Proposed Placing of up to 46,330,000 Common Shares

26th Mar 2009 07:00

AQUARIUS PLATINUM LIMITED

ASX, LSE & JSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR RIGHTS REFERRED TO IN THIS ANNOUNCEMENT PURSUANT TO THE RIGHTS ISSUE EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY AQUARIUS PLATINUM LIMITED IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE DURING NORMAL BUSINESS HOURS.

26 March 2009

Proposed Placing of up to 46,330,000 Common Shares of Aquarius Platinum Limited

and intention to launch a Rights Issue and Convertible Bond Issue

Aquarius Platinum Limited ("Aquarius" or the "Company") today announces its intention to place up to 46,330,000 new common shares (the "Placing Shares") of the Company, representing up to approximately 14.2 per cent. of the existing issued common share capital of the Company (the "Placing"), with both new and existing institutional investors.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("Merrill Lynch") who is acting as sole global co-ordinator and bookrunner (the "Bookrunner") and Euroz Securities Limited ("Euroz"), who is acting as co-lead manager (the "Co-Lead Manager").

The timing of the closing of the book, pricing and allocations are at the discretion of Aquarius, Merrill Lynch and Euroz. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") is subject to agreement between Aquarius, Merrill Lynch and Euroz at the close of the book-building process. The Placing Price will be determined in pounds Sterling, with an equivalent Australian Dollar Placing Price (for those wishing to settle in Australian dollars) to be determined by the Bookrunner and Co-Lead Manager at the closing of the book. Details of the number of Placing Shares and the Placing Price in both sterling and Australian Dollars will be announced as soon as practicable after the close of the book-building process.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing common shares of 5 US cents each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares and will also be entitled to participate in the Proposed Rights Issue (referred to below). The Placing will be made on a non-pre-emptive basis.

Application will be made to ASX for quotation of the Placing Shares on ASX. It is expected that dealings on ASX in the Placing Shares will commence at 10.00 a.m. (AWST) on 1 April 2009.

Application will be made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to a secondary listing on the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively ("Admission"). It is expected that Admission will become effective and that dealings on the London Stock Exchange in the Placing Shares will commence at 8.00 a.m. (London time) on 31 March 2009.

Application will be made to the JSE for the Placing Shares to be admitted to listing and trading on the Main Board of the JSE. It is expected that admission will become effective and that dealings on the JSE in the Placing Shares will commence at 9.00 a.m. (CAT) on 31 March 2009.

The Placing is conditional upon, amongst other things, raising a minimum of £55 million (the "Placing Minimum Proceeds") and Admission becoming effective. The Placing is also conditional on the Placing and Rights Issue Underwriting Agreement (the "Placing and Rights Issue Underwriting Agreement" or "Placing Agreement") between the Company, Merrill Lynch and Euroz not being terminated.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.

Proposed Rights Issue

Subject to the Placing achieving the Placing Minimum Proceeds, Aquarius intends to announce the terms of a rights issue (the "Proposed Rights Issue"), to be fully underwritten at the time when the terms are announced, which when taken in aggregate with the gross proceeds of the Placing will raise approximately £ 125 million.

Placees allocated new common shares in the Placing will be entitled to participate in the Proposed Rights Issue.

The Proposed Rights Issue will be offered at a price to be determined, which will represent a discount to the theoretical ex-rights price of the Common Shares which is in line with recent UK market precedents.

The terms of the Proposed Rights Issue will be announced to the market as soon as practicable after the close of the book-building process, subject to the conditions above.

Proposed Convertible Bond Issue

Subject to the Placing achieving the Placing Minimum Proceeds, Aquarius intends to raise a further ZAR500 million up to ZAR650 million by way of a private placement of convertible bonds (the "Convertible Bonds") (the "Proposed Convertible Bond Issue"). The minimum denomination of the Convertible Bonds will be ZAR1 million. The Convertible Bonds will be denominated in Rand and are expected to be listed only on the JSE.

The Proposed Convertible Bond Issue will be managed by Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"), and will raise a minimum of ZAR500 million (fully underwritten by RMB). Furthermore the Company has granted RMB an option to require the Company to issue additional Convertible Bonds to the value of ZAR150 million, to increase the total amount that may be raised under the Convertible Bond Issue to ZAR650 million. Participation in the Proposed Convertible Bond Issue will only be available to persons who may lawfully be, and are, invited to participate by RMB. Aquarius shareholders will be treated preferentially in the allocation process. Completion of the Proposed Convertible Bond Issue is expected to take place on or around 11 May 2009, subject to customary closing conditions.

Background to the Placing, the Proposed Rights Issue and the Proposed Convertible Bond Issue

At 30 June 2008 the Aquarius Group was the fourth largest primary platinum producer in the world with annual attributable PGM(4E) production of 500,203 PGM ounces from existing operations. Over the last decade the Company has expanded through acquisitions, as well as the successful development of new mines.

During 2008 the Aquarius Group simplified its group structure by removing all minority shareholdings in its subsidiary, AQPSA, through various actions, including the repurchase by Aquarius of Impala Platinum's 20 per cent. interest in AQPSA for US$790 million in April 2008. This repurchase was partly financed through a bridge loan facility from RMB (the "Bridge Loan Facility"). The Bridge Loan Facility is due for repayment on 30 June 2009 and on 25 March 2009 (being the last practicable date before the date of this announcement), had an outstanding balance of approximately ZAR1,577.5 million (approximately US$165 million). Part of the proceeds of the Placing, the Proposed Rights Issue and the Proposed Convertible Bond Issue are expected to be applied in repaying this balance.

On 8 December 2008, Aquarius management announced the temporary suspension of operations at the Everest mine owing to geotechnical issues, namely instability as a result of subsidence occurring over an upper area of the mine. However, Aquarius management believes that the subsidence event does not jeopardise the sustainability of the Everest mine on a long term basis and that technically acceptable alternatives exist to re-open the mine. The capital expenditure associated with the potential restart of the Everest mine is currently estimated to be ZAR200 to 250 million. Part of the proceeds of the Placing, the Proposed Rights Issue and the Proposed Convertible Bond Issue are expected to be applied to this capital expenditure.

Since the third quarter of the 2008 calendar year, there has been a rapid deterioration in end markets for PGM metals as well as other commodities. As a consequence the market price for PGMs has declined significantly which has impacted on Aquarius' cash flow generation. Cash balances during the six months ended 31 December 2008 were impacted by the net repayment of approximately US$90 million of pipeline sales advances resulting from the deadline in PGM prices from the time of the advance to the time of sale. While the Company's mechanised mining approach positions it at the lower end of the industry cost curve, making it resilient even under the current difficult economic conditions, the Directors believe that an equity raising will provide the Company with greater financial flexibility to settle the outstanding amount under the Bridge Loan Facility and robustly capitalise the Aquarius Group for ongoing operating requirements. This will be particularly important should the weakening in the PGM market and liquidity constraints in the debt markets continue.

Possible Acquisition

As announced today, the Company expects to sign an implementation agreement with Ridge Mining plc ("Ridge") (the "Implementation Agreement") pursuant to which, subject to the satisfaction of pre-conditions relating to: (i) the successful outcome of the Placing, Proposed Rights Issue and Proposed Convertible Bond Issue; 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, the Company will make an offer for the entire issued and to be issued share capital of Ridge at an exchange ratio of 1 Common Share for every 2.75 Ridge shares. To the extent that the theoretical ex-rights and Placing Price of the Aquarius shares, calculated on a basis agreed between Aquarius and Ridge to take into account the final terms of the Placing and Proposed Rights Issue, is more than 8 per cent. below the five day volume weighted average price measured on the London Stock Exchange at the close of business on 25 March 2009, Aquarius and Ridge will agree an adjustment to the exchange ratio, the final ratio is anticipated to be published on Friday, 27 March 2009. The proceeds of the Placing, Proposed Rights Issue and the Proposed Convertible Bond Issue will in part be used to fund the acquired operating and capital expenditure commitments of Ridge should the Possible Acquisition complete.

Aquarius believes that there is a compelling strategic and commercial rationale for a combination with Ridge. The Possible Acquisition, should it complete, is expected to result in:

• 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;

• enhance Aquarius mine-life profile through the Blue Ridge Mine;

• the Blue Ridge mine is well executed and would be a small project: complementary fit with 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; and

• some small synergies between combined operations, noticeably through sharing of skills and procurement.

To fully realise the benefits of the Possible Acquisition, Aquarius will require additional operating and capital expenditure currently estimated to be ZAR310 million through the 2010 calendar year.

Use of proceeds

The Company intends to raise gross proceeds of approximately £125million (approximately US$183 million, ZAR1,741 million) under the Placing and Proposed Rights Issue and between ZAR500 million and ZAR650 million under the Proposed Convertible Bond Issue. It is anticipated that, of the up to ZAR2,391 million (US$251 million) to be raised under the Placing, Proposed Rights Issue and Proposed Convertible Bond Issue, ZAR1,577.5 million (approximately US$165 million) will be applied to repaying the Bridge Loan Facility, approximately ZAR200 to 250 million will be applied to capital requirement to open the Everest mine and approximately ZAR310 million will be applied to capital and operating expenses for Ridge.

Dividends and dividend policy

Subject to the provisions of the bye-laws and in accordance with the Companies Act, the Directors may from time to time declare a dividend to be paid to Shareholders in proportion to the number of Shares held by them, and such a dividend may be paid in cash or by distribution of specific assets.

Pursuant to Bermuda law, the Directors are restricted from declaring or paying a dividend, or making a distribution out of contributed surplus, if there are reasonable grounds for believing that (i) the Company is, or would after the payment be, unable to pay its liabilities as they become due, or (ii) the realisable value of the Company's assets would thereby be less than the aggregate of its liabilities, its issued share capital and share premium accounts.

The Board elected not to pay an interim dividend in respect of the six months ended 31 December 2008. Future dividend decisions will be based on conditions prevailing and information available at any given point in time and the completion of the refinancing of the Bridge Loan Facility. The Board intends to resume dividend payments at the earliest opportunity.

The Placing Shares will rank pari passu in all respects with the Existing Shares, including the right to receive all dividends or other distributions declared after the issue of the Placing Shares. The Company intends to adjust future dividend payments per Common Share pro rata to take account of New Common Shares issued in connection with the Placing and the Proposed Right Issue, respectively.

Current trading and prospects

In its interim results for the six months ended December 2008, the Group announced attributable production of 260,208 PGM ounces and a net operating loss of US$70.1 million (US 25.1 cents per share). The results for the period were significantly influenced by:

(i) a substantial reduction in metal prices, which saw platinum decrease from an average of US$2,036 per ounce in June 2008 to an average of US$840 per ounce in December 2008. During the same period, rhodium decreased from an average of US$9,774 per ounce to US$1,220 per ounce. By-product nickel fell 50 per cent., averaging US$6.76/lb for the period compared to US$13.47/lb in the previous corresponding six month period to December 2007;

(ii) an interest expense of US$21.6 million (pre-tax) due to increased debt following the repurchase of 20 per cent. of AQPSA and 6.8 per cent. of Aquarius;

(iii) US$16.8 million (pre-tax) of adjustments associated with the temporary suspension of mining at the Everest mine on 7 December 2008. US$10.1 million of this related to impairment of mining assets damaged as a result of the subsidence event;

(iv) a US$29 million foreign currency loss (pre-tax) on pipeline advances due to the US dollar strengthening during the half year; and

(v) US$41 million of negative PGM sales adjustments (pre-tax) due to declining PGM prices.

Aquarius expects to publish its production and financial results for the quarter ended 31 March 2009 during the week commencing 20 April 2009.

Production overview

Total on mine production for the quarter ended 31 March 2009 is expected to be approximately 190,600 PGM ounces of which 95,300 PGM ounces are attributable to Aquarius. Production in the quarter ended 31 March 2009 is not directly comparable to the previous quarters due to the suspension of operations at the Everest mine in December 2008. Adjusting for the temporary closure of the Everest mine, Aquarius attributable production for the third quarter is estimated to be approximately 5,000 PGM ounces (5 per cent.) lower when compared to the quarter ended 31 December 2008. The third quarter production was affected by the number of public holidays falling within the period. Production from Kroondal and Marikana was affected by the lower number of mining shifts in the quarter, with planned mill relines further impacting on production at Kroondal. As a consequence of these public holidays, the third quarter experienced a 13.5 per cent. decrease in the number of mining shifts worked during the quarter as compared to the quarter ended 31 December 2008.

Both Kroondal and Marikana operations have shown production improvements to the prior comparable period (the third quarter ended 31 March 2008) with significant production improvement from Marikana. Adjusting for the temporary closure of the Everest mine, production for the quarter ended 31 March 2009 is expected to be approximately 19 per cent. higher compared to the previous corresponding quarter on a year on year basis. Despite the slightly lower production due to the impact of holidays, unit cost costs are expected to be comparable to the quarter ended 31 December 2008.

Production at the Mimosa mine in Zimbabwe was 5 per cent. above the quarter ended 31 December 2008. Unit costs at the Mimosa mine remain amongst the lowest in the industry despite an increase of 15 per cent. to 20 per cent. in the quarter, following increases in labour, water, electricity, levies, and municipal rates. The increased unit costs at Mimosa are a result of the dollarisation of the Zimbabwean economy. The full impact of the dollarisation of the Zimbabwean economy is yet to be determined as there are still distortions in terms of pricing in the economy which are expected to stabilise in the near future and some positive effects may materialise to offset the obvious negatives.

Production statistics by mine

Quarter Ended PGMs (4E) Mar 2008 Jun 2008 Sep 2008 Dec 2008 Mar 2009** Kroondal 100,020 83,062 101,731 109,707 103,000 Marikana 24,223 28,416 38,883 42,451 39,000 Everest 31,107 31,327 32,365 31,703 - Mimosa 34,283 38,517 43,638 43,232 45,000 CTRP 2,309 2,044 1,764 1,784 1,200 Platinum Mile - 5,035 5,983 3,103 2,400 Total 191,942 188,401 224,364 231,980 190,600*

* Q3 production is not comparable to previous quarter's production due to the temporary closure of the Everest mine in December 2008

** Q3 production figures are preliminary estimates based on actual production results for the two months ended February 2009, and estimates for the March production month

Production statistics by mine attributable to Aquarius

Quarter Ended PGMs (4E) Mar 2008 Jun 2008 Sep 2008 Dec 2008 Mar 2009** Kroondal 50,010 41,531 50,866 54,854 51,500 Marikana 12,110 14,208 19,442 21,226 19,500 Everest 31,107 31,327 32,365 31,703 - Mimosa 17,140 19,258 21,819 21,616 22,500 CTRP 1,155 1,022 882 892 600 Platinum Mile - 2,517 2,992 1,552 1,200 Total 111,522 109,863 128,366 131,843 95,300*

* Q3 production is not comparable to previous quarter's production due to the temporary closure of the Everest mine in December 2008

** Q3 production figures are preliminary estimates based on actual production results for the two months ended February 2009, and estimates for the March production month

Metals prices and foreign exchange impacts

Metals prices, both provisional and realised, for PGMs improved from the lows experienced in the December 2008 quarter. At 25 March 2009 platinum closed at US$1,124 per ounce, up 24 per cent. from the December 2008 closing price. Much of the increase is attributed to the tightening of the PGM markets as demand for autocatalysts is less subdued than anticipated due to the introduction of state subsidies for new light vehicle purchases in Germany and France, a strengthening market for platinum jewellery in China and increased investment demand via the platinum ETFs as investors look to diversify their investment portfolios into gold and other precious metals. Palladium remained flat at US$215 per ounce. Rhodium, which had decreased significantly from July 2008 to December 2008, has stabilised at US$1,200 per ounce in early March 2009. Gold increased 9 per cent. to close February 2009 at US$945 per PGM ounce.

Impact on pipeline advances

Following the recent stabilisation in PGM prices since a December 2008 month average of US$840 per ounce for platinum, prices have stabilised and shown some recovery through the 2009 calendar year to date. The residual impact on cash flow from declining PGM prices in the months of November and December 2008 flowed through into February 2009. The recent stability and recovery in prices should reflect less volatile cash flow movements in price adjustments going forward.

Pricing

The 4PGE basket prices calculated for the third quarter 2009 (to March 2009) showed firm increases in January and February which have been held through March. The calculation of achieved basket prices is complex, however, it can be seen at South African operations that the average achieved basket price for the operations in the second quarter 2009 (to December 2008) was $744 per PGM ounce, whereas the average basket price calculated using daily prices from Bloomberg for the third quarter 2009 to March 2009 (though using data only to 19 March 2009) is approximately $795 per PGM ounce. An approximate increase of 7 per cent. It is too early to provide any firm comparison for the Mimosa Mine in Zimbabwe.

Production Outlook

The Company is targeting reductions in operating costs during the second half of the current financial year. Further, it is anticipated that the fourth quarter should see an improvement in production at all operations. Group attributable production for the current financial year is expected to be in the range of 450,000-475,000 PGM ounces.

ContactsAquarius Platinum Limited Stuart Murray, CEO +27 11 455 2050 Willi Boehm, Company Secretary +61 8 9367 5211 Nicholas Bias, IR +41 79 888 1642 Merrill Lynch International Andrew Osborne +44 20 7628 1000 Rupert Hume-Kendall +44 20 7628 1000 Euroz Securities Limited Doug Young +61 8 9488 1400 Rand Merchant Bank, a division of FirstRand Bank Limited Peter Hayward-Butt +27 11 282 8000 Carel Vosloo +27 11 282 8000 Lazard & Co., Limited Peter Kiernan +44 20 7187 2000 Spiro Youakim +44 20 7187 2000

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, may of which are beyond Aquarius' control and all of which are based on Aquarius' current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimate", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, Aquarius or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of Aquarius. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Aquarius Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Please refer to "Risk Factors" set out in Appendix II to this announcement for further information in this regard.

The forward-looking statements contained in this announcement speak only as of the date of this announcement and none of Aquarius or Merrill Lynch or Euroz undertakes any duty to, and will not necessarily, release publicly any updates or revisions to any forward-looking statements contained here to reflect any change in Aquarius' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except to the extent required by applicable law, the Corporations Act, the ASX Listing Rules, the Prospectus Rules, the UK Listing Rules and the Disclosure and Transparency Rules, JSE Listing Requirements and the South African Companies Act.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This announcement has been issued by and is the sole responsibility of Aquarius.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch, Euroz or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Both Merrill Lynch and Euroz are acting exclusively for Aquarius and for no-one else in connection with the Placing and Proposed Rights Issue, and will not regard any other person as a client in relation to the Placing or the Proposed Rights issue and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of either Merrill Lynch or Euroz nor for providing advice in relation to the Placing or Proposed Rights Issue or any other matter referred to in this announcement (including the Appendices).

Both Rand Merchant Bank and Lazard are 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 either Rand Merchant Bank or Lazard nor for providing advice in relation to the matters referred to in this announcement.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Aquarius or the Bookrunner or Euroz that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Aquarius, the Bookrunner and Euroz to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES), AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/ EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES), AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN AQUARIUS PLATINUM LIMITED.

This announcement is not a prospectus for the purposes of the Australian Corporations Act and may not contain all of the information that an Australian investor may find in a prospectus prepared in accordance with the Australian Corporations Act which may be required in order to make an informed investment decision regarding, or about the rights attaching to, Placing Shares. As no prospectus will be lodged with the Australian Securities & Investments Commission ("ASIC") or otherwise prepared in accordance with the Australian Corporations Act in respect of the Placing, the Placing Shares will only be offered or issued to persons in Australia to whom an offer of shares for issue may be made without a prospectus under Part 6D.2 of the Australian Corporations Act or to persons outside Australia in accordance with the laws of any other applicable jurisdiction. If you are located in Australia, you confirm and warrant that you are a person to whom an offer of securities may be made under section 708(8) or 708(11) of the Australian Corporations Act such that any offer or invitation to you does not require a prospectus or other form of disclosure document under the Australian Corporations Act and you agree that you will not offer to sell the Placing Shares to any person that is not a sophisticated or professional investor under section 708(8) or 708(11) of the Australian Corporations Act until the day after a notice is lodged by the Company with ASX that complies with subsections 708A(5)(e) and (6) of the Australian Corporations Act.

This announcement is not a prospectus for the purposes of the New Zealand Securities Act 1978 (NZ) and may not contain all of the information that a New Zealand investor may find in a prospectus prepared in accordance with the New Zealand Securities Act 1978 (NZ) which may be required in order to make an informed investment decision regarding, or about the rights attaching to, Placing Shares. As no prospectus will be lodged with the New Zealand Companies Office or otherwise prepared in accordance with New Zealand law in respect of the Placing, the Placing Shares will only be offered or issued to persons in New Zealand to whom an offer of shares for issue may be made without a prospectus under the New Zealand Securities Act 1978 (NZ) or to persons outside New Zealand in accordance with the laws of any other applicable jurisdiction. If you are located in New Zealand, you confirm and warrant that you are a person to whom an offer of securities may be made under section 3(2)(ii) of the New Zealand Securities Act 1978 (NZ) such that any offer or invitation to you does not require a prospectus or other form of disclosure document under the New Zealand Securities Act 1978 (NZ) and you acknowledge that any Placing Shares allotted to you are not being allotted with a view to them being offered for sale to the public in New Zealand and further warrant that if in the future you elect to directly or indirectly sell or offer any of the Placing Shares allotted to you, you undertake not to do so in a manner which will, or is likely to, result in a contravention of the New Zealand Securities Act 1978 (NZ) or may result in the Company or the Bookrunner or Co-Lead Manger incurring liability.

This announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Aquarius in the United States, Canada or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the Placing Shares referred to in this announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of Aquarius will be made in the United States.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada or Japan.

This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the "DFSA"). This announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set forth herein and has no responsibility for this announcement.

This announcement does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations or a listing prospectus according to Article 32 of the Listing Rules of the SWX Swiss Exchange. The Placing Shares will not be listed on the SWX Swiss Exchange and, therefore, this announcement does not comply with the disclosure standards of the Listing Rules of the SWX Swiss Exchange. Accordingly, the Placing Shares may not be offered to the public in or from Switzerland, except to a selected and limited group of investors, who do not subscribe the Placing Shares with a view to distribution to the public.

By participating in the Bookbuild and the Placing, such person will be deemed to have read and understood this announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular each such Placee represents, warrants and acknowledges that:

(a) It is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b) It is outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act); and

(c) It is a person to whom an offer of securities may be made under section 708 (8) or 708(11) of the Australian Corporations Act and agrees that it will not offer to sell the Placing Shares to any person that is not a sophisticated or professional investor under section 708(8) or 708(11) of the Australian Corporations Act until the day after a notice is lodged by the Company with ASX that complies with subsections 708A(5)(e) and (6) of the Australian Corporations Act.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this announcement should seek appropriate advice before taking any action.

Neither the content of Aquarius' website nor any website accessible byhyperlinks on Aquarius' website is incorporated in, or forms part of, thisannouncement. APPENDIX I TERMS AND CONDITIONS OF THE PLACING IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Details of the Placing

The Bookrunner and Co-Lead Manager have entered into an agreement with Aquarius (the "Placing and Rights Issue Underwriting Agreement") under which, subject to the conditions set out in that agreement, the Bookrunner and the Co-Lead Manager have severally agreed, as agent for and on behalf of Aquarius, to use all reasonable endeavours to procure subscribers for Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"), described in this announcement and set out in the Placing Agreement. The Placing is not underwritten, save as regards settlement of Placees commitments.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the existing common shares of Aquarius including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

As part of the Placing, Aquarius has agreed that it will not, save as will be disclosed in the Prospectus (as referred to below), issue any common shares during the Restricted Period without the prior consent of Merrill Lynch and Euroz (such consent not to be unreasonably withheld or delayed). This agreement does not however prevent Aquarius from granting or satisfying exercises of outstanding options, warrants or conversion rights outstanding as disclosed in the Prospectus or the grant of options or rights under Aquarius' existing share schemes.

"Restricted Period" means the period ending on the first to occur of:

(a) the date on which all of Merrill Lynch's and Euroz's obligations under the Placing and Rights Issue Underwriting Agreement in relation to the Placing cease (in the event the Placing does not proceed);

(b) the date falling 60 dealing days after the date on which all of their obligations under the Placing and Rights Issue Underwriting Agreement in relation to the Proposed Rights Issue cease; and

(c) the date falling 60 dealing days after the date on which Merrill Lynch's and Euroz's obligations under the Placing and Rights Issue Underwriting Agreement cease upon making payment pursuant to their underwriting obligations.

Application for listing and admission to trading

Application will be made to ASX for quotation of the Placing Shares on ASX. It is expected that dealings on ASX in the Placing Shares will commence at 10.00 a.m. (AWST) on 1 April 2009.

Application will be made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to a secondary listing on the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that admission will become effective and that dealings on the London Stock Exchange in the Placing Shares will commence at 8.00 a.m. (London time) on .31 March 2009.

Application will be made to the JSE for the Placing Shares to be admitted to listing and trading on the Main Board of the JSE. It is expected that admission will become effective and that dealings on the JSE in the Placing Shares will commence at 9.00 a.m. (CAT) on 31 March 2009.

Bookbuild

The Bookrunner and the Co-Lead Manager will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookrunner and the Co-Lead Manager and Aquarius shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. Merrill Lynch is acting as Bookrunner and agent of Aquarius, and Euroz is acting as Co-Lead Manager and agent of Aquarius.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner or the Co-Lead Manager. The Bookrunner and the Co-Lead Manager and their affiliates are each entitled to enter bids in the Bookbuild as principal.

3. The Bookbuild will establish a single price in sterling. An Australian Dollar price will be determined from that sterling price at an exchange rate to be determined at the sole discretion of the Bookrunner. Placees will be entitled to choose the currency they wish to settle in, payable to the Bookrunner or Co-Lead Manager by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Bookrunner, the Co-Lead Manager and Aquarius following completion of the Bookbuild. Any discount to the market price of the Common Shares will not be limited by UKLA Rules, as Aquarius has a secondary not primary listing in the UK. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at the Bookrunner or the Co-lead Manager. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the sterling or Australian Dollar Placing Price, which is ultimately established by Aquarius and the Bookrunner and the Co-Lead Manager, or at prices in sterling or Australian Dollars up to a price limit in sterling or Australian Dollars specified in its bid. Bids may be scaled down by the Bookrunner and the Co-Lead Manager on the basis referred to in paragraph 9 below.

5. The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 26 March 2009 but may be closed earlier or later at the discretion of the Bookrunner and the Co-Lead Manager. The Bookrunner and Co-Lead Manager may, in agreement with Aquarius, accept bids that are received after the Bookbuild has closed. Aquarius reserves the right (upon the agreement of the Bookrunner and the Co-Lead Manager) to reduce or seek to increase the amount to be raised pursuant to the Placing, or not to proceed with the Placing, in its absolute discretion.

6. Each prospective Placee's allocation will be agreed between the Bookrunner, the Co-Lead Manager and Aquarius and will be confirmed orally or in writing by the Bookrunner or Co-lead Manager as agent of Aquarius following the close of the Bookbuild. Except as otherwise provided that oral or written confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price in the currency of its bid on the terms and conditions set out in this Appendix and in accordance with Aquarius's bye-laws.

7. Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Bookrunner or Co-lead Manager. The terms of this Appendix will be deemed incorporated in that contract note.

8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner or Co-lead Manager as appropriate as agent of Aquarius, to pay in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and Aquarius has agreed to allot and issue to that Placee.

9. The Bookrunner or the Co-Lead Manager may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with Aquarius and may scale down any bids for this purpose on such basis as they may determine. The Bookrunner and the Co-Lead Manager may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of Aquarius (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10. A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement and except otherwise provided will be legally binding on the Placee on behalf of which it is made and except with the consent of the Bookrunner and the Co-Lead Manager will not be capable of variation or revocation after the time at which it is submitted.

11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

12. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

13. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. To the fullest extent permissible by law, none of the Bookrunner, the Co-lead Manager, or any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Bookrunner, the Co-lead Manager, or any of their affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Bookrunner or Co-lead Manager's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunner, Co-lead Manager and Aquarius may agree.

Conditions of the Placing

The obligations of the Bookrunner and the Co-Lead Manager under the Placing Agreement are conditional on, amongst other things:

(a) agreement being reached between Aquarius and the Bookrunner and the Co-Lead Manager on the Placing Price and the number of Placing Shares;

(b) the representations and warranties contained in the Placing Agreement being true and accurate on the date of the Placing Agreement and remaining so at all times down to and including Admission (by reference to the facts and circumstances then existing);

(c) Aquarius having complied with its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission;

(d) the amount raised in the Placing being not less than the Placing Minimum Proceeds;

(e) Admission taking place by 8.00 a.m. (London time) on 31 March 2009 (or such later date as Aquarius and the Bookrunner and the Co-Lead Manager may otherwise agree) and ASX providing approval for quotation on ASX and JSE agreeing to admit the Placing Shares to trading on the Main Board of the JSE;

(f) approval of the Prospectus by the UKLA;

(g) in the opinion of the Bookrunner and the Co-Lead Manager, there not having been a material adverse change, or any development reasonably likely to involve a material adverse change in or affecting the condition (financial, operational, legal or otherwise), prospects, earnings, solvency, credit ratings, business affairs, or operations of Aquarius and its subsidiaries, whether or not arising in the ordinary course of business since the date of the Placing Agreement as a result of which the Bookrunner and the Co-Lead Manager (acting in good faith) consider it to be impractical, inappropriate or inadvisable to proceed with the Placing, Admission or trading in the Placing Shares;

(h) the representations, warranties and undertakings on the part of Aquarius contained in the Placing Agreement being true and accurate in all respects and not misleading in any respect on and as of the date of the Placing Agreement and at certain other times up until before Admission as if they had been repeated by reference to the facts and circumstances then existing and no matter having arisen prior to the time of Admission which might reasonably be expected to give rise to a claim under the indemnity in the Placing Agreement and which, in any such case, Merrill Lynch or Euroz, acting in good faith, considers whether singularly or in the aggregate to be material in the context of the Placing, the Rights Issue, Admission or trading in the Placing Shares following Admission;

(i) the Convertible Bond Underwriting Agreement having become unconditional in all respects (other than certain specified conditions relating to the Placing and payment of its proceeds) and incapable of termination by any of the parties to it, and not having lapsed or been terminated prior to Admission;

(j) the Implementation Agreement relating to Ridge not having lapsed or been terminated prior to Admission and no condition thereunder having failed as a result of which either Merrill Lynch or Euroz (acting in good faith) considers it to be impracticable, in appropriate or inadvisable to proceed with the Placing;

(k) the Prospectus not containing any information (which is not in the underwriting proof) which, in the opinion of either Merrill Lynch or Euroz (acting in good faith), is material and adverse for the purposes of procuring Placing commitments or the Placees agreeing to subscribe for Placing Shares; and

(l) no event referred to in section 87G(1) of the Financial Services and Markets Act 2000 ("FSMA") arising between the time of publication of the Prospectus and Admission and no Supplementary Prospectus being published by or on behalf of the Company before Admission which either of Merrill Lynch or Euroz, acting in good faith, considers whether singularly or in the aggregate to be material in the context of the Placing, the Rights Issue, Admission or trading in the Placing Shares following Admission.

If any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunner and the Co-Lead Manager (acting together), by the respective time or date where specified (or such later time and/or date as Aquarius and the Bookrunner and the Co-Lead Manager may agree), the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Bookrunner and the Co-Lead Manager may, at their discretion and upon such terms as they think fit, waive compliance by Aquarius with the whole or any part of any of Aquarius's obligations in relation to the conditions in the Placing Agreement save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

None of the Bookrunner, Aquarius or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or the date for the satisfaction of any condition to the Placing or for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner and the Co-Lead Manager.

Termination of the Placing Agreement

The Bookrunner or and the Co-Lead Manager are each entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to Aquarius if, amongst other things:

(a) there has been a breach of any of the warranties or undertakings contained in the Placing Agreement or of any other provision in the Placing Agreement which the Bookrunner and Co-Lead Manager consider, acting in good faith, to be material in the context of the Placing or any of the matters contemplated by the Placing Agreement; or

(b) it shall come to the notice of the Bookrunner or the Co-Lead Manager that any statement contained in this announcement, the underwriters' proof, or any other public document or announcement issued or published by or on behalf of Aquarius in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading in any respect, or any matter has arisen, which would, if such document had been issued at that time, constitute an omission from such document, or any of them, and which the Bookrunner or the Co-Lead Manager considers (acting in good faith) to be material in the context of the Placing, Admission or any of the transactions contemplated by the Placing Agreement; or

(c) there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, Australia, South Africa, or any member state of the EEA or in the international financial markets, (ii) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (iii) any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates or exchange controls, in each case the effect of which is such as to make it, in the judgement of the Bookrunner or and the Co-Lead Manager, impracticable or inadvisable to proceed with the Placing; or

(e) trading in any securities of Aquarius is suspended or limited by the London Stock Exchange, the ASX or the JSE or there are certain other disruptions, limitation or suspensions in respect of the operations of certain stock exchanges or a banking moratorium is declared by certain authorities; or

(f) there is the occurrence of an adverse change (or a prospective adverse change) in US, UK, South African, Australian or Bermudan taxation affecting Common Shares or the transfer of such shares or exchange controls are imposed by the US, UK, South African, Australia or Bermuda, the effect of which the Bookrunner and Co-Lead Manager consider, acting in good faith, makes impracticable, inappropriate, or inadvisable to proceed with the proposed Placing or Proposed Rights Issue.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Bookrunner and the Co-Lead Manager of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and Co-Lead Manager and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No Prospectus has been published in order to effect the sale of shares in the Placing. A Prospectus is anticipated to be approved as soon as practicable by the UKLA (in accordance with the UK Financial Services and Markets Act 2000) in order to bring the Placing Shares to Admission and in order to offer new common shares in the Proposed Rights Issue. No prospectus will be published within the meaning of the South African Companies Act 61 of 1973 nor the Australian Corporations Act.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendices) is exclusively the responsibility of Aquarius and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Aquarius, the Bookrunner or the Co-lead Manager or any other person (save for any other offering document it may receive and agree in writing with the Bookrunner or Euroz that it has received, which shall also be exclusively the responsibility of Aquarius ("Agreed Offering Documents") and none of the Bookrunner, Co-lead Manager or Aquarius nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Aquarius in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place:

* in respect of the Placing Shares to be held on the UK share register, in Depositary Interest form within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions; or * in respect of Placing Shares to be held on the Australian share register, on a delivery versus payment basis in accordance with the CHESS Rules with the Bookrunner or Co-lead Manager or their respective nominated affiliates acting as brokers under the CHESS Rules to manage settlement on behalf of the Company.

Aquarius reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Bookrunner's opinion, delivery or settlement is not possible or practicable within the CREST or CHESS system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST, CHESS or certificated settlement instructions that it has in place with the Bookrunner or the Co-Lead Manager.

Aquarius will deliver the Placing Shares:

* in Depositary Interest form to a CREST account operated by the Bookrunner as agent for Aquarius and the Bookrunner will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment; or * CHESS holdings as the Bookrunner or Co-lead Manager directs in respect of the Placing Shares which are to be allotted in uncertificated form and, in each case, ensure that the same are enabled for settlement as soon as practicable after Placing Admission and in any event prior to the relevant Record Date.

It is expected that settlement will be on a T + 3 basis in accordance with the instructions given to the Bookrunner or the Co-Lead Manager.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, Aquarius may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Aquarius's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares in Depositary Interest form are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following. It:

1. represents and warrants that it has read this announcement, including the Appendix and any Agreed Offering Document, in its entirety;

2. acknowledges and agrees that no other offering document, listing particulars or prospectus has been or will be prepared in connection with the Placing;

3. acknowledges that the ordinary shares in the capital of Aquarius are listed as a secondary listing on the Official List of the FSA, and Aquarius is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, which includes a description of the nature of Aquarius's business and Aquarius's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. acknowledges that none of the Bookrunner Co-Lead Manager nor Aquarius nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or Aquarius or any other person other than this announcement; nor has it requested any of the Bookrunner, the Co-Lead Manager, Aquarius, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

5. represents and warrants that it is outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act); and it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and in either case not with a view to, or for resale in connection with, the distribution thereof, in whole or in part, in the United States;

6. acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be residents or located in the United States, Canada or Japan, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

7. acknowledges that the content of this announcement is exclusively the responsibility of Aquarius and that neither of the Bookrunner nor the Co-Lead Manager nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement, any Agreed Offering Document or any information previously published by or on behalf of Aquarius and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement, any Agreed Offering Document or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement, the any Agreed Offering Document and any information previously published by Aquarius by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Bookrunner, the Co-Lead Manager or Aquarius and none of the Bookrunner, the Co-Lead Manager or Aquarius will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Aquarius in deciding to participate in the Placing;

8. acknowledges that neither of the Bookrunner, the Co-Lead Manager nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to Aquarius, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

10. if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

11. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85 (1) of the Financial Services and Markets Act 2000;

12. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

13. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

14. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

15. (A) represents and warrants that it is a person falling within Article 19 (5) and / or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated; and

(B) acknowledges that any offer of Placing Shares may only be directed at persons to the extent in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and represents and agrees that it is such a qualified investor;

16. represents and warrants that it is a person to whom an offer of securities may be made under section 708(8) or 708(11) of the Australian Corporations Act and agrees that it will not offer to sell the Placing Shares to any person that is not a sophisticated or professional investor under section 708(8) or 708(11) of the Australian Corporations Act until the day after a notice is lodged by the Company with ASX that complies with subsections 708A(5)(e) and (6) of the Australian Corporations Act;

17. represents and warrants that it is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

18. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunner or the Co-Lead Manager may in their discretion determine and without liability to such Placee;

19. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Aquarius may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

20. acknowledges that neither of the Bookrunner, the Co-Lead Manager, nor any of their respective affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either the Bookrunner or the Co-Lead Manager and that the Bookrunner and the Co-Lead Manager have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

21. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Bookrunner the Co-Lead Manager or Aquarius will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify Aquarius and the Bookrunner and the Co-Lead Manager in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Merrill Lynch who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions (or as otherwise agreed with such Placee);

22. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Aquarius or the Bookrunner or the Co-Lead Manager in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

23. acknowledges that Merrill Lynch and Euroz will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Merrill Lynch and Euroz to produce this announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

24. agrees to indemnify and hold Aquarius, the Bookrunner, the Co-Lead Manager and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

25. represents and warrants that it will acquire any Placing Shares purchased by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

26. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in any Agreed Offering Document and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Aquarius's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of Aquarius as well as the Bookrunner and the Co-Lead Manager. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Aquarius for the Placing Shares in question;

27. understands that no action has been or will be taken by any of the Company, the Bookrunner, the Co-Lead Manager or any person acting on behalf of Aquarius or the Bookrunner or the Co-Lead Manager that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

28. in making any decision to purchase the Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

29. warrants and represents that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Aquarius group that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription or purchase of the Placing Shares; and (d) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Merrill Lynch or Euroz;

30. understands and agrees that it may not rely on any investigation that Merrill Lynch or Euroz or any person acting on their behalf may or may not have conducted with respect to the Company, its group, or the Placing and Merrill Lynch and Euroz have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company, its group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares. It acknowledges and agrees that no information has been prepared by Merrill Lynch or Euroz for the purposes of this Placing;

31. accordingly it acknowledges and agrees that it will not hold Merrill Lynch or Euroz, any of their respective associates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company's group (the "Information") and that none of Merrill Lynch, Euroz or any person acting on behalf of Merrill Lynch or Euroz, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information; and

32. it will subscribe directly for the Placing Shares and the subscription price payable by it will be more than Rand 100,000.

By participating in the Placing, each Placee (and any person acting on Placee's behalf) subscribing for Placing Shares acknowledges that: (i) the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) and it is outside of the United States during any offer or sale of Placing Shares to it.

Placees acknowledge that their acceptance is not by way of acceptance of any public offer but is by way of a collateral contract and as such section 87Q of the FSMA does not entitle any Placee to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Rights Issue or the Placing. If, however, any Placee is entitled to withdraw, by accepting an obligation to subscribe for Placing Shares, such Placee agrees to confirm its acceptance of the offer on the terms contained in this letter on the same terms immediately after such right of withdrawal arises.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunner the Co-Lead Manager or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Bookrunner or the Co-Lead Manager, any money held in an account with any of the Bookrunner or the Co-Lead Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunner's or the Co-Lead Manager's money in accordance with the client money rules and will be used by the Bookrunner or the Co-Lead Manager in the course of their own business; and the Placee will rank only as a general creditor of the Bookrunner or the Co-Lead Manager.

All times and dates in this announcement may be subject to amendment. The Bookrunner or the Co-Lead Manager shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX II RISK FACTORS

Investors and prospective investors should consider carefully whether an investment in Aquarius is suitable for them in light of the information set out in this announcement.

RISKS RELATED TO THE PGM INDUSTRY

Macroeconomic conditions, PGM commodity price volatility and other potentials for decreased demand for PGMs may have an adverse impact on the Aquarius Group.

The Aquarius Group's revenue and earnings are dependent upon prevailing prices for the PGM commodities it produces. These commodities are globally traded and consequently the Aquarius Group is unable to directly control the prices it receives for them. Historically, commodity prices have been volatile and are subject to wide fluctuations in response to relatively minor changes in supply and demand, market uncertainty and the overall performance of world or regional economies.

PGM commodity prices have exhibited considerable volatility, trading in a wide range during 2008. During the first half of 2008, pricing was dominated by supply-side factors with electricity rationing and shortages in South Africa raising fears of production shortfalls. These factors prompted speculative activity contributing to the peaking of PGM prices towards the middle of 2008.

Since then, however, the rapid deterioration of the global macroeconomic environment, in particular for autocatalysts amongst OECD members, has led to reduced demand globally, stock drawdowns, reductions in inventories and the unwinding of speculative positions by commodities traders. As a result, prices of the PGM commodities the Aquarius Group produces have fallen significantly over a relatively short period of time as depicted in the table below:

Average for Unit Financial Financial Financial Six months year ended year ended year ended ended 31 30 June 30 June 30 June December 2006 2007 2008 2008 PGM Basket price US$/oz 999.4 1,096.81 1,844.10 1,203.50 Nickel US$ /lb 6.94 16.89 12.48 6.87 Copper US$ /lb 2.22 3.21 3.54 2.61

Source: Average realised prices by the Aquarius Group

The Aquarius Group has not historically engaged in meaningful hedging against declines in PGM commodity prices. Consequently, the most recent declines in commodity prices have resulted in an adverse effect on the Group's operational results as reflected in the Group's 2009 Half-Year Results.

While governments, including certain governments in Europe and that of the United States, have announced (and implemented) monetary and fiscal stimulus packages, there can be no assurance that such measures will be successful at reinvigorating economic growth globally or otherwise. In addition, there can be no assurance that adverse changes in the political, regulatory and economic condition of individual countries or regions, particularly in less-developed or more volatile regions, including China, Brazil, Russia and India, will not contribute to further economic dislocation or delay global or regional economic recovery. Continued economic decline (or weaker growth) will adversely affect the related demand for commodities, which will lead to further declines in prices for PGMs produced by the Aquarius Group. In addition, speculative short positions in commodities on the futures markets may cause further price declines for such commodities. Any sustained price weakness will adversely affect the results of operations and the financial condition of the Aquarius Group.

In addition, as a result of the factors described above, visibility as to the timing of any recovery in the macroeconomic environment or in commodity prices is limited, which makes forward planning for the management of the Aquarius Group more difficult. Any changes in production levels in response to current price levels or the Group's estimates of future price levels imposes costs, and if mistimed, could adversely affect the results of operations and the financial condition of the Aquarius Group.

Other factors which could affect demand in the market for PGMs at any particular point include:

* changes in automotive demand for PGMs; * changes in industrial and jewellery demand for PGMs; * changes in emission legislation necessitating the implementation of higher PGM loadings in autocatalysts; * substitution of PGMs in autocatalysts or the use of other `white' metals in jewellery manufacturing; * technological innovation in autocatalyst designs and increased thrifting resulting in lower loadings of PGMs; and * supply variations of these metals from major producing nations, such as South Africa, Russia, the US, Canada, and Zimbabwe.

Aquarius may experience delays during development, construction and mine ramp-up

The development of PGM prospects for mineral production may be subject to unexpected problems or delays during development, construction and mine ramp-up as a result of poor geology, inadequate recovery rates, capital expenditure requirements and availability of funding, environmental and other regulations, infrastructure requirements and availability and other issues outside of the Aquarius Group's control. Such problems may result in delays in the commencement of mineral production. Accordingly, the Aquarius Group's future development activities may not result in the expansion or replacement of current production with new production at equivalent profitability to what is currently being achieved.

Actual reserves and resources may be lower than current estimates

The Aquarius Group reports mineral resources and reserves in accordance with the SAMREC Code and the JORC Code. Mineral resource and reserve estimates are subject to independent third party review on at least a one year cycle. The methodology for estimating mineral resources and mineral reserves may be updated over time and is reliant on certain assumptions being made. Declared mineral resources and reserves are best estimates that may change as new information becomes available. Consequently, the Aquarius Group's mineral resource and mineral reserves estimates may be revised up or down, which may in turn have an impact on life-of-mine plans.

In respect of these estimates, no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that mineral reserves can be mined or processed profitably. Actual reserves may not conform to geological, metallurgical or other expectations and the volume and grade of ore recovered may be below the estimated levels. In addition, there can be no assurance that mineral recoveries in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production. Lower market prices, increased production costs, reduced recovery rates and other factors may render the Aquarius Group's reserves uneconomic to exploit and may result in the revision of its reserve estimates from time to time. Reserve data is not indicative of the future results of operations. If the Aquarius Group's actual mineral reserves and mineral resources are less than current estimates, the Aquarius Group's business, results of operations and financial condition may be materially and adversely affected.

Exploration and development activities for new PGM resources may not be successful

Exploration for and development of new PGM resources involves significant risk, which even a combination of careful evaluation, experience and knowledge will not eliminate. While the discovery of an ore body may result in substantial rewards, few properties, which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling, constructing mining and processing facilities at a site. Substantial expenses may be incurred on exploration projects which are subsequently abandoned due to poor exploration results or the inability to define reserves which can be mined economically.

Even if an exploration programme is successful and economically recoverable PGMs are found, it can take a number of years from the initial phases of drilling and identification of the mineralization until production is possible, during which time the economic feasibility of extraction may change and PGMs that were economically recoverable at the time of discovery, cease to be. There can be no assurance that PGMs recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale operations, and material changes in geological resources or recovery rates may affect the economic viability of PGM projects.

Exploration and development programmes may not result in profitable commercial mining operations. The economics of developing PGM properties are affected by many factors including the cost of operations, fluctuations in the price of PGMs, costs of equipment and government regulations.

The business of mining PGM metals involves a number of risks and hazards, not all of which are fully covered by insurance

The PGM mining business is susceptible to numerous risks and hazards, some of which are outside of the Aquarius Group's control.

In particular, hazards associated with underground mining include:

* rock bursts; * seismic events; * underground fires; * cave-ins or falls of ground; * discharges of gases and toxic chemicals; * flooding; * accidents and injuries; and * other conditions resulting from drilling, blasting and removal and processing of material associated with hard-rock underground mining.

Hazards associated with opencast mining operations at the Marikana and Kroondal sites, which accounted for approximately 3 per cent. of the Aquarius Group's tonnage in the financial year ended 30 June 2008, include:

* flooding of the pit; * collapse of the pit walls; * accidents associated with the operation of large mining and rock transportation equipment; and * accidents associated with the preparation and ignition of large-scale blasting operations.

Hazards associated with mining waste/tailings dumps include:

* accidents associated with operating a waste dump and transportation; * production disruptions due to weather; and * production disruptions due to failure (slumping) of a section of the tailings dam wall.

The occurrence of one or more of these events may result in the death of, or personal injury to, personnel, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, delays in production, environmental damage and potential legal liabilities. As a result, Aquarius' operations could be affected and, if such effects were material, its financial position could be adversely impacted.

Although the Aquarius Group maintains insurance in an amount that it considers to be adequate, liabilities might exceed policy limits. Insurance fully covering sovereign risk and many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to the Aquarius Group or to other companies in the mining industry. Furthermore, the Aquarius Group itself may decide not to take out insurance as a result of high premiums or other reasons. The realisation of any significant liabilities in connection with the Aquarius Group's mining activities as described above could have a material and adverse effect on its results, operations or financial conditions.

The PGM industry is subject to general environmental and other regulatory requirements

The activities of operators in the PGM industry, such as the Aquarius Group are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations, which would result in environmental pollution.

Exploration and mining activities generally require permits from various governmental authorities and such operations are and will be governed by laws and regulations regarding prospecting, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety and other matters.

There can be no assurance that compliance with these laws and regulations or changes thereto or the cost of rehabilitation of site operations or the failure to obtain necessary permits, approvals or prospecting or mining rights or successful challenges to the grant of such permits, approvals and leases will not adversely affect the results of operations or the financial condition of Aquarius.

The PGM mining industry is capital intensive, complex and expensive

The PGM mining industry is capital intensive, complex and expensive. Large amounts of capital are required to implement projects, and long-term production and processing requires both significant capital expenditure and ongoing maintenance expenditure. Any reduction in capital expenditure and investment undertaken by the Aquarius Group may ultimately result in the Aquarius Group no longer being able to access sufficient mineral resources to continue production at cost-effective levels. Furthermore, any such curtailment may cause the Aquarius Group to forego some of the benefits of any future rises in commodity prices, as it is generally costly or impossible to resume production immediately or complete a deferred expansionary capital expenditure project, which in the longer term may adversely affect the results of operations or financial condition of the Aquarius Group.

SPECIFIC RISKS RELATED TO AQUARIUS' OPERATIONS IN THE PGM INDUSTRY IN SOUTH AFRICA

The costs of complying with applicable laws and governmental regulations may have an adverse impact on the Aquarius Group's business in South Africa

The majority of the Aquarius Group's operations and exploration and development activities are located in South Africa and are subject to laws and regulations governing various matters. These include laws and regulations relating to environmental protection, including the management of natural resources, management and use of hazardous substances and explosives, exploration, development of mines, production and post-closure reclamation and rehabilitation, exports, price controls, repatriation of capital and exchange controls, taxation, mining royalties, labour standards and occupational health and safety, including mine safety and historic and cultural preservation.

The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations, changes to existing laws and regulations (including the imposition of higher taxes and mining royalties) could cause additional expense, capital expenditures, restrictions on or suspensions of the Aquarius Group's operations and delays in the development of its mining assets. Moreover, these laws and regulations may allow governmental authorities and private parties who have a substantial and direct interest in the mining operations or the consequences of the mining operations to bring lawsuits based upon damages to property and injury to persons resulting from the environmental and health and safety impacts of the Aquarius Group's past and current operations, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions.

Environmental laws and regulations change frequently and are generally becoming more stringent. If the Aquarius Group's environmental compliance obligations in South Africa were to change as a result of changes to the legislation or in certain assumptions it makes to estimate liabilities, or if unanticipated conditions were to arise in its operations, the Aquarius Group's expenses and provisions would increase to reflect these changes. If material, these expenses and provisions could adversely affect its business, operating results and financial condition.

The Aquarius Group's exposure to environmental liability in South Africa is determined by reference to the approved environmental management programs (EMPs) which the Group has been obliged to obtain for its South African operations. The process in place requires mining companies, as a prerequisite for applications for mining rights and prospecting (exploration) rights, to submit EMPs to the regulator for approval and once so approved, the mining company is obliged to comply with the approved EMP when prospecting or mining. The environmental liability of South African mining companies is thus easily determined by reference to these approved EMPs. Further, under South African mining legislation, funding for environmental rehabilitation at mine closure has to be provided as a prerequisite for the granting of mining rights. The quantum of this funding is reviewed each year. The funding is placed at the disposal of the regulator if a mining company goes insolvent so that environmental rehabilitation can take place notwithstanding such insolvency. Environmental and health and safety legislation is evolving in a manner requiring stricter standards and these higher standards are taken into account when compiling EMPs. The Department of Minerals and Energy is the lead government agency when it comes to enforcement of compliance with EMPs.

Material changes to the royalty legislation in South Africa may have an adverse impact on the Aquarius Group

The Minerals and Petroleum Resources Royalty Act, No 28 of 2008 (Royalty Act) was assented to on 17 November 2008 and was signed and gazetted on 24 November 2008. The purpose of the Royalty Act is ``to impose a royalty on the transfer of mineral resources and to provide for matters connected therewith.''

In terms of the Royalty Act, the government of South Africa will impose a royalty payment obligation on mineral resources companies in South Africa. The Royalty Act divides minerals into two types, namely refined and unrefined minerals. The determination of the royalty is formulaic based on gross sales and earnings derived from the winning of minerals before interest, taxes, depreciation and amortisation and therefore the more profitable an operation, the higher the percentage charged. In terms of the Royalty Act, refined minerals attract a maximum royalty of 5 per cent. and unrefined minerals a maximum of 7 per cent.. For the purposes of the royalty, PGMs that are refined and smelted to 99.9 per cent. purity are deemed, in terms of the Royalty Act, as refined minerals attracting a maximum royalty of 5 per cent. However, in the instance where PGMs are sold pre-smelting and refining, they would be deemed, for the purposes of the Royalty Act, to be unrefined minerals attracting a maximum royalty of 7 per cent.

The Royalty Act comes into operation on 1 May 2009 and applies in respect of a mineral resource transferred on or after that date. However, the South African Minister of Finance, in his February 2009 annual budget speech, suspended the imposition of royalties under the Royalty Act until March 2010.

The royalty legislation does not present a risk which is unique to the South African mining industry, but changes regarding the timing of the implementation and the increased regulatory compliance burden creates a level of incremental uncertainty.

South African Government transformation initiatives under the MPRD Act and Mining Charter

The mining industry in South Africa is subject to extensive regulation. Whilst the regulatory environment is developing, it lacks clarity in a number of areas and is subject to interpretation, review and amendment. A current risk pertaining to the mining industry in South Africa is compliance with the Black Economic Empowerment ("BEE") requirements as prescribed by the regulatory framework for mining. Aquarius cannot predict the outcome or timing of any amendments or modifications to applicable regulations or the interpretation thereof, the release of new regulations or their potential impact on its business.

Pursuant to the MPRD Act, the South African government is the custodian of all mineral rights. Applications for prospecting rights and mining rights are lodged with the DME for consideration and the DME will issue a prospecting right or a mining right to competent applicants who comply with the relevant provisions pertaining to the application for such rights.

The MPRD Act outlines a set of procedures designed to transfer previous mineral property tenure in terms of old order rights. The transitional arrangements of the MPRD Act require old order prospecting rights to have been ``converted'' into new order prospecting rights by 1 May 2006 and old order mining rights to be ``converted'' into new order rights by 1 May 2009.

The MPRD Act contains provisions setting out its empowerment objectives, which are aimed at the economic empowerment of historically disadvantaged persons in South Africa (HDSAs). One of the requirements which must be met before the DME will issue a prospecting right or mining right is that an applicant must facilitate the participation by HDSAs in the prospecting and mining operations which result from the granting of the prospecting and mining rights. Under the Mining Charter, which was published to give substance and guidance to the empowerment provisions set out in the MPRD Act, applicants must be able to demonstrate that they have an equity participation in a prospecting or mining venture by HDSAs of 15 per cent. by 1 May 2009 and 26 per cent. by 1 May 2014.

The Mining Charter also includes provisions relating to skills development, procurement from HDSA companies, social upliftment and beneficiation. The Aquarius Group's exploration and mining activities are dependent upon the timely granting of appropriate licences, permits and regulatory consents which may be granted for a defined period of time, or may not be granted or may be withdrawn subject to a regulatory process, or may be subject to statutory restrictions. The Aquarius Group will require numerous further licences, permits and regulatory consent for the conduct of any new mining operations. There can be no assurance that such authorisations will be granted or renewed (as the case may be) or as to the terms of such grants or renewals. It must be noted however, that under the MPRD Act, the Minister of Minerals and Energy must grant prospecting rights or mining rights to applicants for such rights, if the applicant has complied with the formalities for such applications and the prerequisites for the granting of the rights. All of these formalities and prerequisites are objectively determinable from the MPRD Act, the Mining Charter and the regulations promulgated under the MPRD Act.

The next general election in South Africa will be held on 22 April 2009 and it could give rise to a change of administration. It is anticipated that the ruling party, the African National Congress, will retain its majority and accordingly, no significant change in government policy is expected.

Foreign exchange control risk may arise due to amendments to the existing South African foreign exchange control regime

Foreign derived loan capital or equity capital may be introduced into South Africa through a formal system of exchange control. Proceeds from the sale of assets in South Africa owned by a non-resident are remittable to the non-resident, provided that appropriate exchange control approvals have been obtained prior to such remission. There is a risk that amendments to the existing foreign exchange control regime may adversely affect Aquarius.

Political risk may affect the Aquarius Group's operations

South Africa has undergone major constitutional changes to effect majority rule and to upgrade the laws regarding mineral title. Accordingly, all laws may be considered relatively new, resulting in risks including but not limited to, misinterpretation of new laws, increased taxes, royalties, environmental regulation and mine safety arising out of a new sovereignty over mining, any or all of which could have an adverse impact upon the Aquarius Group. The Aquarius Group's operations may also be affected in varying degrees by political and economic instability, crime, extreme fluctuations in currency exchange rates and inflation, all of which are beyond the Aquarius Group's control.

Changes, if any, in mining or investment policies or shifts in political attitude in South Africa may adversely affect the Aquarius Group's operations or its future profitability. Operations may be affected to varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Foreign exchange fluctuations may have a material and adverse impact on the Aquarius Group's operations and financial position

The Aquarius Group's primary products - platinum, palladium, rhodium and nickel - are priced in the international market, primarily in US dollar-based contracts. The majority of the Aquarius Group's operating costs are paid in Rand or US dollars. Exploration projects and joint venture operations outside of South Africa also require capital expenditure in US dollars. The Aquarius Group does not hedge the majority of its exposure to fluctuations in foreign exchange rates.

Therefore, a significant movement in exchange rates (primarily the Rand versus the US dollar) may have a significant and adverse impact on the Aquarius Group's operations and financial condition. Given that the operation in Zimbabwe is run in US dollars, together with the dollarisation of the economy, currency risk posed by a weakening in the Zimbabwean dollar exchange rate is eliminated.

Industrial relations disputes may arise as a result of substantial trade union participation which may lead to the Aquarius Group experiencing work stoppages

Aquarius' South African workforce is unionised: approximately 75 per cent. of the workforce is represented by a number of recognised unions, including the National Union of Mineworkers which is the dominant union in South Africa. Some of the workforce is directly employed by AQPSA whilst most are employed by contracting companies, which carry out the mining activities for Aquarius Platinum (South Africa) (Pty) Ltd (AQPSA). AQPSA, or the contracting company, negotiates wages and conditions of service with unions every year and, where possible, multi-year agreements are negotiated. AQPSA, which employs by far the largest number of Aquarius' employees, has a strong relationship with these unions and their members (its employees) and is committed to discussing labour and wage issues with the unions as soon as such issues arise. During the financial year ended 30 June 2008, AQPSA and/or its subcontracting company experienced work stoppages at the Kroondal and Marikana mines, which affected production. There can be no assurance that unresolved labour disputes would not lead to production being stopped for indefinite periods due to strikes and other industrial action. In addition, the Aquarius Group may experience increased employee expenses as a result of collective bargaining.

HIV/AIDS and tuberculosis could have a negative effect on the Aquarius Group's workforce

The HIV/AIDS pandemic remains a significant challenge to companies operating in southern Africa. Allied to the HIV/AIDS pandemic is the increasing occurrence of tuberculosis amongst the workforce. Any significant increase in the incidence of HIV/AIDS infection, HIV/AIDS-related diseases and tuberculosis in the workforce may adversely impact the business, operations and financial condition of businesses in the industries in which the Aquarius Group operates. In addition, any significant changes in legislation relating to HIV/AIDS in the workplace could have a cost impact on the business of the Group, in relation to providing for anti-retroviral medication, sick leave and carer leave.

The Aquarius Group may incur cost and damages in connection with existing and future disputes

AQPSA is currently involved in an ongoing dispute with Grennaker LTA t/a Moolman Mining SA ("Moolman"). It was agreed by consent, and an order taken on 2 March 2009, that the dispute relating to the misrepresentation issue be referred to the trial court for resolution and that the arbitration relating to the rise and fall issue be indefinitely suspended pending outcome of these trial proceedings. The board of directors of AQPSA is of the reasonable opinion that there is no exposure to Aquarius. However, there can be no guarantee that the costs and damages associated with this arbitration and any future disputes will not have an adverse effect on the Aquarius Group's operations and financial condition.

The cost of occupational healthcare services may increase in the future depending on underlying legislation and the profile of Aquarius Group's employees

Healthcare costs in South Africa have increased in recent years. Healthcare, and particularly occupational healthcare, is provided by company-owned facilities for the majority of employees. There is a risk that the cost of providing such services could change in the future, depending on the nature of underlying legislation and the profile of employees. This cost, should it transpire, is difficult to estimate. The Aquarius Group has embarked on a number of initiatives focused on improving the quality of life of its employees, such as improved housing, transport, clinics and a comprehensive wellness programme. Significant increase in healthcare cost may have a material and adverse effect on the Aquarius Group's operations and financial condition.

The Aquarius Group depends on its key personnel and skilled workforce. If the Aquarius Group is unable to attract and retain key personnel and a skilled workforce, its business may be adversely affected

One critical aspect to be addressed by the government of South Africa is the ongoing relative shortage of senior mining skills in South Africa. The Aquarius Group's challenge is to compete with other employers to attract, retain, educate and incentivise its workforce and key personnel.

There can be no certainty that the services of its key personnel and skilled workforce will continue to be available to the Aquarius Group. If the Aquarius Group is not successful in retaining or attracting highly qualified individuals in key management positions, highly-skilled engineers, geologists and other skilled workers, its business may be materially harmed.

Failure of basic infrastructure in South Africa could impact negatively on the Aquarius Group achieving its production targets

Infrastructure in South Africa is under strain, notably utilities such as electricity and water supply. The Aquarius Group depends on the reliable and continuous delivery of sufficient quantities of power to its mines. South Africa has experienced and continues to a limited extent, to experience widespread and prolonged power outages, also known as load shedding. Should a serious failure of basic infrastructure take place or high occurrences of power outages across the country continue, production at the Aquarius Group's operations in South Africa could be materially and adversely impacted.

RISKS RELATED TO THE RESOURCES INDUSTRY IN ZIMBABWE

Social, political and economic uncertainty and instability in Zimbabwe may affect future foreign investment in the country

The Aquarius Group has a 50 per cent. interest in a joint venture entity in Zimbabwe. Zimbabwe's social, political and economic climate is currently highly uncertain.

The economy has been in decline since 1999. Most sectors, including the health sector, have virtually collapsed. An estimated 3,200 people have recently died of cholera and 82,000 people are believed to be infected. Basic water treatment facilities are non-existent and there is a general shortage of clean water owing to non-functional facilities and a lack of chemicals. The country has one of the highest prevalences of HIV/AIDS. Life expectancy is 34 years for women and 36 years for men.

In March 2008, Zimbabwe held combined presidential, parliamentary and local government elections which resulted in a run off election between ZANU PF ("PF") and the Movement for Democratic Change ("MDC") which was due to occur in June 2008. However, the MDC, led by Mr Morgan Tsvangirai withdrew from the run-off elections and PF became the ruling party led by its President, Mr Robert Mugabe.

With the assistance of the Southern African Development Community (a regional grouping of southern African states) led by South Africa, a power sharing arrangement was brokered, which has led to the formation of a government involving PF and two MDC formations. The government was officially inaugurated on 13 February 2009 and remains in place to date.

Continued economic and political uncertainty in Zimbabwe may affect future foreign investment in the country and may lead to the imposition of further exchange controls, restrictions on the ownership of the Aquarius Group's assets and its ability to operate its business and export minerals and metals from Zimbabwe. Should such events occur, they may have an adverse effect on the Aquarius Group's business and operations in Zimbabwe and its financial condition.

The Aquarius Group's operations may be adversely affected by changes to ownership, mineral rights, royalties and health and safety legislation in Zimbabwe

The Parliament of Zimbabwe passed the Indigenisation and Economic Empowerment Bill on 26 September 2007, which requires a 51 per cent. shareholding by indigenous Zimbabweans in all foreign owned companies. The Indigenisation and Economic Empowerment Act ("Empowerment Act") was promulgated on 17 April 2008 with some slight changes to the bill passed on 26 September 2007, the most important of which was the removal of a section that prohibited foreigners from owning real estate or immovable property in Zimbabwe. The Empowerment Act remains current law, however none of its provisions have been implemented. The Empowerment Act empowers the government to impose the choice of indigenous partners on businesses and to levy on them a fund from which those indigenous partners can borrow to finance their equity acquisitions in the relevant businesses.

Specific details on the implementation of the Empowerment Act in various sectors are pending. The details of implementation of the Empowerment Act on the mining sector have been under discussion for some time and were proposed to be incorporated into a revision of the Mines and Minerals Act, which is yet to be brought before parliament. Depending on the final outcome, one possibility is that the Aquarius Group may lose joint control over the Mimosa mine. Loss of joint control would result in the deconsolidation of the Zimbabwe assets and liabilities and may result in a loss to the Aquarius Group. It is impracticable to quantify any potential impact of a loss of joint control at this stage. In addition to the above, as the economic environment remains uncertain, future developments may have an impact on the ability of the Aquarius Group to recover the full carrying values of the Aquarius Group's assets in Zimbabwe.

If the Government decides to implement the Empowerment Act, the precise manner in which foreigners may divest themselves of or relinquish their controlling share in existing entities in accordance with the Empowerment Act is uncertain and the Aquarius Group cannot predict the outcome of it or its impact on its business. It is noteworthy that the Empowerment Act allows the relevant government minister to prescribe, for a temporary period, the duration of which has not been indicated, a lesser interest than 51 per cent. for indigenous Zimbabweans in mergers, restructurings, acquisitions, unbundlings and demergers.

The Empowerment Act requires the relevant government minister to carry out an indigenous and empowerment rating of every company in a manner to be prescribed. Such a rating process may present opportunities to impress on the relevant government minister the need to take into account factors other than mere equity.

In Zimbabwe, a royalty of 3 per cent. on precious metals and 2 per cent. on base metals is payable to the government of Zimbabwe under the Mines and Minerals Act. This royalty, which was introduced in 2002, was off-set by the lowering of the dividend tax rate to 15 per cent. There can be no assurance that the level of such royalties payable by Aquarius to the government of Zimbabwe will not increase in the future. Such increase might have a significant and adverse impact on the operations of the Aquarius Group and its financial condition.

The Aquarius Group's Zimbabwean operations operate under similar health and safety legislation to that in South Africa. Due to the uncertainty regarding the political environment in Zimbabwe, it is uncertain whether this legislation will remain in place or be amended in the future. This could have an adverse impact on the profitability of the operation in this jurisdiction.

Changes to monetary policy in Zimbabwe require companies operating in Zimbabwe to hold foreign exchange accounts within the country and to gain approval from the Reserve Bank of Zimbabwe to remit certain amounts abroad

Due to the economic conditions in Zimbabwe, the country has a severe shortage of foreign exchange. Under the new monetary policy issued by the Reserve Bank of Zimbabwe, Aquarius will require exchange control approval from the Reserve Bank of Zimbabwe to remit amounts in excess of US$1.5 million abroad. This may result in challenges in repatriating funds to Aquarius. It is too early to assess the impact of the official dollarisation of the Zimbabwean economy on Aquarius.

Labour disputes in Aquarius' Zimbabwean operations may adversely affect the business, operations and financial condition of Aquarius' Zimbabwean operations

At Aquarius' Zimbabwean operations, the opencast operations have to date been outsourced to a mining contractor. However, this profile is changing with the transition to underground mining, which will be owner-managed. There can be no assurance that labour disputes will not arise from mining contractor employees. Such disputes may lead to strikes, delays in production and other industrial action. Such events may have a material and adverse effect on the operation of Aquarius and the financial condition of Aquarius.

Failure of basic infrastructure in Zimbabwe could impact negatively on Aquarius achieving its production targets

Infrastructure in Zimbabwe is under great strain, including utilities such as electricity and water supply. Production could be materially and adversely impacted in the event of a serious failure of basic infrastructure in the country. However, large operations have managed to survive power shortages by, amongst other things, arranging with the national power authority for the private importation, through the national grids, of power from neighbouring countries such as South Africa, Mozambique, Zambia and the Democratic Republic of Congo.

OTHER RISKS RELATED TO THE AQUARIUS GROUP'S OPERATIONS

Forecasts of capital costs and operating costs may differ from estimates

Capital and operating cost figures included in this announcement are in many instances estimates only and no assurance can be given that such estimates are accurate. Such estimates are expressions of judgment based on knowledge and experience. Estimates made at any given time may significantly change when new information becomes available or when parameters that were used for such estimates change. Whilst the capital and operating cost estimates contained in this announcement are thought to be reliable, no assurance can be given that capital and operating costs will not be greater than those anticipated.

Interest rate fluctuations may adversely affect the Aquarius Group

The Aquarius Group's exposure to changes in interest rates results from investing and borrowing activities undertaken to manage the liquidity and capital requirements of the Aquarius Group. The Aquarius Group may limit its ongoing exposure to adverse fluctuations in interest rates by using means such as interest rate hedges (derivatives) and interest rate swaps. However there can be no assurance that the Aquarius Group will not be adversely affected by interest rate changes in the future.

The Aquarius Group's long-term success is in part dependent on developing new mines

The remaining lives of the Kroondal and Everest mines are 8 and 9 years respectively. The Aquarius Group's ability to sustain or increase levels of PGM production is dependent in part on the successful development of new ore bodies and/or expansion of existing mining operations. The economic feasibility of development projects is based upon many factors, including, among others: the accuracy of reserve estimates; metallurgical recoveries; capital and operating costs of such projects; government regulations relating to prices, taxes, royalties, land tenure, land use, importing, exporting and environmental protection; and PGM prices. Development projects are also subject to the successful completion of feasibility studies, the issuance of necessary governmental permits and the availability of adequate financing.

Development projects have no operating history upon which to base estimates of future cash flow. Estimates of proven and probable reserves and cash operating costs are, to a large extent, based upon detailed geological and engineering analysis. The Aquarius Group will conduct feasibility studies for proposed future mining operations which derive estimates of capital and operating costs based upon many factors, including, among others: anticipated tonnage and grades of ore to be mined and processed; the configuration of the ore body; ground and mining conditions; expected recovery rates; and anticipated environmental and regulatory compliance costs.

It is possible that actual costs and economic returns of current and new mining operations may differ materially from the Aquarius Group's best estimates. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase and to require more capital than anticipated. These additional costs could have an adverse impact on the Aquarius Group's future cash flows, earnings, results of operations and financial condition.

An increase in the Aquarius Group's production costs could reduce profitability

Changes in the Aquarius Group's production costs including the cost of energy, diesel, steel, chemicals and explosives could have a material and adverse impact on its profitability. Changes in costs of the Aquarius Group's mining and processing operations could occur as a result of unforeseen events, and could result in changes in operating results. Many of these changes are beyond the Aquarius Group's control.

Mining operations have been temporarily suspended at the Everest mine

On 8 December 2008 the Aquarius Group announced the temporary suspension of operations at the Everest mines owing to geotechnical issues, namely instability as a result of subsidence occurring over an upper area of the mine. Management has continued to assess the situation in conjunction with the DME and a Section 54 notice in terms of the Mine Health and Safety Act is in force prohibiting normal mining operations but allowing inspection teams to enter the mine and permitting the resumption of pumping operations.

The business interruption due to subsidence is a significant event and in assessing the lowest-risk way forward in terms of safety and operating cash flow impact, the decision has been made to suspend operations for a minimum of six months. This time will allow for a detailed technical investigation and the determination of alternatives to re-establish access and beltways into the underground workings after which the Everest mines can be returned to production in a safe manner. One possibility includes two alternate decline positions that could be developed from the previous opencast areas, each offering a technically acceptable access route. It should therefore be emphasised that the Aquarius Group's management believes that the subsidence event does not jeopardise the sustainability of the Everest mine on a long-term basis. However, there can be no guarantee that the mine will be re-opened.

An insurance claim may be made based on the subsidence event. AQPSA considers that there is sufficient ground for a combination of claims for subsidence, loss of earnings, clearance costs and that the potential insurance cover will off-set a large part of the business interruption. However, there is no guarantee that this be will be the case.

Dependence on key personnel and external contractors may have an adverse effect on the Aquarius Group's operations and financial condition

The success of the Aquarius Group depends to a significant extent upon its management and a limited number of key employees. Aquarius has a small management team and few employees and the loss of a key management member or one or more key employees could have a adverse effect on the Aquarius Group. The retention of management and key employees cannot be guaranteed.

The success of the Aquarius Group's operations is also dependent to a significant extent on the efforts and abilities of outside contractors. Poor performance or ceasing of business by the Aquarius Group's outside contractors, experts and advisers may have a material and adverse effect on the operations of the Aquarius Group and its financial condition.

Any failure of management of future growth could adversely effect the Aquarius Group's business, operations and financial condition

There can be no assurance that the Aquarius Group will be able to effectively manage the expansion of its operations, and the Aquarius Group's current systems, procedures and controls will need to be expanded and strengthened to support the Aquarius Group's future operations. Any failure to manage effectively the Aquarius Group's growth and development could have a material adverse effect on the Aquarius Group's business, operations and financial condition. There is no certainty that all or, indeed, any of the elements of the Aquarius Group's current strategy, as described in this announcement, will be delivered.

The Aquarius Group may, from time to time, seek to undertake strategic acquisitions or other such business opportunities. However, there can be no guarantee that the Aquarius Group will be able to identify future suitable opportunities or, if such opportunities are identified, fund such opportunities, integrate acquisitions or other collaborations into its existing business or successfully realise the growth expected from such opportunities. In addition, Aquarius may face increased competition from diversified resource companies who are taking an interest in PGMs. To the extent the Aquarius Group encounters such problems, its operations and financial condition could be adversely affected.

Inflation may increase future operational costs without a concurrent devaluation of the local currency against the dollar or an increase in the dollar price of available commodities

As Aquarius is unable to control the market price at which the commodities it produces are sold (except for any forward sales or derivative contracts), it is possible that higher inflation in the countries in which the Aquarius Group operates may result in an increase in future operational costs without a concurrent devaluation of the local currency against the dollar or an increase in the dollar price of the applicable commodities. Cost inflation in the mining sector is more apparent during periods of high commodity prices as demand for goods and services can exceed supply.

Provisional pricing arrangements may result in future price adjustment and repayment in part of provisional payments

The Aquarius Group sells PGMs and other metals in concentrate form to Anglo Platinum and Impala Platinum. The Aquarius Group receives a provisional payment for the concentrate sold and recognises revenue at fair value based on the expected forward price. However, final payments for such sales are made later, based on the average market price for a month which can be up to three months after the month of delivery. As a result, differences in the metals price applied upon final payment and that applied on provisionally priced sales contracts can result in significant PGM price adjustments and may result in the repayment of provisional payments already received should the PGM prices fall further.

Most of the Group's revenues are derived from production at its four mining operations, one of which is currently closed

The Aquarius Group has interests in 4 mining operations (Kroondal, Marikana, Everest and Mimosa) and 2 tailings retreatment facilities (Platinum Mile and Chrome Tailings Retreatment Plant). In the event of operational disruption at the on site operations, as evidenced by the closure of the Everest mine, cash flows are likely to be affected and this will have a adverse effect on the Aquarius Group's operations and its financial condition.

Corporate structure risk may affect the Aquarius Group's ability to pay dividends

As the Aquarius Group conducts business primarily through various subsidiaries or its shareholdings in joint venture companies incorporated in various jurisdictions, its ability to pay dividends to its shareholders depends on such subsidiaries' and companies' ability to pay dividends and to advance funds to their shareholders. Other contractual and legal restrictions applicable to the Company's subsidiaries or to companies in which the Aquarius Group has shareholdings could also limit its ability to obtain cash from them. Its rights to participate in any distribution of its subsidiaries' assets or assets of companies in which it has shareholdings upon their liquidation, reorganisation or insolvency would generally be subject to prior claims of those subsidiaries' creditors, including any trade creditors and preferred shareholders.

RISKS RELATING TO THE PLACING, RIGHTS ISSUE, NEW COMMON SHARES AND NEW DIS

Aquarius' Share price may fluctuate which could result in a decline in the market price of the New Common Shares and New DIs

The market price of the Placing Shares and/or the Rights Issue Shares and/or New DIs (including the Nil Paid Rights and DI Nil Paid Rights) and/or the Common Shares and Depositary Interests could be subject to significant fluctuations due to a change in sentiment in the market regarding the Placing Shares and/or the Rights Issue Shares and/or New DIs (including the Nil Paid Rights and DI Nil Paid Rights).

Any such fluctuations could result from national and global economic and financial conditions, the market's response to the Placing, Rights Issue and Convertible Bond Issue, the PGM volume trend through 2009, market perceptions of Aquarius, including its ability to manage its existing debt facilities and raise new capital, regulatory changes affecting the Aquarius Group's operations, variations in the Aquarius Group's operating results, business developments of the Aquarius Group or its competitors and liquidity of financial markets.

Stock markets have recently experienced significant price and volume fluctuations that have affected the market prices for the Common Shares and Depositary Interests. Further, the operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the Nil Paid Rights, DI Nil Paid Rights, New Common Shares and New DIs.

An active trading market in the Nil Paid Rights and DI Nil Paid Rights may not develop

An active trading market in the Nil Paid Rights may not develop on ASX, the LSE or JSE respectively. In addition, because the trading price of the Nil Paid Rights and DI Nil Paid Rights depends on the trading price of the Common Shares and Depositary Interests, the Nil Paid Rights and DI Nil Paid Rights prices may be volatile and are subject to the same risks as noted elsewhere in this announcement.

Aquarius' ability to pay cash dividends in the future will depend on the level of profits and cash flows generated by the Aquarius Group

Due to current market conditions, the Board elected not to pay an interim dividend in respect of the six months ended 31 December 2008. The Board has decided in light of the Rights Issue, not to declare a final dividend for 2009. No assurance can be given that cash dividends will be paid in future.

Shareholders who do not acquire New Common Shares or New DIs in the Placing and Rights Issue will experience dilution in their ownership of Common Shares and Depositary Interests

If Shareholders do not take up the offer of Rights Issue Shares (or New DIs) in the Rights Issue, their proportionate ownership and voting interests in Aquarius will be reduced and the percentage that their Common Shares (or Depositary Interests) will represent of the total share capital of Aquarius will be reduced accordingly. Even if a Shareholder elects to sell his Nil Paid Rights or DI Nil Paid Rights, the consideration he receives may not be sufficient to compensate him fully for the dilution of his percentage ownership of the Company's share capital that may be caused as a result of the Rights Issue. Regardless of whether a Qualifying Shareholder takes up the offer of Rights Issue Shares, the effect of the Placing will be to reduce the proportionate ownership and voting interests in the Common Shares of Shareholders who do not participate in the Placing on a pro rata basis.

Any future issues of Common Shares and Depositary Interests will further dilute the holdings of current Aquarius Shareholders and could adversely affect the market price of Common Shares and Depositary Interests

Other than the proposed issue of New Common Shares and New DIs under the Placing and Rights Issue, the issue of Common Shares pursuant to the First Plats Agreement, conversion of options into Common Shares that have already been granted, the issue of Common Shares on exercise of existing options, the conversion rights under the Convertible Bonds in relation to the Convertible Bond Issue and the Possible Acquisition, Aquarius has no current plans for an offering of Common Shares or rights converting into Common Shares. However, it is possible that Aquarius may decide to offer additional Common Shares in the future either to raise capital or for other purposes. If Shareholders did not take up such an offer of Common Shares or were not eligible to participate in such offering, their proportionate ownership and voting interests in Aquarius would be reduced and the percentage that their Common Shares would represent of the total share capital of Aquarius would be reduced accordingly. An additional offering, or significant sales of Common Shares by major Shareholders, could have a material adverse effect on the market price of Common Shares and Depositary Interests as a whole.

Restricted Shareholders may not be able to receive the Rights Issue Shares and New DIs in the Rights Issue

Securities laws of certain jurisdictions may restrict Aquarius' ability to allow participation by Qualifying Shareholders in the Rights Issue. In particular, holders of Common Shares and Depositary Interests who are located in Excluded Territories may not be able to participate in the Rights Issue. Securities laws of certain of these jurisdictions may restrict Aquarius' ability to allow participation by shareholders in such jurisdictions in any future issue of Common Shares carried out by the Company. Qualifying Shareholders who have a registered address in or who are resident or located in, or who are citizens of, any Excluded Territory may not, subject to certain exceptions, participate in the Rights Issue.

The proposed secondary listing of the New Common Shares on the London Stock Exchange will afford investors a lower level of regulatory protection than a primary listing

Application will be made for the New Common Shares to be admitted to a secondary listing on the Official List of the UK Listing Authority. A secondary listing affords investors in Aquarius a lower level of regulatory protection than afforded to investors in companies with primary listings on the Official List of the UK Listing Authority, which are subject to additional obligations under the UK Listing Rules. However, Aquarius has a primary listing on ASX and, subject to any waivers granted by ASX in specific circumstances, is required to comply with all ASX Listing Rules.

The liability of Ernst & Young in relation to the preparation of accounts and audits is limited

The liability of Ernst & Young is limited by a scheme approved under Australian professional standards legislation. The limits under the schemes are:

(i) for audit and related services (category 1) - 10 times the fees to a maximum of A$75 million;

(ii) for insolvency services (category 2) there is a sliding scale which uses the 10 times the fees model. There are some variances depending on the structure of the engagement, otherwise the limit is 10 times the fees to a maximum of A$20 million; and

(iii) for all other services (category 3) - 10 times the fees to a maximum of A$20 million.

There is a minimum cap on liability under the schemes of A$500,000 for actions which occurred up to 30 June 2008. This has increased to A$750,000 for actions occurring between 1 July 2008 and 30 June 2009 and will increase further to A$1 million for actions occurring after 1 July 2009.

Should any investor decide to challenge the limited liability of Ernst & Young in relation to the preparation of accounts and audits, in a court of law, there can be no assurance about how courts in Australia or the UK or any other jurisdiction would interpret such limits on liability.

RISKS RELATING TO THE CONVERTIBLE BOND ISSUE

The Convertible Bond Issue could lead to Shareholders experiencing dilution in their ownership of Aquarius should the Convertible Bonds be converted in accordance with their terms

Bondholders under the Convertible Bond Issue will have the ability to convert Convertible Bonds into Common Shares under certain circumstances, which could result in dilution of existing shareholders to the extent that they are not Bondholders who are converting at the same time themselves. The number of Common Shares underlying each Convertible Bond will be specified at the issue date of the Convertible Bonds, but may increase in the future depending on the occurrence of certain events, so as to protect Bondholders from future dilution of the Common Shares underlying the Convertible Bonds. These events include but are not limited to, the declaration of dividends beyond certain thresholds and issuance of equity in the Company or options thereon.

The terms of the Convertible Bonds limit the further borrowing by the Company

The terms of the Convertible Bonds limit the amounts, types and maturities of future borrowings by the Company. The Company may not borrow/commit to any guarantees which have a capital repayment/claim period prior to the redemption of the Convertible Bonds. Modest allowances for borrowings with capital repayments prior to the final maturity of the Convertible Bonds have been made. These borrowing restrictions may limit the Company's ability to take advantage of favourable financing offers with terms that are prohibited by the Convertible Bond restrictions.

The terms of the Convertible Bonds limit the payment of dividends and other distributions

The terms of the Convertible Bonds allow the Company to pay unlimited dividends contingent on certain cash holding requirements being met within the first 18 months of issuing the Convertible Bonds. The declaration of large dividends will however result in adjustments to the number of Common Shares underlying each Convertible Bond, increasing potential dilution. In addition, certain cash reserving requirements will be placed on the Company after the first 18 months of issuing the Convertible Bonds. These reserving requirements will not specifically limit the ability to pay dividends or make other distributions but may as a consequence of meeting the reserving requirements indirectly limit the ability of the Company to pay dividends or make distributions. Failure to meet the reserving requirements will constitute an event of default on the Convertible Bonds.

Security enforcement in the event of insolvency will not be afforded the benefits of a ``bank or other financial institution''

A security package provided to Bondholders pursuant to the terms of the Convertible Bond Issue involves the use of a Security Special Purpose Vehicle (Security SPV) which is a bankruptcy remote entity that issues guarantees to the lenders of Aquarius and is in turn indemnified by AQPSA. The Security SPV then registers security through mortgage bonds, special notarial bonds and general notarial bonds. The MPRD Act provides that if security is registered by a ``bank or other financial institution'' over mining rights, and should the holder of the mining rights be liquidated, the rights will not automatically lapse. If however the security is registered by another entity, the liquidation of the holder of the mining rights will not prevent the lapse of the said rights. Opinion stands that the Security SPV arrangement (which is commonplace in South African secured financing arrangements) will not be afforded the benefits of a ``bank or other financial institution''. In an insolvency event if the said rights lapse, the amounts that will ultimately be recoverable by Shareholders after settlement of the liabilities of the Company will be reduced.

RISK FACTORS CONNECTED WITH THE POSSIBLE ACQUISITION

The Possible Acquisition is pre-conditional and those conditions may not be satisfied

The Possible Acquisition will be conditional, amongst other things, upon approval by the shareholders of Ridge and regulatory clearances. There can be no assurance that these conditions will be satisfied and that completion of the Possible Acquisition will be achieved.

Ridge may not perform in line with the Aquarius Group's expectations

If the Possible Acquisition completes and the results and cash flows generated by Ridge are not in line with the Aquarius Group's expectations, a write-down may be required against the carrying value of its investment in Ridge.

Failure to integrate in the Ridge business may adversely affect the Aquarius Group's results operations or financial condition

If the Possible Acquisition completes, then the integration of Ridge into the Group following the Possible Acquisition (the "Enlarged Aquarius Group") would involve a number of risks, including:

* the attention of the Enlarged Aquarius Group's management may be diverted away from other business concerns; * there may be outstanding or unforeseen legal, regulatory, contractual, labour or other issues arising from the Possible Acquisition; * the Enlarged Aquarius Group may find it difficult to effectively assimilate the business and management cultures of the Aquarius Group and Ridge; and * the Enlarged Aquarius Group may not be able to achieve the post-tax cash cost savings and other potential synergies identified prior to the Possible Acquisition.

If the Aquarius Group fails to integrate Ridge on a timely and cost-effective basis, the higher than expected costs and other difficulties could have an adverse effect upon the results of operations or financial condition of the Enlarged Aquarius Group.

The mining rights for the Blue Ridge Project have not yet been converted

The ``old order mining right'' for the Blue Ridge Project has not yet been converted. The conversion application has however been lodged with the DME for conversion, which conversion application was timeously lodged at the DME and complies with the requirements of the MPRD Act. Due to the fact that the application was timeously lodged, the ``old order mining right'' continues to be valid and enforceable and mining activities at Blue Ridge can continue lawfully until conversion is obtained.

Ridge is affected by the same operational risks in South Africa as Aquarius

The operational risks relating to Aquarius' operations in South Africa and as set out in Appendix II of this announcement will, in general, also apply to the operations of Ridge in South Africa, both being the subject of platinum mining and processing operational risks.

RISKS RELATING TO INCORPORATION IN BERMUDA

Aquarius is a Bermuda company and it may be difficult for Shareholders and investors to enforce judgments against the Company or Directors and executive officers

Aquarius is a Bermuda exempted company. As a result, the rights of holders of Common Shares will be governed by Bermuda law and Aquarius' Memorandum of Association and Bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including those of Australia, the United Kingdom or South Africa, against Aquarius or its Directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against Aquarius or Aquarius' Directors or officers under the securities laws of other jurisdictions.

The Bye-laws of Aquarius restrict Shareholders from bringing legal action against officers and Directors of Aquarius

The Bye-laws contain a broad waiver by Shareholders of any claim or right of action, both individually and on Aquarius' behalf, against any of Aquarius' officers or Directors. The waiver applies to any action taken by an officer or Director, or the failure of an officer or Director to take any action in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or Director. This waiver limits the right of Shareholders to assert claims against Aquarius' officers and Directors unless the act or failure to act involves fraud or dishonesty.

APPENDIX III FURTHER INFORMATION ON THE AQUARIUS GROUP Overview

Aquarius is a focused PGM producer, with operations on the eastern and western limbs of South Africa's PGM-bearing mineralised zone, the Bushveld Complex, and the Great Dyke in Zimbabwe. Aquarius' attributable PGM (4E) production in the financial year ended 30 June 2008 was 500,203 ounces. Following the temporary closure of the Everest mine, Aquarius' production target for the 2009 financial year has been revised to 450,000 to 475,000 ounces.

The Aquarius Group had revenues of US$919 million for the financial year ended 30 June 2008 and US$139 million for the six months ended 31 December 2008. Net profit for the financial year ended 30 June 2008 was $236 million, equal to US$0.92 cents per share. The net loss for the six months ended 31 December 2008 of US$70 million equal to US$0.25 per share, was primarily due to the significant reduction in metal prices experienced since June 2008, which saw platinum prices decrease from an average of US$2,036 per ounce in the month of June to an average of US$840 per ounce in the month of December and Rhodium prices decrease from an average of US$9,774 per ounce in the month of June to US$1,220 per ounce in the month of December.

The Common Shares are quoted on the ASX and are listed and admitted to trading on the London Stock Exchange's main market for listed securities and the JSE. The Company also has a sponsored Level 1 ADR program in the United States. As at 25 March 2009, the market capitalisation of Aquarius was approximately £602 million. Aquarius is a member of the FTSE 250, an index that comprises the 250 ``most capitalised companies on the London Stock Exchange''.

The Company's primary mining assets in South Africa are the Kroondal, Marikana and Everest mines which are operated through its wholly owned subsidiary Aquarius Platinum (South Africa) (Pty) Ltd (AQPSA). In October 2008, Aquarius increased its equity interest in AQPSA from 67.5 per cent. to 100 per cent. following completion of the final phase of its South African BEE transaction with SavCon.

In 2004, SavCon had acquired shares in AQPSA, to comply with the BEE requirements in the MPRD Act and the Broad Based Socio-Economic Empowerment Charter ("Mining Charter"). In October 2008, SavCon exchanged its shares in AQPSA for Common Shares. The Group also holds a 50 per cent. interest in the Chrome Tailings Retreatment Plant ("CTRP") and in Platinum Mile. CTRP and Platinum Mile both recover PGMs from the tailings streams of various platinum and chrome mining operations on the western limb of the Bushveld Complex and are held through Aquarius' wholly owned subsidiary, Aquarius Platinum (South Africa) (Corporate Services) (Pty) Ltd ("ASACS").

History and development of Aquarius

Aquarius is a Bermuda incorporated company that was established in 1998 as an investment holding company in connection with the restructuring and redomiciliation of Aquarius Platinum Limited (at that time, an Australian incorporated public company). Aquarius was admitted to listing on the ASX as an exploration venture in 1999. Aquarius first entered the PGM industry with the creation and implementation of the project at Kroondal.

A wholly owned subsidiary of Aquarius entered into a strategic alliance with Impala Platinum in 1998 and signed a concentrate offtake agreement for the Kroondal mine. In 2000, Impala Platinum sold the Everest and Chieftains Plain deposits to Aquarius in return for a 25.5 per cent. interest in AQPSA.

The Kroondal mine was commissioned in August 1999, ahead of schedule and below budget. In October 1999, Aquarius joined the London Stock Exchange's AIM market. Aquarius was admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities in July 2003.

In December 2000, Aquarius launched a cash offer to acquire the minority interests in Kroondal Platinum Mines Limited ("KPM"), a company listed on the JSE. In 2002 Aquarius achieved full control of KPM. KPM was subsequently delisted from the JSE and consolidated with the Aquarius Group's other South African interests into AQPSA to provide a more efficient corporate structure.

In July 2002, Aquarius acquired a 50 per cent. stake in ZCE Platinum Limited. Through this acquisition, Aquarius also acquired Mimosa Mining Company Private Limited and the Mimosa Mine in Zimbabwe, thereby diversifying its asset base and providing a significant boost to its resources.

In 2002, the South African government adopted the MPRD Act and the Mining Charter. The MPRD Act (promulgated in May 2004) requires the transfer of 26 per cent. of the equity of assets at a local South African level within 10 years to Black Economic Empowerment bodies. In November 2004 Aquarius announced that it had reached agreement with SavCon, a Black Economic Empowerment consortium, which would provide SavCon with a 29.5 per cent. interest in AQPSA for a total investment of ZAR860 million (US$140 million). The proceeds of this sale were used in the construction of the Group's Everest mine. As a result of this transaction, and an assisted share buy back and share split, SavCon became the owner of 19.98 per cent. of Aquarius issued share capital, which was subsequently reduced to 18.89 per cent.

Longevity to the Group mine life was provided by two pooling and sharing agreements with Anglo Platinum, one at the Kroondal mine and one at the Marikana mine respectively. Agreed in 2003, the Kroondal pooling and sharing agreement added its first new production in March 2005. With the addition of new reserves by Anglo Platinum, mine operations at Kroondal were expanded and mine life was extended by 8 years to 2017. Later, this arrangement was emulated through the Marikana pooling and sharing agreement whereby Anglo Platinum contributed reserves for underground mining adjacent to Aquarius' open pit operations and processing infrastructure. Like the Kroondal pool and share agreement, the Marikana pool and share agreement added new production and extended mine life by 8 years to 2024.

Strategy

Aquarius' management believe that the Company has demonstrated a strong track record of growth and development based on a clear strategy and well tested and effective operating principles.

The key operating principles of Aquarius' business model include:

(a) utilising capital intensive rather than labour intensive mining. This brings with it a higher degree of mechanisation and other innovations in design, mining and processing;

(b) ensuring a low overhead structure across the Aquarius Group;

(c) entering into long-term contracts for the sale of concentrate. From Aquarius' perspective, this approach has overcome the significant financial and technical barriers to entry and the associated risk within the PGM business of setting up and running large-scale processing facilities and marketing infrastructure; and

(d) remaining supportive of the good fiscal regime in South Africa and being BEE compliant.

Aquarius' strategy is built around the following core areas:

(a) maximising the value of the Aquarius Group's existing operations through:

* extension of the useful life of the operations through brownfields developments, acquisition of additional adjoining properties and entering into innovative structures such as the two pool and share agreements put in place at the Kroondal and Marikana mines; and * rigorous cost control and maintaining a low overhead cost structure;

(b) identifying, acquiring, developing and mining smaller-scale deposits. Deposits of this nature have often been overlooked by the major players in the industry. Mineral rights acquired in this way, particularly in light of the ``use it or lose it'' legislation in South Africa, can be cost-effective. The acquisition and development of Everest demonstrates Aquarius' ability to deliver on this aspect of its strategy; and

(c) acting as a consolidator in the junior PGM mining space through the identification and acquisition of junior PGM mining operations. The current state of the PGM market as well as prevailing conditions in international financial markets has placed many junior operators under financial strain, creating an environment where they could benefit from combining with a larger, more experienced operator such as Aquarius that also benefits from having current cash flow. The Possible Acquisition is an example of such a combination.

Industry Overview

During the financial year ended 30 June 2008, the PGM markets experienced soaring prices followed by a dramatic correction and price reduction during the second half of the financial year ended 30 June 2008. The prices of platinum and rhodium rose to all time record levels during the early part of the financial year ended 30 June 2008. The platinum price peaked at US$2,276 per ounce in early March and that of rhodium at US$10,100 per ounce in June 2008. The price of palladium also touched a multi-year high of US$588 per ounce. From the record highs reached earlier in the year, the average monthly prices in December 2008 reduced to US$840 per ounce for platinum, US$176 per ounce for palladium and US$1,015 per ounce for rhodium, respectively 58 per cent., 61 per cent. and 89 per cent. lower than in June 2008.

Average prices reported on the free market for the financial year ended 30 June2007, financial year ended 30 June 2008 and first half of the 2009 financialyear were: FY 2007 FY 2008 H1 2009 Platinum US$1,208 per ounce US$1,661 per ounce US$1,203 per ounce Palladium US$ 339 per ounce US$ 399 per ounce US$ 261 per ounce Rhodium US$5,275 per ounce US$7,389 per ounce US$4,069 per ounce

Outlook for the PGM market

High prices during the early part of 2008 drove demand for metal lower encouraging consumers to control consumption and drive down inventories. This was coupled with a weakening in global economics which has seen a drop off in overall global demand for metal. Consequently, the next 12 to 18 months for the PGM market are expected to be difficult trading conditions with downside risk to the current basket price remaining. Even though an estimated 30 per cent. of producers are producing at costs higher than the current basket price, it will take a period of time for supply and demand momentum to adjust to the current prices and reach a new equilibrium level.

The reduction in vehicle sales, reduced PGM content resulting from technological advancement, reduced demand for diesel engines as a result of lower oil prices and the impact of the general recessionary environment affecting jewellery sales, have combined to considerably weaken the demand side.

On the supply side there are a number of expansions which were planned to start delivering PGMs in 2009 which could increase production by over 700,000 ounces. To date there has been limited information on curtailment of production and an anticipated 270,000 ounces of incremental supply is expected to come from these junior producers.

However, over the longer term the Company anticipates that stricter emissions standards will force the use of diesel particulate filters on almost all diesel cars sold in Europe, supporting platinum demand despite a worsening outlook for global vehicle production. In the jewellery industry, latent demand remains intact and is anticipated to provide price support. Additionally, the amount of metal returned to the market from second-hand jewellery in Japan has recently decreased as the price has fallen, and as a result net demand is expected to improve. However, price volatility affects the trade's confidence, so a sustained period of price stability would benefit the industry further and help rebuild demand to previous levels.

Similarly, the Company anticipates significant supply side intervention should weak metal prices prevail in the medium term given a significant turn-around in the economic prospects of production expansions at current prices.

Platinum

Total platinum world supply for the 2008 calendar year showed a second successive year of declining output at 6.078 million ounces, a decrease of 7 per cent. from 2007. Modest production growth was achieved in North America but production fell in Russia and South Africa.

South Africa, the world's largest platinum producer, contributes approximately 76 per cent. of global platinum production and its ability to maintain and increase output is critical to the determination of platinum prices. In early 2008, shortages of electricity and skilled personnel and a range of technical issues impacted on production in South Africa and resulted in significant increases in platinum prices during the first part of 2008. The rapid deterioration in the global economy, the resultant fall in the demand for platinum from the auto catalyst industry and sales by speculative investors led to a dramatic fall in platinum prices during the latter half of 2008.

The net demand for platinum decreased by 3 per cent. from 2007 to 2008 to 6.510 million ounces as the strength in the industrial and investment sectors was insufficient to offset the weakness in the autocatalyst and jewellery sectors. Gross auto catalyst demand fell due to the steep decline in vehicle sales whilst high prices during the first half of 2008 resulted in a decline in the fabrication of jewellery and a dramatic increase in the recycling of scrap metals.

However, there was significant uptake in jewellery during the second half of the year, resulting in higher demand than anticipated. Since the price collapse to a low in early December 2008, platinum has staged a modest recovery aided by rising jewellery demand, investments in exchange traded funds and a rise in net non-commercial open interest on NYMEX and TOCOM.

Palladium

The palladium market ended the 2008 calendar year with a smaller surplus of 0.192 million ounces. Palladium demand remained virtually unchanged in 2008 with the decline in autocatalyst demand offset by strength in other applications, including jewellery, industrial and investment. Palladium continued to increase its share of the gasoline and light-duty diesel markets but the growth in these areas could not counteract the steep decline in demand from the North American auto catalyst market. Supplies of palladium declined sharply owing partly to a reduction in South African production and a decline in shipments from the Russian Federation. The decline in shipments from the Russian Federation in 2008 was due to less production by Norilsk Nickel, a major palladium producer and reduced shipments from Russian state-held inventories.

Supply and demand assumptions point to a moderate surplus in the palladium market for the

foreseeable future but this is highly dependent on Russian state-held inventories and when they will be released. In the first two months of 2009 palladium prices have shown a moderate recovery based on investment demand.

Other PGMs

Despite a reduction in rhodium demand, the market for rhodium was in overall deficit for the 2008 calendar year with total demand of 0.765 million ounces as compared with total supply of 0.722 million ounces. With the rhodium price rising dramatically over the past few years, manufacturers have intensified their efforts to reduce the rhodium content of catalyst systems. Demand therefore declined in the developed markets of North America, Europe and Japan. The decline was further exacerbated by the reduction in strategic inventory held by some manufacturers. An increase in demand from nations such as China and Russia was insufficient to offset the decline and overall demand fell to its lowest levels in seven years.

Business overview and description

Aquarius is primarily an explorer, developer and mine operator focussed on PGMs and associated base metals in sub-Saharan Africa. Aquarius' operating methods concentrate on mechanised wide reef board and pillar mining via declines. Aquarius has capitalised on mining lower-grade and smaller deposits that have been overlooked by other miners. This capital intensive approach has served Aquarius well in an industry that is still dominated by deep level labour intensive mining. Efficient ore processing with the application of dense media separation to increase ore quality is a core Aquarius practice.

Aquarius does not process its metals in concentrate, instead preferring to sell these metals to Anglo Platinum and Impala Platinum. Aquarius is paid upfront for these metals, thereby avoiding the lengthy smelting and refining pipeline processes and sales and marketing of the metals. This mitigates some of the technical and financial risk associated with the downstream industry.

Current Operations

Kroondal

The Kroondal mine is situated on the western limb of the Bushveld Complex in North West Province, South Africa. AQPSA has partnered with Anglo Platinum in a pooling and sharing agreement since 2003. The pooling and sharing agreement has enabled Aquarius to expand the scope of the Kroondal mine operations and extend the mine life to 2017. Under the pooling and sharing agreement 50 per cent. of the mineral resources and reserves are attributable to Aquarius. The Kroondal mine, which exploits the UG2 Reef, comprises four operating decline sections: the Central, East, No 3 and K5 shafts which access the Kroondal and Townlands blocks.

The Kroondal mine also has two concentrator plants, K1 and K2, with a combined capacity of 570,000 tonnes per month. AQPSA has an offtake agreement for the processing and refining of its concentrate with Anglo Platinum in respect of Kroondal. The offtake agreement with Impala Refining Services came to an end during the course of the financial year ended 30 June 2008.

Key statistics Financial year ended 30 June 2008 2007 Tonnes mined (Mt) 6.4 6.6 Tonnes processed (Mt) 6.0 6.3 Average grade (4E) (g/t) 2.61 2.81 Cost per PGM (4E) ounce (R/oz) 4,241 3,069 (US$/oz) 587 427 Capital expenditure (Rm) 347 250 (US$m) 48 35 Production of metal in concentrate (oz) Platinum 234,041 263,930 Palladium 113,400 127,048 Rhodium 41,852 46,097 Gold 1,823 2,275 Total production 391,117 439,351 Total attributable production to 195,558 219,674Aquarius

Marikana

The Marikana mine lies 8 k.m. east of Kroondal, on the western limb of the Bushveld Complex, in North West Province, South Africa, and consists of underground (1 and 4 shafts) and open-pit operations. Marikana's concentrator plant has a monthly processing capacity of 220,000 tonnes. The mine life for the Marikana mine is until 2021.

Aquarius has a second pooling and sharing agreement with Anglo Platinum at theMarikana mine and the financial year ended 30 June 2008 was the second fullyear of its operation of this agreement. The pool and share agreement includesa dense media separation plant. Under the pooling and sharing agreement 50 percent. of the mineral resources and reserves are attributable to Aquarius.Concentrate produced from mineral reserves contributed by Aquarius to thepooling and sharing agreement is smelted, refined and marketed by ImpalaRefining Services. Concentrate produced from mineral reserves contributed byAnglo Platinum to the pooling and sharing agreement is smelted, refined andmarketed by Anglo Platinum.Key statistics Financial year ended 30 June 2008 2007 Tonnes mined (Mt) 2.1 2.1 Tonnes processed (Mt) 2.1 2.0 Average grade (4E) (g/t) 2.89 3.19 Cost per PGM (4E) ounce (R/oz) 7,575 5,219 (US$/oz) 1,048 727 Capital expenditure (Rm) 110 201 (US$m) 15 28 Production of metal in concentrate (oz) Platinum 78,786 80,903 Palladium 33,916 37,719 Rhodium 12,073 12,750 Gold 808 1,003 Total production 125,583 132,375 Total attributable production to 62,791 66,187Aquarius

Everest

The Everest mine, the newest mine within the Aquarius portfolio was commissioned in December 2005. Everest is 100 per cent. owned by Aquarius and is located on the eastern limb of the Bushveld Complex in the province of Mpumalanga, South Africa. Currently, the mine consists only of an underground operation that exploits the UG2 Reef, the open pit operation having been concluded in the financial year ended 30 June 2008. The rehabilitation of the open pits is largely completed. A concentrator plant with a monthly capacity of 230,000 tonnes processes the mined material. Concentrate from the Everest mine is smelted, refined and marketed by Impala Refining Services. The remaining mine life of the Everest mine is approximately 9 years.

On 8 December 2008 the Aquarius Group announced the temporary suspension of operations at Everest owing to geotechnical issues, namely instability as a result of subsidence occurring over an upper area of the mine. Management has continued to assess the situation in conjunction with the South African Department of Minerals and Energy and a Section 54 notice in terms of the Mine Health and Safety Act (South Africa) is in force prohibiting normal mining operations. Inspection teams are allowed to enter the mine and the resumption of pumping operations has been permitted.

The business interruption due to subsidence is a significant event and inassessing the lowest-risk way forward in terms of safety and operating cashflow impact, the decision has been made to suspend operations for a minimum ofsix months. This time will allow for a detailed technical investigation and thedetermination of alternatives to re-establish access and beltways into theunderground workings so that Everest can be returned to production in a safemanner. The directors of the Aquarius Group believe that the subsidence eventdoes not jeopardise the sustainability of the Everest mine on a long-termbasis.Key statistics Financial year ended 30 June 2008 2007 Tonnes mined (Mt) 2.1 2.4 Tonnes processed (Mt) 2.1 2.4 Average grade (4E) (g/t) 2.98 2.89 Cost per PGM (4E) ounce (R/oz) 4,126 3,373 (US$/oz) 571 470 Capital expenditure (Rm) 81 132 (US$m) 11 19 Production of metal in concentrate (oz) Platinum 94,428 94,398 Palladium 46,034 52,527 Rhodium 16,255 15,534 Gold 1,278 1,478 Total production 157,995 163,938 Total attributable production to 157,995 163,938Aquarius

Mimosa

The Mimosa mine, which is located within the Wedza Geological Complex, on thesouthern portion of the Great Dyke in Zimbabwe, comprises a shallow undergroundmine accessed via a decline shaft and a surface concentrator plant. The mine isoverseen by joint venture partners Aquarius and Impala Platinum. Mimosa has anofftake agreement with Centametall AG of Switzerland. Under this contract,concentrate produced by the Mimosa mine is delivered to Impala RefiningServices in South Africa for processing and refining. The Mimosa mine has amine life of 25 years.Key statistics Financial year ended 30 June 2008 2007 Tonnes mined (Mt) 1.89 1.85 Tonnes processed (Mt) 1.73 1.69 Average grade (4E) (g/t) 3.57 3.66 Cost per PGM (4E) ounce (US$/oz) 446 383 Capital expenditure (US$m) 33 14 Production of metal in concentrate (oz) Platinum 76,565 77,771 Palladium 58,154 59,216 Rhodium 5,966 6,030 Gold 10,148 10,553 Total production 150,832 153,570 Total attributable production to 75,416 76,785Aquarius

Chromite Tailings Retreatment Plant

In addition to expanding mining activities, Aquarius has also moved intoprocessing chromite and platinum tailings to recover PGMs. The CTRP is locatedadjacent to the Kroondal mine and re-treats old dump and tailings streams fromthe beneficiation process used at neighbouring chromite mines. Environmentally,CTRP has a beneficial impact as it cleans up old dumps on the Kroondalproperty, which are remnants of earlier chromite activities in the area. CTRPis jointly owned by Aquarius (50 per cent.), which also manages the plant,Ivanhoe Nickel and Platinum Limited (25 per cent.) and Sylvania South Africa(Pty) Limited (25 per cent.).Key statistics Financial year ended 30 June 2008 2007 Tonnes processed (000t) 274 182 Average grade (4E) (g/t) 4.20 4.32 Cost per PGM (4E) ounce (R/oz) 2,666 2,377 (US$/oz) 369 311 Capital expenditure (Rm) 20 1 Production of metal in concentrate (oz) Platinum 6,114 4,512 Palladium 2,201 1,629 Rhodium 1,513 1,252 Gold 22 15 Total production 9,849 7,408 Total attributable production to 4,924 3,703Aquarius Recent DevelopmentsPlatinum Mile

In 2008, Aquarius acquired a 50 per cent. interest in Platinum Mile Resources (Pty) Ltd (Platinum Mile) which operates a tailings retreatment facility located on RPM's lease area, adjacent to the Kroondal mine and processes certain tailings from Rustenburg Platinum Mines Limited. The concentrate produced by Platinum Mile is sold to RPM with which it has a profit share arrangement. This concentrate agreement is due for renewal in 10 years' time. Platinum Mile currently produces approximately 20,000 ounces of PGM in concentrate per annum. The remaining 38 per cent. of Platinum Mile is held by Mvelaphanda Holdings (Pty) Limited and 12 per cent. by Platinum Mile management.

The acquisition of Platinum Mile was effective from 1 March 2008 and consequently no comparative data is available.

Possible Acquisition

As announced today, the Company expects to sign an implementation agreement with Ridge ("the Implementation Agreement") pursuant to which, subject to the satisfaction of pre-conditions relating to: (i) the successful outcome of the Placing, Proposed Rights Issue and Proposed Convertible Bond Issue; and (ii) the arrangement by Ridge, on terms satisfactory to Aquarius in its absolute discretion, of not less than ZAR150 million of bridge funding for the operation of the Blue Ridge Mine, the Company has agreed to make an offer for the entire issued and to be issued share capital of Ridge at an exchange ratio of 1 Common Share for every 2.75 Ridge shares.

First Plats Agreement

In February 2009, Aquarius, AQPSA and First Plats have entered into the First Plats Agreement pursuant to which AQPSA will acquire from First Plats a prospecting and mining business for PGMs in the Salene Mining Area and First Plats Mining Area. The consideration for the acquisition is the issue to First Plats of 2,732,000 Common Shares. The issue of these Common Shares will only take place after the transfer of ownership of the relevant mining licences to AQPSA. This could take up to 18 months to complete.

Organisational Structure

The Aquarius Group is characterised by its flat organisational structure. Aquarius' registered office is located in Bermuda, and the Aquarius Group maintains a corporate office in Perth, Australia.

Executive management is limited to the Chief Executive Officer, Stuart Angus Murray.

AQPSA provides the organisational structure for the Kroondal, Marikana and Everest mines. AQPSA has its own board of directors and as at the end of February 2009 had 65 employees and 2 consultants. In Zimbabwe, a local management team manages operations with oversight from a Board which comprises representatives of Aquarius, its joint venture partner Impala Platinum and executive management.

ASACS has 1 employee. There is also a board overseeing the Platinum Mile tailings project. The labour headcount for the Platinum Mile tailings project was 4. CTRP has no employees. The current corporate structure is much simpler following the acquisition by Aquarius of Impala Platinum's shareholding in AQPSA in April 2008 and the exchange of the SavCon shareholding in AQPSA to an interest in Aquarius in October 2008. As a consequence of these transactions, Aquarius enjoys 100 per cent. ownership of AQPSA.

Property, Plant and Equipment

Property, plant and equipment as stated in the financial statements for the six months ended 31 December 2008 are valued at US$195.9 million. Cash assets as stated in the financial statements for the six months ended 31 December 2008 are valued at US$87.0 million.

Summary Mineral Resource and Mineral Reserve Information

The following is summary mineral resource and mineral reserves information extracted without material amendment from the mineral resource and mineral reserve statement published by Aquarius in the 2008 Annual Report and Accounts (the ``mineral resource and mineral reserves statement''). A copy of the full report is available at www.Aquarius.com.

The mineral resource and mineral reserve statement reflects the mineral resources and mineral reserves of Aquarius' operations in South Africa (through AQPSA) and in Zimbabwe as at 30 June 2008 and have been reported in accordance with SAMREC Code 2007 and JORC Code 2004. The JORC Code is the Australasian equivalent of SAMREC (with only minor variations) and is prepared under the auspices of the Australasian Institute of Mining and Metallurgy (AusIMM). The SAMREC Code and SACNASP (South African Council for Natural Scientific Professions) are officially recognised on a reciprocal basis by AusIMM.

The mineral resource and mineral reserves information set out below is based on information compiled by Competent Persons. The Competent Persons are duly registered with SACNASP. The mineral resource and mineral reserve statements are compliant with the SAMREC Code which is analogous with the JORC Code. The Competent Persons have taken into account the definitions included in both codes and the mineral resource and mineral reserve quantities reported here are considered to be fully compliant in all material respects to the requirements of the SAMREC Code and JORC Code. The Competent Persons have consented to the inclusions in the minerals resource and mineral reserves statement of the matters based on their information in the form and context in which it appears. All mineral resource and mineral reserve estimations for AQPSA mines have been audited by an independent Competent Person.

Mineral resource and mineral reserve information

Mineral Reserves Mineral Resources attributable to Aquarius attributable to Aquarius Mine Ownership Mining Commodity Proved Probable Measured Indicated Inferred Competent Method (Mt) (Mt) (Mt) (Mt) (Mt) Person Kroondal 50% UG/OC PGM 25.35 4.27 21.11 4.03 0.57 JEV/FHC/ Pool and AW/AR Share Marikana 50% UG/OC PGM 13.76 3.05 13.27 5.23 2.03 JEV/FHC/ Pool and AW Share Everest 100% UG PGM 14.49 7.96 18.02 15.06 6.49 CH/FHC/AW Mimosa 50% UG PGM 9.22 8.46 21.54 13.34 10.84 FHC/JJV DefinitionsOC = opencast;UG = underground;Notes: 1. The Mineral Resources and Mineral Reserve statements are presented on a total mine basis as at 30 June 2008, unless otherwise stated. 2. The Measured Mineral Resource is inclusive of the Proved Mineral Reserve. 3. Rounding off of numbers in the tables may result in minor computational discrepancies; where this occurs it is deemed insignificant. Competent Persons: JEV - Ernie Venter CH - Cecilia Hattingh FHC - Ina Cilliers AW - Anton Wheeler AR - Rudi Rodulph JJV - Seef VermaakProduction 2008 2007 2006 Mine Total Attributable Total Attributable Total Attributable Production Production Production Production Production Production (oz) Kroondal 391,117 195,558 439,351 219,674 439,445 219,722 Marikana 125,583 62,791 132,375 66,187 85,912 56,617 Everest 157,995 157,995 163,938 163,938 97,031 97,031 Mimosa 150,832 75,416 153,570 76,785 142,407 71,204

Statutory authorisations, licences and concessions

Mining Rights

In April 2004, the MPRD Act was enacted to provide equal access to, and sustainable development of South Africa's mineral and petroleum resources. The MPRD Act provides a dispensation which entirely replaces that created by the Minerals Act, 1991 and vests the South African government, as opposed to private property owners, with custodianship of South Africa's resources. Based on the MPRD Act any company or person can apply for the right to prospect for or mine a mineral from the DME. Under the MPRD Act, any old order mining rights must be converted by April 2009, or they will lapse.

AQPSA applied for conversion of all material mining rights in October 2006, and currently holds three converted mining rights as shown in the table below.

Mine Province Type of right Kroondal Mine North West Converted mining right Marikana Mine North West Converted mining right Everest Mine Mpumalanga Converted mining right

The mining rights that Anglo Platinum contributed to both P&SA1 and P&SA2 were old order mining rights. Anglo Platinum has applied to the DME for conversion of these rights in terms of the MPRD Act. The DME has accepted the conversion applications.

Terms and Conditions of mining rights

To be successful, an application for a mining right must comply with the MPRD Act, which requires every mine to have a mine work programme, an environmental management plan and a social and labour plan, as outlined below. The MPRD Act also requires companies to utilise the rights granted to them in order to retain them.

Mine work programme

The MPRD Act requires companies to submit a mine work programme, which consists of a mine plan and gives the DME sufficient evidence that the company has the financial ability to conduct the work proposed.

Environmental management plan

As part of the environmental management plan, the company is required to conduct an environmental impact assessment, provide evidence of financial provision for the remediation of environmental damage and make provisions for the issuing of closure certificates for the mine (which are compulsory upon the lapsing of the mining right or cessation of activities). The company must complete and submit annual compliance reports to the DME on the status and progress of the environmental management plan.

Social and labour plan

The MPRD Act introduced a broad-based socio-economic charter, the Mining Charter, that sets a framework, targets and timetable for effecting the entry of HDSAs into the mining industry. Targets, timeframes and commitments are set for human resource development; employment equity; non-discrimination against foreign migrant labour; mine community and rural development; housing and living conditions; procurement and ownership (which has a target of 26 per cent. equity ownership by HDSAs within 10 years). As such the social and labour plan, which must be approved as part of the application process, must focus on community issues. The social and labour plan must contain targets, timeframes and commitments in accordance with these elements and annual compliance reports are submitted to the DME. The social and labour plans also contains specific commitments with regard to expenditure on local economic development projects and human resource development programmes, as required by the Mining Charter.

All of AQPSA's mining rights are held in good order, and all currently comply with the conditions outlined above. The mining rights, once granted, are valid for the life of the mine.

APPENDIX IV OPERATING AND FINANCIAL REVIEW OF THE AQUARIUS GROUP

Capitalisation and indebtedness

As at 31 January 2009, the unaudited gross capitalisation of the Aquarius Group was US$420.3 million. Of this amount, total shareholders' equity was US$260.7 million and total gross indebtedness was US$159.6 million. The current secured debt was US$157.7 million and the non-current secured debt was US$1.9 million. The Aquarius Group's unaudited net indebtedness position as at 31 January 2009 was US$19.4 million, being the Aquarius Group's gross indebtedness of US$159.6 million (US$157.7 million current debt and US$1.9 million non-current debt) offset by cash or cash equivalents of US$140.2 million.

The following table sets out the unaudited total current debt, total non-current debt (excluding the current portion of long-term debt) of the Aquarius Group as at 31 January 2009 and capitalisation (calculated in accordance with IFRS) of the Aquarius Group as at 31 January 2009:

$'000s Total current debt Secured (157,690) (157,690) Total non-current debt Secured (1,922) (1,922) Total gross indebtedness as at 31 January 2009 (159,612) Shareholders Equity Called up share capital (16,355) Share premium account (244,329) Total shareholders equity at 31 January 2009 (260,684) Gross capitalisation at 31 January 2009 (420,290)

There has been no material change to the capitalisation of the Aquarius Group since 31 January 2009.

The table below sets out the net financial indebtedness of the Aquarius Group as at 31 January 2009, extracted without adjustment from the Aquarius Group's internal unaudited management accounts.

$'000s Cash at bank 53,710 Short term deposits 11,693 Cash equivalents (Receivables) 74,778 Liquidity (a) 140,181 Current bank debt - RMB (i) (157,690) Current financial indebtedness (b) (157,690) Net Current Financial Indebtedness (a+b) (c) (17,509) Non-current bank debt - Investec Limited (ii) (1,477)

Non-current bank debt - Land and Agricultural Bank of (iii) (289) South Africa

Non-current bank debt (v) (156) Non-current financial indebtedness (d) (1,922) Net financial indebtedness as at 31 January 2009 (c) + (d) (19,431)

Notes

(i) A secured current Bridge Loan Facility

(ii) A secured non-current bank loan from Investec Bank

(iii) A secured non-current loan from the Land and Agricultural Bank of South Africa

(iv) Includes a finance lease, which relates to a subsidiary company

Save as disclosed above and excluding intra-group indebtedness and guarantees, at the close of business on 25 March 2009 no member of the Aquarius Group had any outstanding loan capital (including loan capital created but unissued), term loans or any other borrowings or indebtedness in the nature of borrowings, including indirect indebtedness, bank overdrafts, liabilities under acceptances (other than normal trade bills) or acceptance credits, hire purchase commitments, obligations under finance leases, guarantees or other contingent liabilities.

Liquidity and capital resources

The Aquarius Group's liquidity requirements arise principally from its working capital requirements and capital expenditure investments. The Aquarius Group needs continued access to funding in order to meet its trading obligations, to support investment in the organic growth of the business and to make acquisitions when opportunities arise. The Aquarius Group's sources of funding include equity contributed by shareholders, cash flows generated by operations and borrowings from banks and other financial institutions.

Cash and borrowings

Borrowings currently comprise the following:

(i) A Rand Merchant Bank Bridge Loan Facility due 30 June 2009 totalling ZAR1,577.5 million (US$165 million);

The terms of the facility are as follows:

* Interest is calculated as the aggregate of the Johannesburg Interbank Acceptance Rate ("JIBAR") and a credit margin as follows: 1.85 per cent. for the period from the date of the initial draw down to 30 September 2008, 2.1 per cent. from 30 September 2008 to 31 December 2008, 2.35 per cent. from 31 December 2008 to 31 March 2009 and 3.00 per cent. from 31 March 2009 to 30 June 2009. Interest is paid on a quarterly basis commencing September 2008. During the period ended 30 June 2008 the loan from Rand Merchant Bank bore interest at an average rate of 13.14 per cent.; * The loan is secured by a first ranking fixed and floating charge over all assets of the company; and * Repayments of principle can be made in full or in part not more than once per calendar month and in amount of not less than ZAR25 million. On each interest repayment date a prepayment against the outstanding facility balance will be made through a cash sweep of AQP(SA)'s available credit bank balances.

(ii) A loan of US$1,477,000 from Investec Bank by Platinum Mile;

The loan bears interest at 10.13 per cent. and is repayable in quarterly instalments of capital and interest, with final payment due in March 2010. The loan is secured against the plant and equipment asset of the Plat Mile joint venture.

(iii) A loan of US$289,566 from Land and Agricultural Bank of South Africa; and

Interest is charged at 13.75 per cent. p.a. and it is repayable in annual instalments of ZAR427,600 on 15 June of each year, with a final payment due on 15 June 2017. The loan is secured by a first mortgage bond on all the fixed properties amounting to ZAR3,290,253 and cross guarantees between all the companies in the TKO group.

(iv) A finance lease, which relates to a subsidiary company, which is secured by a vehicle included in mining assets to the value of ZAR64,327.

The lease bears interest at the prime bank lending rate. It is repayable in monthly instalments of ZAR2,378 with the final payment due on 31 August 2011.

All of the above facilities are fully drawn, and Aquarius has no other borrowings.

Aquarius' cash balances at 31 January 2009 are held at banks in the followingcurrencies:(i) US$29.394 million(ii) ZAR 240.035 million(iii) £1.085 million(iv) AUD 16.627 million(v) HKD 0.083 million(vi) Euro 0.051 million

Aquarius has a debt to equity ratio of 0.022 times, with net financial indebtedness as at 31 January 2009 of US$19.4m and equity capital value of US$879 million based upon the closing price of Aquarius on the London Stock Exchange on 25 March 2009 of 184 pence per share.

Treasury Policy

The Aquarius Group operates internationally and maintains cash balances and liabilities in a number of currencies. Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency for each entity within the Group. The Aquarius Group's borrowings and cash deposits are largely denominated in US dollars, South African Rand, Australian dollars and are managed according to the operational needs of the business.

Apart from the Rand Merchant Bank Bridge Loan Facility, borrowings are on a limited, asset securitised basis on a fixed or floating basis as appropriate to the business case.

Currently there are no foreign exchange hedge programmes in place, however, the Aquarius Group treasury function manages the purchase of foreign currency to meet operational requirements. Following a decree by the Zimbabwean Government, Mimosa is required to repatriate a component of US dollar sales into Zimbabwean dollars. Aquarius anticipates that much of this will be utilised in meeting local production costs. Remaining holdings of Zimbabwean currency will be subject to remeasurement as required.

South Africa's exchange control regulations provide for restrictions on the exporting of capital and for various other exchange control matters. Transactions between residents of the Common Monetary Area on the one hand and non-residents of the Common Monetary Area, on the other hand, are subject to these exchange control regulations which are enforced by Excon.

The Aquarius Group's main interest rate exposure arises from short-term loans with interest charges based on either the London Inter-Bank Offered Rate (LIBOR) or the Johannesburg Interbank Acceptance Rate (JIBAR). Floating rate debt exposes the Group to cash flow interest rate risk. Cash holdings are subject to interest rate risk in the country in which they are held on deposit. All other financial assets and liabilities in the form of receivables, investments in shares, payables and provisions, are non-interest bearing.

The Aquarius Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. In conjunction with external advice, management consideration is given on a regular basis to alternative financing structures with a view to optimising the Aquarius Group's funding structure.

Covenants

The existing Rand Merchant Bank Bridge Loan Facility has a number of financial covenants including:

(i) Debt service cover ratio of not less than 2:1;

(ii) Cumulative debt service cover ratio of not less than 1:1;

(iii) Net debt to equity ratio of less than 3:1; and

(iv) Current asset to current liability ratio of less than 2:1.

As a result of the temporary suspension of operations at Everest, announced on 8 December 2008, Aquarius technically breached an event of default in the term of the Bridge Loan Facility. Rand Merchant Bank has waived this breach whilst retaining their rights pending a satisfactory outcome to refinancing plans.

Cash flows from operations

Aquarius Platinum Limited Consolidated Cash Flow Statement Half year ended 31 December 2008 $'000 Half year ended Year ended 30/06/08 Note: 31/12/08 31/12/07

Net operating cash inflow (i) (15,880) 205,152 339,073

Net investing cash (ii) (24,444) (32,996) (118,048)outflow Net financing cash (iii) (30,094) (95,297) (320,081)outflow Net increase in cash held (70,418) 76,859 (99,056) Opening cash balance 170,956 287,663 287,663

Exchange rate movement on (iv) (13,584) 4,160 (17,651) cash

Closing cash balance 86,954 368,682 170,956

Notes on the Consolidated Cash Flow Statement:

(i) Net operating cash flow includes US$243.5 million net inflow from sales (includes net repayment of US$90 million of pipeline advances since June 2008), US$247.8 million paid to suppliers, net finance expense of US$9.7 million.

(ii) Reflects development and plant and equipment expenditure of US$24.4 million.

(iii) Includes the final dividend for payment to shareholders of US$26.2 million and US$3.6 million AQPSA dividend to minorities.

(iv) Reflects movement of Rand against the US dollar.

Commodity Price Exposure

The Aquarius Group's revenues are exposed to commodity price fluctuations, in particular movements in the price of platinum group metals ("PGMs"). The Aquarius Group regularly measures exposure to commodity price risk by stress testing the Aquarius Group's forecast financial position to changes in PGM prices.

The Group does not hedge commodity prices. The Plat Mile Joint Venture (of which the Group has a 50 per cent. interest) had a forward commitment that was completed in December 2008 for the delivery of a fixed amount PGMs at fixed prices as described in Note 27 to the consolidated financial statements on page 120 of 2008 Annual Report and Accounts. The forward commitment program was not be renewed at its completion.

Cash effects of pipeline sales advances

Net cash inflows from operations primarily comprise sales of concentrate to smelters under perpetual evergreen contracts. Pipeline sales advances and balancing payments provide an element of working capital for Aquarius during the period from concentrate delivery to metal sale. Pipeline sales advances consist of a cash pre-payment of 90 per cent. of the contained metal value made to Aquarius by the smelter at the time of delivery of the concentrate based upon the prevailing metal price at the time. The final settlement of the contract occurs three to four months after delivery and provides for balancing cash payments to be made based upon the average prevailing metal price for the month prior to ultimate sale. In times of rising metal prices the balancing payments are in Aquarius' favour, and in times of falling metal prices the balancing payments are in the smelters' favour. Whilst providing a valuable source of working capital, these arrangements also produce an element of volatility to Aquarius' cash balances.

During the six months ended 31 December 2008, the net repayment of pipeline sales advances amounted to US$90 million resulting from the decline in PGM prices during the period. Following the recent stabilisation in PGM prices, the directors do not expect the Company's cash balances to be materially adversely impacted in the near future from further pre-payment settlement.

Recent Corporate Actions

During the financial year ended 30 June 2008, Aquarius completed the US$790 million repurchase of 8.4 per cent. of Aquarius' issued share capital and a 20 per cent. stake in AQPSA, a landmark transaction that increased Aquarius' free-float to 100 per cent. and increased ownership in Aquarius' South African operations. The transaction was financed in part by the issue of 23,144,000 Common Shares, raising a net US$366 million, with the balance being funded by existing cash resources and debt.

Further details of the movement in cash flows may be found in the Company's 2008 Annual Report and Accounts, 2007 Annual Report and Accounts and 2006 Annual Report and Accounts, in addition to the announcement of interim results for the six months ended 31 December 2008.

Capital commitments

The principal capital commitment of Aquarius is the Bridge Loan Facility from RMB which had an outstanding balance of approximately R1,577.5 million (US$165 million), at 25 March 2009 (being the last practicable date before this announcement), is due for repayment on 30 June 2009.

On 8 December 2008, Aquarius management announced the temporary suspension of operations at the Everest mine owing to geo-technical issues, namely instability as a result of subsidence occurring over an upper area of the mine. However, Aquarius management believes that the subsidence event does not jeopardise the sustainability of Everest on a long term basis and that technically acceptable alternatives exist to reopen the mine. The capital expenditure associated with the potential restart of Everest is currently estimated to be ZAR200 to 250 million.

As announced today, the Company expects to sign an implementation agreement with Ridge ("the Implementation Agreement") pursuant to which, subject to the satisfaction of pre-conditions relating to: (i) the successful outcome of the Placing, Proposed Rights Issue and Proposed Convertible Bond Issue; and (ii) the arrangement by Ridge, on terms satisfactory to Aquarius in its absolute discretion, of not less than ZAR150 million of bridge funding for the operation of the Blue Ridge Mine, the Company has agreed to make an offer for the entire issued and to be issued share capital of Ridge at an exchange ratio of 1 Common Share for every 2.75 Ridge shares. To fully realise the benefits of the Possible Acquisition, Aquarius will require additional operating and capital expenditure currently estimated to be ZAR310 million through the 2010 calendar year.

New capital

The above capital commitments are in excess of existing cash resources of the Company. In order to meet Aquarius' capital commitments, the Company has today announced a Placing and Proposed Rights Issue to raise proceeds of approximately £125 million and an underwritten issue of convertible bonds to raise ZAR500 million up to ZAR650 million. Taking into account the combined proceeds of these fully underwritten capital raisings, and the existing cash resources and facilities of the Company, the Company has sufficient working capital for its present requirements.

APPENDIX V ADDITIONAL INFORMATION Litigation

AQPSA is currently involved in an ongoing dispute with Moolman. It was agreed, and an order taken on 2 March 2009, that the claims in the action proceedings be referred to arbitration. The dispute concerns Moolman seeking declaratory relief as to the meaning of the ``rise and fall'' provisions of the contract between APQSA and Moolman, payment in terms of the rise and fall provisions thereof; payment for standing time, damages arising from the early termination of the contract and payment for services in terms of the contract prior to termination. AQPSA seeks a declaratory relief ordering (amongst other) that the contract was lawfully rescinded and no claims can arise from it whether in terms of the ``rise and fall'' provisions or at all and damages. The amount counterclaimed by Moolman is [ZAR[472,000,000]]. Having taken legal advice however, the board of directors of AQPSA are of the view that the counterclaim will not be successful and that there is no exposure to the Company.

Material contracts

The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by members of the Achilles Group (i) within the two years immediately preceding the date of this announcement which are, or may be, material to the Achilles Group; or (ii) at any time and contain obligations or entitlements which are, or may be, material to the Achilles Group as at the date of this announcement:

Amended and Restated Facilities Agreement

On or about 15 April 2008, AQPSA entered into an amended and restated facilities agreement with First Rand Bank. The facilities available to AQPSA included the Bridge Loan Facility of approximately ZAR2.4 billion (US$198.066 million). The Bridge Loan Facility accrues interest at a margin above 3 month JIBAR of initially 1.85 per cent. and escalating to 3 per cent.. During the period ended 30 June 2008 the Bridge Loan Facility bore interest at an average rate of 13.14 per cent..

The facilities are secured by a first ranking fixed and floating charge over all assets of the Company. Prepayments of principal can be made in full or in part not more than once per calendar month and in an amount of not less than ZAR25 million. On each interest payment date a prepayment against the outstanding Bridge Loan Facility balance will be made through a cash sweep of AQPSA's available credit balances in a minimum amount of ZAR1 million. The total amount available under the Bridge Loan Facility is due for repayment on 30 June 2009.

The amended and restated facilities agreement contains restrictions on distributions to shareholders of AQPSA and connected parties if an event of default is, or would be as a result of the distribution, present and if the dividend cover ratio is not met. AQPSA is only permitted to make a distribution during September 2008 and March 2009 and any distribution is capped at ZAR330 million.

If any event of default occurs under the facilities, the lenders shall be entitled, in their sole discretion to claim immediate payment of all amounts outstanding under the facilities and amounts in respect of duties, fees and charges owing by AQPSA. In addition the lenders shall be entitled to:

* claim immediate payment from the Company of defined breakage costs; * demand and receive specific performance of the relevant obligation breached by AQPSA; * take all steps which it regards as desirable in order to enforce, perfect, preserve or strengthen the security (if entitled to); * cancel the whole or part of the facilities; * refuse to make payment of any further as yet undrawn funds available under the facilities; and * claim payment from AQPSA of any and all damages, costs and other amounts incurred as a result of such event of default.

Mimosa Offtake Agreement

On 20 November 2007, Mimosa, Minerals Marketing Corporation of Zimbabwe (MMCZ) and Centametall Ag (Centametall) entered into a concentrate purchase agreement. The agreement supersedes a previous agreement between the parties. Under the agreement MMCZ, for and on behalf of Mimosa, will sell to Centametall the concentrate to be produced at the Mimosa mine containing nickel, copper, cobalt and PGMs. Mimosa is a wholly owned subsidiary of Mimosa Investments Limited, in which Achilles has a 50 per cent. interest. The quantities of concentrate to be purchased under the agreement increase as the Mimosa mine expands. Under the agreement Mimosa is to deliver the concentrate to Impala Refining Services' Smelting facility in South Africa. The purchase price for the concentrate varies according to the metal value contained in the concentrate and the quality of the concentrate. The agreement has an initial term of 15 years from the date of receipt of the first concentrate shipment. Thereafter, the contract continues in force until terminated by either party on prior written notice to the other.

Pooling and Sharing Agreement 1 (P&SA1)

In June 2003, AQPSA and Anglo Platinum Limited (Anglo Platinum) entered into the P&SA1 in relation to their respective mineral rights and assets at and around the Kroondal mine. The P&SA1 became effective on 1 November 2003. Under the P&SA1, AQPSA agreed to provide access to the mineral rights vested in the Kroondal mine, all current plant and shaft infrastructure and management and other contractual operating arrangements associated with the operation. Anglo Platinum agreed to contribute a portion of the UG2 orebody on the Rustenburg Platinum mine. The agreement envisages the operation of a single mining entity, however, both parties retain ownership of the assets they contributed, with revenues, costs and profits being shared equally. The agreement provides for the AQPSA management team to remain in place at Kroondal and to report on a quarterly basis to a committee comprising representatives from both Achilles and Anglo Platinum. The agreement contains a put option in favour of AQPSA, whereby if the P&SA1 is terminated prior to the end of life of the Anglo Platinum mine, AQPSA shall be entitled to put the AQPSA assets relating to the Kroondal mine to Anglo Platinum and Anglo Platinum will be obliged to acquire the assets at a price determined in accordance with the P&SA1.

Pooling and Sharing Agreement 2 (P&SA2)

In July 2005, AQPSA and Anglo Platinum entered into the P&SA2 in relation to their respective mineral rights and assets at and around Marikana. The P&SA2 became effective on 22 September 2005. Under the P&SA2, AQPSA agreed to provide access to the mineral rights vested in Marikana, all current plant and shaft infrastructure and management and other contractual operating arrangements associated with the operation. Anglo Platinum agreed to contribute portions of the UG2 ore reserves owned by its subsidiary, Rustenburg Platinum Mines Limited. The agreement envisages the operation of a single mining entity, however, both parties retain ownership of the assets they contributed, with revenues, costs and profits being shared equally. The P&SA2 contains provisions relating to ``super profits'', which are defined as cash operating margins in excess of 50 per cent. In the event of there being super profits, the portion of cash operating margins above the 50 per cent. margin will be split in favour of Anglo Platinum in the ratio 55 per cent. to Anglo Platinum and 45 per cent. to AQPSA. In the event of a change of control in Achilles, the P&SA2 provides that Anglo Platinum may take over management of P&SA2 and may further elect, under specific circumstances, to purchase the AQPSA mining and mineral asset contributions to P&SA2 at an independently determined market value. The acceptance by Anglo Platinum of this offer triggers mandatory prepayment under the amended and restated facilities agreement. If Anglo Platinum does not accept this offer, the lenders under the amended and restated facilities agreement are entitled to decide whether they wish to continue providing the facilities. The agreement provides for the AQPSA management team to remain in place at Marikana and to report on a quarterly basis to a committee comprising an equal number of representatives from both Achilles and Anglo Platinum.

APPENDIX VI DEFINITIONS

In this Announcement the following expressions have the following meaning unless context otherwise requires:

2006 Annual Report and Accounts the 2006 Annual Report and Accounts as

published by the Aquarius Group

2007 Annual Report and Accounts the 2007 Annual Report and Accounts as

published by the Aquarius Group

2008 Annual Report and Accounts the 2008 Annual Report and Accounts as

published by the Aquarius Group 2009 Half-Year Results the Aquarius Group 2009 Half-Year Financial Results as notified to a Regulatory Information Service in the UK on 7 February 2009 Admission the admission of the Placing Shares to secondary listing on the Official List of the Financial Services Authority and to trading on the main market of the London Stock Exchange ADRs American Depositary Receipts AIM the Alternative Investment Market of the LSE Anglo Platinum Anglo Platinum Limited, a subsidiary of Anglo American plc Announcement this announcement (including the appendix to this announcement) AQPSA Aquarius Platinum (South Africa) (Pty) Ltd, a wholly owned subsidiary of Aquarius incorporated in the Republic of South Africa Aquarius Group or the Group the Company and each of its subsidiaries and subsidiary undertakings from time to time ASX ASX Limited (ACN 008 624 691), Australian Securities Exchange or the Australian Stock Exchange, as appropriate ASX Listing Rules the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted the Official List of ASX Australian Corporations Act the Corporations Act 2001 (Cth) of Australia AWST Australian Western Standard Time A$ Australian dollars Board the board of directors of Aquarius CAT Central African Time

certificated or in certificated form where a share or other security is not

in uncertificated form Common Monetary Area South Africa, Republic of Namibia and the Kingdoms of Swaziland and Lesotho Common Shares common shares of US0.05 each in the capital of Aquarius Companies Act the Companies Act 1981 of Bermuda (as amended) Convertible Bond Underwriting the subscription placement and Agreement underwriting agreement between the Company, AQPSA and RMB relating to the Proposed Convertible Bond Issue CREST the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the operator as defined in the CREST Regulations) CTRP Chrome Tailings Retreatment Plant Depositary Interests or DIs independent securities constituted under English law and issued or to be issued by the Depositary in respect, and representing on a 1 for 1 basis, underlying Common Shares which may be held or transferred through the CREST system DI Nil Paid Rights the rights to New Depositary Interests credited to CREST accounts of Qualifying DI Holders in connection with the Proposed Rights Issue Directors the executive director and non-executive directors of Aquarius

Disclosure and Transparency Rules the rules relating to the disclosure

of information made in accordance with Section 73A(3) of the FSMA DME South African Department of Minerals and Energy EMP environment management program Ernst & Young Ernst & Young of 111 Mounts Bay Road, Perth, WA 6000, Australia European Economic Area the European Union, Iceland, Norway and Liechtenstein Everest Everest Platinum Mine Excon Exchange Control Department of the South African Reserve Bank Excluded Territories and each an the United States, Canada and Japan Excluded Territory Existing Shares the Common Shares in issue as at the date of this document (including, if the context requires, the Existing DIs) First Plats First Platinum (Pty) Ltd, a company incorporated in the Republic of South Africa First Plats Agreement the agreement between Aquarius, AQPSA and First Plats dated 5 February 2009 First Plats Mining Area the geographical area comprising of mining authorisation in the form of mining licences to mine for PGMs FSA the Financial Services Authority Great Dyke Complex a sinuously linear, graven-like mass of ultramafic rocks which is known to host PGMs in economic concentrations Great Dyke Reef a PGE bearing layer within the Great Dyke Complex in Zimbabwe IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board Impala Platinum Impala Platinum Holdings Limited registration number 1957/001979106, a company incorporated in the republic of South Africa JORC Code the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, effective 17 December 2004 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'' JSE Listings Requirements the listing requirements of the JSE London Stock Exchange or LSE the London Stock Exchange plc Marikana Marikana Platinum Mine Memorandum of Association the memorandum of association of the Company Mimosa Mimosa Mining Company (Private) Limited Mine Health and Safety Act the Mine Health and Safety Act (1996) of South Africa NYMEX New York Mercantile Exchange OECD the Organisation for Economic Co-operative and Development Placee any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given Placing Admission the admission of the Placing Shares to the Official List by the UKLA in accordance with Chapter 3 of the Listing Rules and to trading by the London Stock Exchange; quotation of the Placing Shares on ASX; and admission of the Placing Shares to listing and trading on the Main Board of the JSE Placing Agreement the placing and rights issue underwriting agreement dated 26March 2009 among the Company the Bookrunner and the Co-Lead Manager in respect of the Placing and the Proposed Rights Issue Placing Price the price per Common Share at which the Placing Shares are placed Placing Shares up to 46,330,000 Common Shares to be issued pursuant to the Placing pounds sterling, £ or GBP the lawful currency of the United Kingdom Prospectus Directive the Directive of the European Parliament and of the Council of the European Union 2003/71/EC Prospectus Rules the Prospectus Rules published by the FSA under Section 73A of FSMA P&SA1 Pooling & Sharing Agreement between AQPSA and Anglo Platinum relating to Kroondal P&SA2 Pooling & Sharing Agreement between AQPSA and Anglo Platinum relating to Marikana Qualifying Shareholders Qualifying Australian Shareholders, Qualifying UK Shareholders and Qualifying South African Shareholders Rand or ZAR or R the lawful currency of South Africa Record Date the Australian Record Date, the UK Record Date and/or the South African Record Date, as applicable

Regulatory Information Service one of the regulatory information

services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies Rights Issue Shares the New Common Shares to be issued by the Company under the Proposed Rights Issue RMB or Rand Merchant Bank Rand Merchant Bank, a division of FirstRand Bank Limited (Registration Number 1929/001225/06), a public company registered in South Africa RPM Rustenburg Platinum Mines Limited Salene Mining Area the geographical area comprising of mining authorisation in the form of mining licences to mine for PGMs SAMREC Code South African Code for Reporting of Mineral Resources and Mineral Reserves (2007) SavCon Savannah Consortium, a consortium of Savannah, Chuma and Malibongwe Securities Act the US Securities Act of 1933, as amended Shareholder or Aquarius Shareholder holder of Common Shares Sheba's Ridge the project in which Ridge has an interest as described in this announcement TKO TKO Investment Holdings Limited UK Listing Authority or UKLA the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland United States or US the United States of America, its territories and possessions, any state of the United States and the District of Columbia US Securities Act the United States Securities Act 1933, as amended US dollar or US$ the lawful currency of the United States REGISTERED OFFICE

Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCX Bermuda

Email: [email protected]

Telephone: +61 8 9367 5211

vendor

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Related Shares:

AQP.L