A5 BOOKLET 140617 PRINT
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A True<br />
Transformation<br />
Story<br />
Ntsimbintle<br />
Mining
How it all began<br />
Ntsimbintle Mining (Proprietary) Limited<br />
(“Ntsimbintle”) is a manganese mining and<br />
exploration business which has been born out of the<br />
transformation of South Africa. Ntsimbintle's story is<br />
one of dedication, determination and hard work.<br />
In 2003, nine black groups formed Ntsimbintle to<br />
create a Broad-Based Black Economic Empowerment company to pursue manganese opportunities in South Africa.<br />
Later, in February 2011 Friedshelf was introduced as a new shareholder within the group.<br />
Today, after the unbundling of some of our groups the Ntsimbintle family consists of 16 shareholders.<br />
1
Our shareholders<br />
2
Sa ka Resources (Pty) Ltd<br />
Bosasa Operations (Pty) Ltd and Bosasa<br />
Youth Development Centres (Pty) Ltd<br />
Sa ka Resources was established in 2002 with its<br />
main objective being to pursue mining related<br />
investment opportunities. The introduction of the<br />
Mineral and Petroleum Resources Development Act of<br />
2004 (“the MPRDA”) opened up the opportunity for<br />
junior mining companies, including Sa ka Resources,<br />
to enter the mining industry.<br />
Sa ka Resources holds shares in various subsidiaries<br />
and associated companies and enters into strategic<br />
partnerships with large mining companies for mutual<br />
bene t.<br />
Sa ka Resource's agship investment is a 35%<br />
investment and the management thereof in<br />
N t s i m b i n t l e . T h e c o m p a n y i s e x t r e m e l y<br />
knowledgeable about every aspect of doing business<br />
in South Africa and has an extensive international<br />
network and is particularly strong in Africa,<br />
Singapore, Australia and China.<br />
BOSASA's history began when Gavin Watson<br />
acquired Meritum Hostels, a wholly white-owned<br />
business, and started transforming it, rst into<br />
Dyambu Operations, then BOSASA Operations and<br />
nally the BOSASA Group. The BOSASA story<br />
mirrors that of democratic South Africa: with courage<br />
and principled leadership an apartheid-era “white”<br />
entity was transformed into a fully integrated group at<br />
the forefront of Broad-Based Black Economic<br />
Empowerment (BBBEE).<br />
BOSASA's activities now extend across South Africa.<br />
BOSASA's management services and solutions<br />
include risk, safety and security, information<br />
technology, solar power, business process, project<br />
management, property and facilities, eet<br />
management, rehabilitation, repatriation, youth<br />
development, training, catering, health and wellness.<br />
3
John Taolo Gaetsewe Developmental<br />
Trust (Previously “Kgalagadi Rural Poverty Node<br />
Charitable Trust”)<br />
Friedshelf 1239 (Pty) Ltd<br />
In 2002 the Kgalagadi Rural Poverty Node<br />
Charitable Trust, a specialist unit with a sole mandate<br />
to champion sustainable socio-economic solutions for<br />
the poor and needy people of the then Kgalagadi<br />
district came into being. Under the guidance of the<br />
then Minister of Minerals and Energy, Minister<br />
Phumzile Mlambo-Ngcuka the Trust was formed with<br />
a key focus on issues pertaining to the youth, people<br />
living with disabilities, HIV/AIDS, poverty alleviation,<br />
women and children. In 2005 the Trust was identi ed<br />
by Ntsimbintle Mining as a bene ciary and<br />
shareholder.<br />
Friedshelf was formed in February 2011 to facilitate<br />
the entry of a new black economic empowerment<br />
entrepreneurial group into the Ntsimbintle<br />
consortium.<br />
Friedshelf is focused on creating wealth for the<br />
shareholders through viable and pro table<br />
investments. The company's most signi cant<br />
investment is its shareholding in Nstimbintle Mining.<br />
4
Women Investment Portfolio Holdings<br />
Limited (WIPHOLD)<br />
Ditikeni Investment Company Limited<br />
WIPHOLD is an investment and operating company<br />
owned and managed by black women. The company<br />
is dedicated to the empowerment of black women and<br />
has in over twenty years pioneered an innovative<br />
business model, which integrates development and<br />
empowerment into robust business operations.<br />
WIPHOLD was established in 1994 and in 1999<br />
became the rst women's group to be listed on the<br />
Johannesburg Stock Exchange (JSE). In 2003, it<br />
delisted from the JSE to focus on increasing the<br />
economic ownership of black women in the company.<br />
Half of the company's shares are held by black<br />
women, all the executive directors are black women,<br />
the board is entirely composed of women, and, of the<br />
shares held by management and employees, 70% are<br />
women-owned. Its business interests are primarily<br />
focused on mining, infrastructure and nancial<br />
services. It currently has over 200 000 women<br />
bene ciaries.<br />
5<br />
Ditikeni is an investment holding group and means<br />
“something to lean on” in tshiVenda. Ditikeni currently<br />
has eighteen shareholders, all of which are non-pro t<br />
organisations (NPOs) running social development<br />
and upliftment programmes in black South African<br />
communities. The work performed by the shareholder<br />
NPOs, directly and indirectly, impacts the lives of<br />
millions of the country's most underprivileged and<br />
marginalised black citizens, making Ditikeni a 100%<br />
broad-based empowerment company. In order to<br />
provide its shareholders with “something to lean on”,<br />
Ditikeni makes long-term investments as a broadbased<br />
black economic empowerment (B-BBEE)<br />
investor, with a view to creating sustained capital<br />
growth and therefore a dependable stream of<br />
dividends for the NPOs.
Future Inde nite Investment 225 (Pty) Ltd<br />
Sunshine Street 131 Investments (Pty) Ltd<br />
Future Inde nite was established in 2003 with 5 initial<br />
shareholders and 2 directors with the primary aim of<br />
actively participating in mining within the Northern<br />
Cape.<br />
Sunshine Street was established in 2003, with 7 initial<br />
shareholders and directors with the primary aim of<br />
actively participating in mining within the Northern<br />
Cape.<br />
The company aims to give its clients products and<br />
services that add value to the operations, be socially<br />
responsible and remain aware of all stakeholders.<br />
The company aims to be the preferred SA HDI's<br />
Investment Company with superior services in its<br />
chosen markets and a leading brand among Small,<br />
Medium and Micro Enterprises (SMME), large<br />
corporate rms and public companies.<br />
6
Thunder Cats 92 Investments (Pty) Ltd<br />
Turquoise Moon Trading 8 (Pty) Ltd<br />
Thunder Cats Investments is a South African based<br />
company started in 2004 with a vision of investing in<br />
the South African mining industry.<br />
The company is fully owned by the Khululekile Family<br />
Trust. The company realised that even though the<br />
mining industry has traditionally been the big<br />
contributor to South Africa's national GDP, it has<br />
potential for the development of mineral bene ciation<br />
which will contribute to job creation and skills transfer.<br />
The company is also aware of the environmental<br />
impact of the mining industry, hence is also interested<br />
in promoting cleaner production processes and<br />
technologies. In the long-term, the company is<br />
planning to invest in the entire value chain of the<br />
mining sector in South Africa.<br />
Turquoise Moon is the brainchild of Mr Sabelo<br />
M a c i n g w a n e a n d i s a n e v o l u t i o n o f M r<br />
Macingwane's Nkonjane Economic Prospecting<br />
holding. Turquoise Moon's interests lie in Ntsimbintle<br />
Mining and various property investments.<br />
The directors of Turquoise Moon bring a combined<br />
professional experience of over 100 years in Black<br />
Business development, commercial re-insurance,<br />
public policy development, construction development<br />
and community development amongst others.<br />
It is a commercial entity committed to the<br />
establishment of sustainable, co-operative and<br />
experienced black business processes that bolster<br />
Ntsimbintle's vision of equitable and pro table<br />
economic transformation.<br />
7
Specialised Belting Products (Pty) Ltd<br />
Soul City Broad-Based Empowerment<br />
Company (Pty) Ltd<br />
Specialised Belting was formed in 1985 to trade in<br />
conveyor belting and allied products, including steep<br />
incline conveyor belting solutions. In 1996 the<br />
company acquired a rubber hose & sheeting<br />
manufacturing plant from de Beers. From 2004 to<br />
2006 Specialised Rubber & Industrial partnered with<br />
Anglo on Zimele Empowerment Initiative Ltd.<br />
Soul City Broad-Based Empowerment Company (Pty)<br />
Ltd (“SCBBEC”) is a 100%-held investment company<br />
of the Soul City Institute, a not-for-pro t and nongovernmental<br />
organisation whose vision is to create a<br />
just society in which young women and girls are safe,<br />
and have the opportunities to enable them to reach<br />
their full potential.<br />
Specialised Belting is now, after disposing of its<br />
operating businesses, an investment holding<br />
company with investments in property (destined for a<br />
Mega Housing project), listed instruments and<br />
Ntsimbintle Mining.<br />
SCBBEC is a Level One B-BBEE company and it<br />
acquires stakes in companies operating in South<br />
Africa as their broad-based empowerment<br />
shareholder. Its sole aim is to generate an endowment<br />
of equity which will promote the nancial selfsustainability<br />
of Soul City Institute and its socioeconomic<br />
programmes. Soul City Institute is currently<br />
almost entirely funded by local and international<br />
donors.<br />
8
Bagaetsho Mining (Pty) Ltd<br />
Bo Mme Ba Meepo Investments (Pty) Ltd<br />
Bagaetsho Mining is a Northern Cape company<br />
focusing on acquiring, exploring and developing<br />
prospective mining opportunities. The company was<br />
established in 2002 where a group of professionals<br />
from different background came together to establish<br />
Bagaetsho Mining.<br />
Bagaetsho Mining's goal is to identify mining<br />
opportunities in the John Taolo region of the Northern<br />
Cape, create a shareholder value by discovering and<br />
acquiring minerals that have the potential to grow.<br />
The company is committed to ensuring that<br />
communities surrounding the mines bene ts by<br />
lobbying for these communities to big mining<br />
companies. The company currently holds a share<br />
percentage in Ntsimbintle with a diversity of other<br />
opportunities in the future.<br />
Bo Mme Ba Meepo was formed in 2003 and is wholly<br />
owned by a group of women in the Northern Cape<br />
Province. The company's main business activity is to<br />
explore investment opportunities especially in the<br />
mining sector and to negotiate and conclude<br />
favourable deals. Bo Mme Ba Meepo is focused on<br />
creating wealth for the shareholders through viable<br />
and pro table investments thereby empowering<br />
women within the Northern Cape.<br />
9
Celebrating transformation<br />
2004<br />
Ntsimbintle applies for 3<br />
prospecting rights in 3 areas<br />
Awarded 2 of the 3 applications<br />
2009<br />
Close of transaction<br />
to acquire 9% interest in<br />
Hotazel Manganese Mines<br />
2005<br />
Ntsimbintle applies for<br />
5 additional prospecting rights<br />
2008<br />
Prospecting rights at Gloria R/E<br />
& Wessels North awarded<br />
2006<br />
Ntsimbintle commenced prospecting<br />
on its Mamatwan permit<br />
2007<br />
Concludes transaction with Pallinghurst<br />
Co-Investors/Jupiter Mines<br />
2010<br />
OMH acquires 26% of Main Street 774 - Tshipi fully funded<br />
Planning and feasability studies for construction of Tsipi Borwa Mine<br />
2011<br />
Tshipi Borwa Mine<br />
development commences<br />
10
2016 2017<br />
Ntsimbintle reaches agreement with Lehating<br />
(and its major shareholder, Traxys Projects LP)<br />
to amalgamate Lehating and Wessel North Mining<br />
Right into one mine.<br />
Tshipi repays R1bn of shareholder loans<br />
Ntsimbintle declares R300m dividend to shareholders<br />
Tshipi achieves monthly production volumes<br />
capable of supporting in excess of 3 million<br />
tonnes per year<br />
2015<br />
Tshipi reaches nameplate capacity -<br />
produces 2m tonnes per annum<br />
2014<br />
Close of the Gloria R/E Prospecting right<br />
transaction & formation of Mokala Manganese<br />
2012 2013<br />
Tshipi produces rst ore in October<br />
OM Tshipi established to market Tshipi Ore<br />
First train railed to Port Elizabeth in November<br />
& rst vessel loaded in December<br />
11
The most exciting portfolio<br />
of manganese assets the world has seen in 50 years
Tshipi é Nlte<br />
At a glance<br />
OVERVIEW<br />
DESCRIPTION<br />
• Based in the Kalahari Manganese Field, Tshipi Borwa is a shallow open-cast mine<br />
located on a large and homogenous ore body<br />
RESOURCE BASE<br />
• Total estimated manganese resource of c.418 million tonnes as of 31 December 2016<br />
OWNERSHIP<br />
PRODUCTION<br />
OPERATIONS<br />
AND INFRASTRUCTURE<br />
• 50.1% by Main Street 774 and 49.9% by Jupiter Kalahari S.A.<br />
• Ntsimbintle, a Broad-Based Black Economic Empowerment (BBBEE) consortium with<br />
signi cant experience in the industry, is the majority shareholder of Main Street 774<br />
• Estimated to be one of the ve largest manganese exporters globally and the largest<br />
single manganese mine in South Africa<br />
• Expects to increase production for FY 2018 to in excess of 3 million tonnes per yearsupported<br />
by current run-rate production<br />
• Operations are simple drill-and-blast and load-and-haul mining<br />
• Tshipi’s infrastructure has a signi cant competitive advantage with an 8km<br />
private rail siding loop, fast load-out station, and a large Transnet rail allocation<br />
14
LOCATION<br />
15
Tshipi é Nlte<br />
A premium asset<br />
1<br />
One of the largest and lowest cost manganese exporters globally<br />
2<br />
Abundant and shallow resource<br />
3<br />
Flexible onsite and offsite infrastructure capacity allowing<br />
for a rapid response to evolving market conditions<br />
4<br />
Recognised and established product quality<br />
5<br />
Experienced management team<br />
6<br />
Strategy to enhance cash ow through optimisation initiatives<br />
7<br />
Regional consolidation and co-development opportunities<br />
16
Mokala Manganese<br />
In September 2013, Blue Falcon Trading 222 (Pty) Ltd (“Blue Falcon”) acquired a 49% interest in the Gloria Remaining Extent<br />
prospecting right resulting in the establishment of Mokala Manganese (Proprietary) Limited (“Mokala”). Ntsimbintle owns 51%<br />
of the ordinary shares issued in Mokala, with Blue Falcon holding the remaining 49%.<br />
It is approximated that 18 million tonnes of manganese ore is mineable from the Mokala project by opencast means, with the<br />
possibility of an underground mine from which additional ore can be extracted in later years. A feasibility study was completed<br />
on the project, with the Mining Right application submitted thereafter. The award of this mining right is imminent.<br />
Khwara Manganese<br />
In December 2016, Ntsimbintle reached agreement with Lehating Mining (Proprietary) Limited (“Lehating”) and its major<br />
shareholder, Traxys Projects LP, to amalgamate the Lehating Mining Right and the future mining right in respect of the Wessels<br />
prospecting area into one mine.<br />
In terms of this transaction the Wessels North Prospecting Right was sold to Khwara Manganese (Proprietary) Limited (‘Khwara”),<br />
a wholly owned subsidiary of Ntsimbintle. Khwara has applied for a mining right in respect of the Wessels area. It is anticipated that<br />
once this right is awarded Lehating and Khwara will amalgamate their two mining rights to include the Khwara Mining Right area into<br />
the Lehating Mining Right.<br />
The soon to be Lehating/Khwara amalgamated mine is one of the few remaining high grade (49%) manganese deposits in the<br />
Kalahari Manganese Field with approximately 25 million tonnes of mineable manganese ore.<br />
18
Hotazel Manganese Mines<br />
In December 2007, Samancor Manganese ("Samancor"), owned 60% by South32 and 40% by Anglo American,<br />
and Ntsimbintle successfully concluded a transaction relating to its 100% owned Manganese mines, Wessels and<br />
Mamatwan, and associated prospecting rights in the Hotazel area in the Northern Cape.<br />
In terms of the transaction Samancor vended its Hotazel manganese mines and prospecting rights into Hotazel<br />
Manganese Mines (Pty) Limited ("HMM"), a new vehicle created for effecting the transaction. Ntsimbintle vended in<br />
portions of its prospecting rights contiguous to Samancor's Mamatwan and Wessels mines in exchange for a 9%<br />
ungeared interest in HMM. The transaction was subject to the approval of the Department of Minerals and Energy<br />
for the transfer of Ntsimbintle's prospecting rights and Samancor's mining and prospecting rights to HMM.<br />
Such approval was obtained in July 2009.<br />
The transaction provides Ntsimbintle with immediate ownership of pro table assets and their associated cash ow<br />
whilst Samancor gains access to further resources and reserves, some of which were immediately accessed from<br />
existing Samancor mine operations.<br />
19
Social responsibility<br />
and socio-economic development
Social Responsibility and Socio-Economic Development<br />
In partnership with the Department of Mineral Resources and the Joe Morolong District Municipality,<br />
Tshipi has developed and implemented a comprehensive Social and Labour Plan (“SLP”).<br />
The Joe Morolong Local Municipality is the largest and least developed municipality in the John Taolo<br />
Gaetsewe District Municipality. Some of Tshipi projects include:<br />
Teacher Development Programme<br />
A foundation phase teachers’ development programme, in collaboration with the University of Johannesburg, in which Tshipi<br />
sponsored the development of 40 foundation phase teachers from schools in the Joe Morolong Municipality. If each teach a<br />
class of 20 students this will result in the education of 800 students.<br />
Maphiniki Rural Bulk Water Supply Project<br />
A bulk water supply project in the Mapiniki village in which Tshipi sponsored water infrastructure to the value of R5 million to<br />
the Maphiniki village in the Joe Morolong Municipality. This project was handed over to the municipality and community on<br />
05 December 2014. A second phase is currently underway to further extend the water supply to other villages.<br />
2 22
Itsoso Waste Management<br />
An enterprise development project entailing the<br />
incubation of young entrepreneurs from the<br />
community to empower them to run a waste<br />
management business.<br />
Construction of the New Heuningvlei Clinic<br />
Together with the Northern Cape department of<br />
Health, Tshipi embarked on the construction of the new<br />
Heuningvlei Clinic. The construction of the clinic<br />
started in late 2015 and includes the construction of<br />
housing for the clinic staff.<br />
23<br />
1
Adult Basic Education and Training<br />
This initiative was originally intended for the development<br />
of the employees of Tshipi but was extended to the John<br />
Taolo Gaetsewe District Municipality (“JTGDM”)<br />
communities with the support of the NC Department of<br />
Education. This project commenced in 2016 with 250<br />
learners in 10 ABET Community Centres within JTGDM<br />
participating to date.<br />
Other Education Initiatives<br />
Tshipi is currently sponsoring 24 learners who are doing<br />
leanership programmes at training centres in Mothibistad<br />
and Welkom. 21 of the learners are from John Taolo<br />
Gaetsewe District Municipality.<br />
Nine Bursars at different universities across South Africa are<br />
also being sponsored by Tshipi. Seven of these Bursars are<br />
members of the John Taolo Gaetsewe District.<br />
2 24
25
John Taolo Gaetswe Developmental Trust<br />
(Previously “Kgalagadi Rural Poverty Node Charitable Trust”)<br />
The John Taolo Gaetsewe Developmental Trust (“JTGDT”) has become a signi cant<br />
developmental stakeholder within the John Taolo Gaetsewe district.<br />
The JTGDT has much to be proud of. Listed below are some of the key projects that JTGDT has<br />
embarked on.<br />
JTGDT Human Resource Development Foundation<br />
This is the rst of the Trust’s agship programmes. The HRDF is responsible for the administration of bursaries from the Trust and<br />
serves as an information technology hub for access to information about job opportunities. The hub also assists in career<br />
guidance and counselling, mentorship and how to apply for various jobs online as well as teaching basic computer literacy<br />
skills.<br />
JTGDT Bursary Scheme<br />
Education sits at the apex of the JTGDT eight pillar mandate. The Trust has already provided 299 bursaries to deserving<br />
students from the JTG district and boasts 166 graduates to date.<br />
Thabo Moorosi Multi-purpose Centre<br />
In 2013 the JTGDT constructed a multi-purpose centre in Mothibistad, and thereafter partnered with the Department of Sports,<br />
Arts & Culture to implement arts, culture and sporting activities at the centre.<br />
26
Kurara FM<br />
Kurara FM is a community radio station with trained presenters,<br />
established with the aim of reaching communities in the whole<br />
region of JTG District. With the Trust’s continued support as well as<br />
the support of other donors, the station has ourished.<br />
Mandela Day Programme<br />
Under the Mandela Day project, the Trust assists 10 destitute<br />
families around the JTG District through the building of homes,<br />
purchase of groceries and provision of medical assistance.<br />
JTG Roads Project<br />
The JTGDT in partnership with SIOC-cdt and Department of Roads<br />
and Public Works has contributed funds towards construction of<br />
20km of tarred roads in the Joe Morolong area.<br />
Ntsimbintle Mining has made dividend payments<br />
amounting to R46,2 million to date, to the John Taolo<br />
Gaetswe Developmental Trust to assist it in carrying out its<br />
mandate to champion sustainable socio-economic solutions<br />
for the poor and needy people of the Kgalagadi district.<br />
27
Socio economic initiatives and projects<br />
embarked on by some of our other shareholders
The Bosasa Group<br />
The Bosasa Group have associated themselves with various CSI initiatives and projects in the form of support<br />
and contributions and have even gone on, together with the WATSON Corporate Academy, to receive the<br />
Gold Award for 'Leveraging Corporate Responsibility' at the 2017 Global CCU Awards held in Paris,<br />
France. Below are some of the many projects that Bosasa is involved in.<br />
• The Sun ower Fund<br />
• Primestars Educate Programme<br />
• Orange Farm Creché Project<br />
• Community Computer Centres<br />
Ditikeni Investment Company Limited<br />
The Ditikeni shareholders, most of whom have been in existence for decades, are committed to making a<br />
meaningful and sustained difference to the communities they serve despite the barrage of challenges faced by<br />
most NPOs in the country at present. Some of the projects that it is involved in includes:<br />
• Association for rural advancement<br />
• New world foundation<br />
• Social change assistance trust<br />
• Western cape association for persons with disabilities<br />
• National institute for crime prevention and reintegration of offenders<br />
30
31
Women Investment Portfolio Holdings Limited (WIPHOLD)<br />
The WIPHOLD Investment Trust has more than 1 200 direct and 18 000 indirect women bene ciaries.<br />
The Trust is a 15.4% shareholder in WIPHOLD, with distributions to bene ciaries owing from dividends.<br />
The WIPHOLD NGO Trust, with an 18.2% shareholding in WIPHOLD, is a powerful instrument that enables<br />
the group to touch the lives of more than 200 000 black women through the various non-governmental<br />
organisations that make up the trust's indirect bene ciaries. More than R115 million has owed to these<br />
organisations from WIPHOLD's investment activities, some of which are listed below.<br />
• National Baptist Church<br />
• SASBO<br />
• Makaota Development Trust<br />
• The Tshwaranang Legal Advocacy Centre<br />
• People Opposing Women Abuse<br />
• Mnquma and KwaDrabo Trusts<br />
• Democratic Nursing Organisation of South Africa<br />
• Tshepang Educare Trust<br />
• Thandanani Children's Foundation<br />
2 32
33
General Enquiries<br />
Ntsimbintle Mining (Pty) Ltd<br />
Tel: +27 11 483 0840<br />
Safika House, 89 Central Street, Houghton