Pallinghurst Abridged Pre-Listing Statement

Hamilton, Bermuda: 20 August 2008 - This abridged pre-listing statement relates to the proposed inward listing of Pallinghurst ("Inward Listing") on the securities exchange of the JSE Limited ("JSE") and is prepared and issued in compliance with the Listings Requirements of the JSE ("Listings Requirements").

This abridged pre-listing statement is not an invitation to the public to subscribe for shares in the Company, but is issued solely for the purpose of providing information to the public in relation to the Company.

This abridged pre-listing statement contains salient information in respect of the Company, which is more fully described in the Company's pre-listing statement dated 13 August 2008 ("Pre-listing Statement"). For a full appreciation of the Inward Listing, the Pre-listing Statement, which is available on request as set out in paragraph ‎10 hereto, should be read in its entirety.

1 INTRODUCTION

Investors are hereby advised that as at the date of this abridged Pre-listing Statement the JSE has approved the application for the Inward Listing of all of the issued ordinary share capital of Pallinghurst on the JSE with effect from the commencement of business on Wednesday, 20 August 2008. Although Pallinghurst is currently listed on the Bermuda Stock Exchange ("BSX"), the JSE will become the Company's primary regulator. Pallinghurst will be listed in the "Equity Investment Instruments" sector of the JSE under the abbreviated name "PALLINGHT" and with share code "PGL".

Pallinghurst is incorporated in Guernsey and is deemed to be an African Company in terms of the Exchange Control regulations of the South African Reserve Bank.

On the date of Inward Listing, the issued share capital of the Company will comprise 169,316,000 ordinary shares with a par value of USD 0.00001 ("Shares") and 2 management shares with a par value of USD 1.00.

2 RATIONALE OF THE INWARD LISTING

In its prospectus dated 5 September 2007, the Company undertook, subject to the receipt of the requisite regulatory approvals, to implement the Inward Listing within the twelve-month period ending 14 September 2008.

In addition to complying with its undertaking, the Company is seeking to implement the Inward Listing in order to achieve a number of strategic and financial benefits including:

- facilitating investments by the Company within the Common Monetary Area;

- enhancing the liquidity and tradability of Pallinghurst's Shares; - facilitating the incremental investment and direct investment in Shares by South African institutional and retail investors respectively;

- appealing to a broader set of prospective investors, thus providing further access to capital markets in order to facilitate and accelerate the Company's growth and/or acquisition of investments falling within the Company's investment scope, which is set out in paragraph ‎4.1 hereto ("Investment Scope"); and

- increasing the Company's public presence and profile.

3 INTRODUCTION TO PALLINGHURST

Pallinghurst was incorporated on 4 September 2007 in accordance with Guernsey Law, and was listed on the BSX on 26 September 2007. The Company's main objective is to carry on the business of an investment holding company in investments falling within its Investment Scope.

To achieve its investment objectives, which are set out in paragraph ‎4.2 hereto ("Investment Objectives"), the Company has appointed the investment manager, as described in paragraph ‎5 hereto ("Investment Manager"), a specialist natural resources entity that seeks to develop strategic partnerships for the Company with companies and/or other entities in order to create and unlock value for investors over the investment term of the Company. Pallinghurst is chaired by Brian Gilbertson, widely regarded as one of the leading figures in the natural resources industry, with a notable history and proven track-record of value creation.

4 INVESTMENT STRATEGY

4.1 Investment Scope

The Company maintains a global focus across the commodities spectrum, with a primary focus on underperforming assets and businesses that lack direction, are poorly managed, or are stranded or distressed. The Investment Manager, on behalf of the Company, seeks to develop strategic platforms in pursuit of consolidation, vertical integration and turn-around opportunities and expansion projects. The Company targets investments in businesses that hold mines, smelters, refineries and processing plants. The preference is for brown-fields opportunities, although investments in businesses with attractive development opportunities are also considered.

4.2 Investment Objectives

On the advice of the Investment Manager, the Company, whether individually or with certain strategic equity partners, on a case-by-case basis, utilises its financial ability and unique expertise and execution skill in the natural resources sector to participate in investments falling within the Investment Scope with the principal objective of providing investors with a high overall rate of return. Each investment vehicle, together with certain strategic equity partners, on a case-by-case basis, attempts to secure board and management control as a pre-requisite to influence the strategic direction of each investment.

4.3 Investment Process

The Company has appointed the Investment Manager to provide it with investment advisory and management services in relation to investments. The Investment Manager is responsible for identifying potential investments and making investment recommendations and providing advice to the Company's board of directors ("Board") regarding investments or the realisation or refinancing thereof.

5 INVESTMENT MANAGER

Pallinghurst (Cayman) GP L.P., in terms of an investment management agreement, has been appointed as the Investment Manager to the Company.

The partners of the Investment Manager have extensive experience in creating value in the natural resources industry, with in-depth knowledge of the assets, companies, people and trends and are recognised for their strategic insight and vision. The senior executives of the Investment Manager are well regarded by international mining investors and are renowned for pioneering innovative transactions (such as the unbundling of Gencor Limited, the creation of.BHP-Billiton plc, and the creation of Vedanta Resources plc, and the formation of the United Company RUSAL). The strength of its contact network allows the Investment Manager to engage key industry players at the highest levels, attract first rate management and operational teams for investments and to utilise leading advisers and specialists. The Investment Manager's origination capabilities provide for excellent deal flow, with a strong pipeline of existing opportunities currently in progress. Pallinghurst Resources LLP, a UK based limited liability partnership regulated by the UK Financial Services Authority, acts as advisor to the Investment Manager in identifying, evaluating and recommending suitable investments, the financing and structuring thereof, and monitoring investments and providing recommendations on re-financings, add-ons and realisations.

6 OVERVIEW OF EXISTING INVESTMENTS

In the period since its incorporation, the Company has concluded a number of attractive investments and is significantly advanced with a number of prospective investments. A salient overview is set out below.

6.1 Fabergé Limited

In January 2007, Fabergé Limited, a company owned and controlled by members of the Investment Manager and certain strategic equity partners, acquired Unilever plc's worldwide portfolio of trademarks, licences and associated rights relating to the Fabergé brand name. Unilever plc had owned the Fabergé brand since 1989, when it purchased Fabergé Inc (then a leading cosmetics company) for USD 1.55 billion.

In September 2007, the Company acquired an indirect majority see-through interest in Fabergé Limited. In accordance with the conditions of the acquisition, minority interests in Fabergé Limited were subsequently sold at a profit, by the Company, to certain strategic equity partners, pursuant to which the Company held a 46.8% see-through interest in Fabergé Limited for a net cost of USD 26.4 million.

In October 2007, Fabergé Limited announced the historic reunification of the Fabergé brand with the Fabergé family after over 50 years of separation. Accordingly, the two great-granddaughters of Peter Carl Fabergé have been appointed alongside Fabergé experts to the Fabergé Heritage Council to oversee the unified Fabergé in its pursuit of excellence and exclusivity.

In November 2007, Mark Dunhill left his position as President of the eponymous luxury company Alfred Dunhill and joined Fabergé Limited as Chief Executive Officer. In a short space of time, Mr Dunhill has assembled a formidable team from companies including Cartier, Condé Nast, De Beers LV, UBS, Clifford Chance and Ernst & Young.

In May 2008, a USD 12.1 million share placing was made to new and existing strategic equity partners, diluting the Company's see-through interest to 43.2%, but resulting in an implied unrealised value of the Company's interest in Fabergé Limited of approximately USD 79 million.

In August 2008, the Company invested a further USD 15 million, increasing its see-through interest in Fabergé Limited to 47.5%, for a total aggregate cost of USD 41.4 million. The corresponding implied unrealised value of the Company's interest in Fabergé Limited is approximately USD 93.7 million.

The Investment Manager believes that there is significant scope for redeveloping the Fabergé brand with two primary objectives, which will be housed in separate investment vehicles and run as independent investments:

1. The first is to restore the Fabergé brand as one of the world's leading luxury brands dedicated to the heritage of Peter Carl Fabergé, and focusing on the highest standards of design and craftsmanship. Mr Dunhill and his specialist team from the luxury goods sector have been tasked with implementing this strategy; and

2. The second is to create a world leading company in the coloured gemstone industry. This industry is presently fragmented and undercapitalised, and has not had the benefit of the leadership that De Beers brought to the diamond industry a century ago. It is intended that this investment vehicle will produce, market and sell its finest output as individually branded Fabergé gemstones, so guaranteeing the quality, provenance and the ethical sourcing of the gemstones. This initiative is linked to Rox Limited, as set out in paragraph 6.2 hereto.

Global expenditure on jewellery and watches is expected to accelerate over the next five year period, growing by 35% to USD 318 billion per annum. Within such expenditure recognised luxury brands are driving growth, and spending in the luxury segment is expected to double over the corresponding five year period to USD 94 billion per annum (Source: Verdict, Global Jewellery Retailing 2008). The resilience of the luxury market results from increasing global wealth, passion investing and the strong demand from emerging markets for branded jewellery and status symbol watches; and also reflects the ability of luxury brands to pass on increases in commodity prices to the end consumer, thereby maintaining gross margins.

The name Fabergé enjoys excellent brand recognition globally, and will benefit from the rapid growth in the premium jewellery market and the strong appetite of high net worth individuals for superlative luxury items. Fabergé will be guided by the model pioneered by Peter Carl Fabergé, pursuing excellence in creativity, design and craftsmanship. The worldwide debut of its new collection, which will focus on high jewellery, is planned for the second quarter of 2009.

 6.2 Rox Limited

In October 2007, the Company along with certain strategic equity partners acquired, via Rox Limited (a newly incorporated company), an indirect 75% interest in a Zambian emerald mining company, Kagem Mining Limited, with the Government of Zambia owning the remaining 25% interest. The major asset of Kagem Mining Limited is the Kagem mine ("Kagem"), a large open pit emerald mine located on the Fwaya-Fwaya emerald belt near Kitwe, Zambia. Kagem is the largest emerald mine in Africa but a lack of investment and inadequate working capital funding had constrained its optimum development. Upon acquiring the asset, significant investment was made by the Company and certain strategic equity partners to improve mine efficiency. New equipment was purchased and additional infrastructure developed, while security measures (led by Indian army-trained security personnel who are now based on-site) were upgraded. In addition, a management contract was signed with AIM-listed Gemfields Resources plc ("Gemfields"), the owner and operator of nearby emerald mines on the same emerald belt, in terms of which Gemfields assumed the overall day-to-day management of Kagem. Gemfields has a team of experienced emerald miners who have overseen much of the recent development of Kagem.

On 18 December 2007, the reverse takeover of Gemfields by Rox Limited was announced. The transaction, approved by Gemfields' shareholders on 5 June 2008, resulted in Kagem being vended into Gemfields (together with an option to acquire a license to use the Fabergé brand name on superior-quality coloured gemstones) in exchange for a fully diluted interest of approximately 55% of the enlarged group.

On 14 May 2008, Gemfields' shares were re-admitted to trading following the release of a re-admission document that described the terms of the transaction, and which announced a share placing of GBP 30 million (USD 58.9 million). The share placing was completed on 6 June 2008 with Rox Limited following its subscription rights for GBP 16.3 million (USD 32.0 million) of new Gemfields shares at 45 pence (88 US cents) per share.

In June 2008, the Company purchased a further 8 million shares (2.6%) in Gemfields on the open market, increasing its see-through interest in Gemfields to approximately 28%, for a total aggregate cost of USD 52.5 million.

Despite being a highly fragmented and undercapitalised industry, the (non-diamond) coloured gemstone industry has been largely overlooked by mining investors. This is partly attributed to the long-standing success of De Beers in promoting diamonds as the gemstone of choice. Yet recent auctions held by Sotheby's Holdings Inc. and Christie's International plc indicate that per carat prices for emeralds, rubies and sapphires can exceed the per carat prices achieved for diamonds. This is particularly striking considering the lack of marketing expenditure in the coloured gemstone industry.

Gemfields intends to become the leading producer and supplier of coloured gemstones by pursuing consolidation and vertical integration opportunities in the industry on an international scale. Gemfields' operating scope will include acquiring and running mines of suitable scale, in-house cutting and polishing of its high-grade material and pursuing suitable marketing and branding programmes for coloured gemstones. In addition, Gemfields has a world-wide exclusive licence option to use the Fabergé brand name on its superior-quality coloured gemstones.

Gemfields will seek to further enhance the market appeal of its coloured gemstones including improving consistency of supply, ensuring ethical sourcing of gemstones and focusing on natural, untreated gemstones.

7 ENTITLEMENT TO INVESTMENTS

The Investment Manager has, in accordance with the Investment Scope and Investment Objectives, identified and secured prospective investments, an overview of which is included in the paragraphs that follow. The prospective investments have been presented by the Investment Manager to the Board, who has reviewed and approved the Company's entitlement to participate, alongside certain strategic equity partners, in each of the prospective investments ("Entitlements"), subject to the receipt of the approval of the Exchange Control Department of the South African Reserve Bank, which approval has been obtained, subject to the implementation of the Inward Listing. Accordingly, on or after the implementation of the Inward Listing the Company intends to exercise the Entitlements.

7.1 Ntsimbintle Pallinghurst Joint Venture

In accordance with the Company's stated strategic objective of forming a platform to source and supply raw materials to the steel industry, the Investment Manager has secured a potential manganese investment for the Company.

In November 2007, a subsidiary of the Company, along with certain strategic equity partners, concluded a joint venture agreement with Ntsimbintle Mining (Proprietary) Limited, a Black Economic Empowerment group with manganese exploration rights within the primary manganese region in South Africa, commonly referred to as the Kalahari Basin. The Kalahari Basin contains approximately 80% of the world's known mineable manganese reserves. One of the properties subject to the Pallinghurst Ntsimbintle joint venture is adjacent to and appears to share similar geology to Samancor's world-class Mamatwan Mine. The purpose of the Pallinghurst Ntsimbintle joint venture is to create a world-class manganese producer within the next three-year period.

Following the recommendations of an independent scoping study, a pre-feasibility and bankable feasibility study ("BFS") has been initiated and is expected to be completed by the second quarter of 2009.

The Investment Manager has negotiated an entitlement for the Company to acquire a minority indirect shareholding in the Pallinghurst Ntsimbintle joint venture.

7.2 Platinum Group Metals opportunity

The Investment Manager has identified and secured two prospective investments in the Platinum Group Metals ("PGM") industry. Strong demand combined with challenges in supply make the PGM industry a promising area for investment.

PGMs are used across a wide range of industries and it is estimated that 20% of all consumer products either contain PGMs or require PGMs in their production. The uses of PGMs are primarily industrial, particularly the automotive industry, which uses PGMs in catalytic converters, spark plugs and sensors. In 2007, the automotive industry consumed 4.2 million ounces of platinum, approximately 55% of global consumption of 8 million ounces. Platinum has also become a very popular choice for modern jewellery, and in 2007, the jewellery industry consumed 1.6 million ounces of platinum. China is today the largest and fastest growing market for platinum jewellery.

For the past 10 years, South Africa has consistently produced between 70-80% of the world's primary PGMs and according to the South African Department of Minerals & Energy, 87.7% of the world's platinum reserves are located in South Africa. Recent supply failures encountered by the existing South African PGM miners include deeper level mining, smelter failures, uncertain power supply and shortages of skilled workers.

These combined demand and supply-side pressures led to a series of record prices for platinum and other PGMs during 2008. Although platinum is currently trading below its peak, long-term price expectations remain strong, and the prospects for a new entrant to the industry continue to be attractive.

The senior partners of the Investment Manager have strategic and operational experience in PGMs through their earlier associations with Rustenburg Platinum Mines Limited ("RPM"), Impala Platinum Holdings Limited and Incwala Resources (Proprietary) Limited ("Incwala"), a Black Economic Empowerment PGM investment vehicle with an 18% interest in Lonmin plc. Mr Gilbertson and Mr Frandsen played key roles in the formation of Incwala, respectively in the roles of Chairman and Chief Executive Officer.

The Investment Manager, for and on behalf of the Company and certain strategic equity partners (collectively, "PGM Consortium") has concluded an agreement with the Bakgatla-Ba-Kafela Tribe ("Bakgatla"), in terms of which the parties will form a broad-based and black-controlled PGM investment vehicle ("PGM SPV"), to be held initially as to 50.1% by the Bakgatla and 49.9% by the PGM Consortium. In terms of the shareholders' agreement that regulates the parties' relationship as shareholders of PGM SPV, the parties will endeavour to exploit PGM opportunities in accordance with the Company's Investment Policy and Investment Objectives in order to realise superior returns for its investors.

On 24 December 2007, the Investment Manager concluded an agreement with the vendors of Moepi Group (Proprietary) Limited ("Moepi Group"), in terms of which PGM SPV would acquire 100% of the shares in Moepi Group, a company holding an approximate effective indirect 25% interest in Boynton Investments (Proprietary) Limited ("Boynton"), subject to the fulfilment of certain conditions precedent.

Boynton is a private company whose primary assets are situated in the Western Limb of the Bushveld Igneous Complex ("BIC"), north of the Pilanesberg, South Africa and is controlled by Platmin Limited ("Platmin"), a USD 500 million company incorporated in Canada and listed on the Toronto Stock Exchange and Alternative Investment Market of the London Stock Exchange. Platmin focuses on the exploration and development of PGM deposits in South Africa exclusively through its approximate 73% effective interest in Boynton.

Concurrently with the Moepi sale and purchase agreement, the Company provided a guarantee over loan funding of USD 25 million in order for the Moepi Group to acquire a further 7.80% interest in Boynton, thereby increasing Moepi Group's total effective interest in Boynton to approximately 25%. The guarantee over loan funding was the first step towards PGM SPV acquiring 100% of Moepi Group, which transaction was declared unconditional on 4 June 2008.

The Investment Manager has negotiated an entitlement for the Company to acquire a 9.26% interest in PGM SPV as the platform for a broader PGM strategy. It is anticipated that the Company will exercise its entitlement on or shortly after the Inward Listing.

In addition, the Investment Manager, for and on behalf of the PGM Consortium, secured a further prospective PGM investment pursuant to which the PGM Consortium concluded an agreement on 31 May 2008 with the Bakgatla, subject to requisite regulatory approvals, to acquire a 40% interest in Richtrau No. 123 (Proprietary) Limited, a PGM exploration company whose sole asset is a new order prospecting right in respect of Magazynskraal 3, Registration Division J.Q., North West Province ("Magazynskraal"), a farm situated in the Western Limb of the BIC, north of the Pilansberg. In terms of the Magazynskraal sale and purchase agreement, the PGM Consortium will procure 100% of the BFS funding required for the completion of the BFS in respect of Magazynskraal and pay the Bakgatla an undisclosed consideration once the Magazynskraal transaction has been declared unconditional in accordance with its terms. Currently, the necessary regulatory approvals (including those from the Competition Authorities and the Department of Minerals and Energy) are being obtained. The approval process is anticipated to take up to 4 months.

Pursuant to the implementation of the Magazynskraal transaction, each of the Bakgatla and the PGM Consortium will hold a 40% interest in Magazynskraal, with RPM holding the remaining 20% interest. The PGM Consortium and Bakgatla's interests will be regulated in accordance with the PGM SPV's shareholders' agreement for the benefit of the PGM SPV. In terms of the Magazynskraal sale and purchase agreement, the PGM Consortium will be appointed as a contractor to complete the BFS in respect of Magazynskraal.

The Investment Manager has negotiated an entitlement for Pallinghurst to acquire an effective 9.26% interest in the Magazynskraal transaction (40% to be acquired by the PGM Consortium).

The PGM Consortium and the Bakgatla plan to exploit each of the Moepi Group and Magazynskraal transactions, and the PGM SPV may consider further acquisitions and/or development opportunities where the investment proposition and return propsects are favourable.

8 DIRECTORS AND MANAGEMENT OF PALLINGHURST

The following table sets out the details of the directors of Pallinghurst, and the partners of the Investment Manager:

Name Business address Board of directors of Pallinghurst

Brian Gilbertson (Chairman) 54, Jermyn Street London SW1Y 6LX United Kingdom Arne H Frandsen (Chief Executive Officer) 54, Jermyn Street London SW1Y 6LX United Kingdom Stuart Platt-Ransom (Non-executive Director) 1 Le Marchant Street St Peter Port Guernsey GY1 4HP Channel Islands Clive Harris (Non-executive Director) Box 30142 SMB Grand Cayman Cayman Islands Partners of the Investment Manager Brian Gilbertson 54, Jermyn Street London SW1Y 6LX United Kingdom Arne H Frandsen 54, Jermyn Street London SW1Y 6LX United Kingdom Priyank Thapliyal 54, Jermyn Street London SW1Y 6LX United Kingdom Sean Gilbertson 54, Jermyn Street London SW1Y 6LX United Kingdom Andrew Willis 54, Jermyn Street London SW1Y 6LX United Kingdom

9 FUTURE PROSPECTS

The investments currently held by the Company are at an early stage of implementation of their intended strategies, but promise significant value uplift through organic growth, synergistic acquisitions and/or vertical integration opportunities. The Investment Manager continues to seek attractive investment opportunities for the Company. The Company is currently evaluating a number of prospective investments which meet the Company's Investment Scope and Investment Objectives, with the principal objective of providing investors with a high overall rate of return.

10 COPIES OF THE PRE-LISTING STATEMENT

Copies of the Pre-listing Statement are available, in English only, and may be obtained during normal business hours from the registered office of the Company, investment bank and sponsor and transfer secretary from Monday, 18 August 2008 to Monday, 1 September 2008, at the addresses set out below:

Company

1 Le Marchant Street St Peter Port Guernsey GY1 4HP Channel Islands

Investec Bank Limited 100 Grayston Drive Sandown Sandton 2196 South Africa

Computershare Investor Services (Proprietary) Limited Computershare Investor Services Ground Floor 70 Marshall Street Johannesburg 2001 South Africa

15 August 2008

Sandton

Investment bank and sponsor Legal advisers in South Africa [Investec Corporate Finance Logo] [ENS logo] Investment adviser Legal advisers in Guernsey [Pallinghurst logo] Pallinghurst Resources LLP [Ozannes Logo]