ITEM 7.01
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REGULATION FD DISCLOSURE
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On December 9, 2016, Stillwater issued a press release announcing the
execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
On December 9, 2016, Michael McMullen, CEO of Stillwater, sent an email to the employees of Stillwater announcing the execution of the Merger Agreement. A
copy of that email is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
On December 9, 2016, Michael McMullen, CEO of
Stillwater, recorded a message to the employees of Stillwater announcing the execution of the Merger Agreement. A script of that recording is attached hereto as Exhibit 99.3 and is incorporated into this Item 7.01 by reference.
On December 9, 2016, Stillwater created an intranet site for its employees announcing the execution of the Merger Agreement. A copy of the text of that site
is attached hereto as Exhibit 99.4 and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2. of Form 8-K, the
press release, email, message script, and intranet site text shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This communication does not constitute the solicitation of any vote, proxy or approval. In connection with the proposed transaction, Stillwater intends to file
with the SEC relevant materials, including a proxy statement. The proxy statement and other relevant documents will be sent or otherwise disseminated to Stillwaters shareholders and will contain important information about the proposed
transaction and related matters. STILLWATER SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement and other relevant documents may also be obtained, free of charge, on the SECs website (http://www.sec.gov), when available. Stillwater shareholders may obtain free copies of the proxy statement by contacting
Stillwaters Investor Relations department at (720) 502-7671 or via e-mail at investor-relations@stillwatermining.
PARTICIPANTS IN THE
SOLICITATION
Stillwater, Sibanye and their respective directors and officers may be deemed participants in the solicitation of proxies of
Stillwaters shareholders in connection with the proposed transaction. Stillwaters shareholders and other interested persons may obtain, without charge, more detailed
information regarding the officers of Stillwater in Stillwaters Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 22, 2016,
and regarding the directors of Stillwater in Stillwaters proxy statement filed with the SEC on March 23, 2016, for its 2016 Annual Meeting of Shareholders. Additional information regarding the interests of participants in the solicitation of
proxies in connection with the proposed transaction will be included in the proxy statement that Stillwater intends to file with the SEC.
SAFE HARBOR
FOR FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and the press release furnished herewith include forward-looking statements
within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as target, will,
forecast, expect, potential, intend, estimate, anticipate, can and other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. Statements related to expected timing of the transactions (including completion), pricing expectations, levels of output, supply and demand, information related to the Blitz Project and estimations or expectations
of enterprise value, EBTIDA and net asset values, are forward-looking statements. The forward-looking statements contained in this filing and the press release furnished herewith involve a number of known and unknown risks, uncertainties and other
factors, many of which are difficult to predict and generally beyond the control of Stillwater, that could cause Stillwaters actual results and outcomes to be materially different from historical results or from any future results expressed or
implied by such forward-looking statements. Such risks, uncertainties and other factors include, without limitation: Sibanyes or Stillwaters ability to complete the proposed transaction; the inability to complete the proposed transaction
due to failure to obtain approval of the shareholders of Sibanye or Stillwater or other conditions in the Merger Agreement; and changes in the market price of gold, platinum group metals (PGMs) and/or uranium. These forward-looking
statements speak only as of the date of this filing.
Stillwater does not undertake any obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.