Further Cautionary Announcement: Exxaro Commences Sale of a Portion of its Stake in Tronox

October 2, 2017

PRETORIA, South Africa–(BUSINESS WIRE)–Exxaro Resources Limited (JSE:EXX):

EXXARO RESOURCES LIMITED
Incorporated in the Republic of South
Africa
(Registration Number: 2000/011076/06)
JSE share code:
EXX
ISIN code: ZAE000084992
ADR code: EXXAY
Bond Code:
EXX02
ISIN Code: ZAG000115965
(Exxaro or the Company)

Exxaro Resources Limited (JSE:EXX) today announces that it has commenced
a public offering in the United States of 16.0 million Class A ordinary
shares of Tronox Limited (NYSE:TROX), a NYSE-listed company engaged in
the mining, production and marketing of inorganic minerals and
chemicals. The offering is a Category 2 disposal in terms of the JSE
Listings Requirements (the "Disposal").

J.P. Morgan, Barclays and Morgan Stanley will act as joint book-running
managers and underwriters for the offering. Exxaro intends to grant the
underwriters a 30-day option to purchase up to 2.4 million additional
Class A ordinary shares at the public offering price, less underwriting
discounts and commissions. The offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
offering may be completed, or as to the actual size or terms of the
offering.

Exxaro currently owns approximately 51 million Tronox Class B ordinary
shares, which represents approximately 42.7 per cent of Tronox's total
outstanding voting shares. The offering announced today represents
approximately 31.3 per cent of Exxaro's Class B ordinary shares and
approximately 13.4 per cent of Tronox's total outstanding voting shares,
assuming no exercise of the underwriters' option to purchase additional
shares. Pursuant to Tronox's Constitution, the Class B ordinary shares
will convert automatically into Class A ordinary shares on a one-for-one
basis upon the sale of the shares to the underwriters.

Today's offering follows Exxaro's announcement on 8 March 2017 of its
intention to monetise its stake in Tronox. Exxaro's objective in selling
its Tronox shares is to focus on its core activities, to provide funding
for its future capital commitments, to repay debt and to return capital
to its shareholders, which it believes is in its shareholders' best
interests. Exxaro presently intends to sell the remainder of its Tronox
shares in a staged process over time pursuant to the Registration
Statement (as defined below), subject to market conditions.

If today's offering is completed, Exxaro's ownership in Tronox would be
reduced to approximately 29.4 per cent, assuming no exercise of the
underwriters' option to purchase additional shares. Exxaro's
shareholder's deed with Tronox permits Exxaro to nominate up to three
members of Tronox's board of directors, depending on Exxaro's percentage
ownership in Tronox. If the offering announced today is completed,
Exxaro's right to nominate directors will decrease from three members to
two members, in which case Exxaro intends to request that one of the
Exxaro-nominated directors resign from his position on Tronox's board of
directors.

Further to the cautionary announcement released on 22 November 2016 and
renewals issued on 26 June 2017 and 18 September 2017 regarding the
unwinding of the existing Black Economic Empowerment ("BEE") transaction
and the replacement BEE transaction, Exxaro shareholders are reminded
that the pro forma financial effects of the replacement BEE transaction
have not yet been announced, and that Exxaro shareholders are advised to
continue to exercise caution when dealing in Exxaro's securities.

In addition, Exxaro shareholders are advised that the Disposal is a
Category 2 transaction in terms of the JSE Listings Requirements.
Accordingly, Exxaro shareholders are advised to exercise caution when
dealing in Exxaro's securities until further detailed announcements
relating to the Disposal are made.

The offering to which this Cautionary Announcement relates is being made
pursuant to Tronox's effective shelf registration statement on Form S-3
filed by Tronox with the United States Securities and Exchange
Commission (the "SEC") on 2 October 2017 (the "Registration Statement").
The Class A ordinary shares will be offered by means of a prospectus and
accompanying prospectus supplement forming a part of the Registration
Statement.

Before prospective investors invest in any Class A ordinary shares, they
should read the prospectus and accompanying prospectus supplement
included in the Registration Statement and other documents that Tronox
has filed with the SEC for more complete information about Tronox and
the offering. The Registration Statement, the prospectus supplement and
the documents incorporated by reference therein are available for free
by visiting EDGAR on the SEC's website at www.sec.gov.

Alternatively, a copy of the prospectus and accompanying prospectus
supplement may be obtained from J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717, toll-free: +1 (866) 803-9204, email: [email protected];
Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, toll-free: +1 (888) 603-5847, email: [email protected];
Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014.

Editor's note

Exxaro is a resources group with business interests in South Africa,
Europe, the United States of America and Australia. Exxaro's asset
portfolio includes coal operations and investments in iron ore, pigment
manufacturing, renewable energy (wind) and residual base metals.

Forward-Looking Statements

This Cautionary Announcement contains "forward-looking statements",
which are statements that are not historical facts and that are based
upon Exxaro management's current beliefs and expectations. These
statements are subject to uncertainty and changes in circumstances and
contain words such as "believe", "intended", "expect", and "anticipate",
and include statements about expectations for future results and
actions, such as statements concerning the anticipated final terms,
timing and completion of the proposed and any future offering and the
potential proceeds and application of proceeds resulting from the
proposed offering. Any statement in this Cautionary Announcement that
expresses or implies Exxaro's intentions, beliefs, expectations or
predictions (and the assumptions underlying them) is a forward-looking
statement. Forward-looking statements involve inherent risks,
uncertainties and assumptions that may be beyond Exxaro's control. If
such risks or uncertainties materialise or such assumptions prove
incorrect, actual results or actions could differ materially from those
expressed or implied by such forward-looking statements and assumptions.
The forward-looking statements contained in this Cautionary Announcement
are made as at the date hereof, and Exxaro expressly disclaims any
obligation to update or correct any forward-looking statements made
herein due to the occurrence of events after the issuance of this
Cautionary Announcement.