EX-4.38



 Exhibit 4.38 

EXECUTION VERSION 
 FOURTH ADDENDUM TO
THE TRANSACTION FRAMEWORK AGREEMENT 
 amongst 

ATLATSA RESOURCES CORPORATION 
 and 

RUSTENBURG PLATINUM MINES LIMITED 
 (in its
capacity as co-shareholder of Holdco, Senior Agent, Security Agent and Lender) 
 and 

PLATEAU RESOURCES PROPRIETARY LIMITED 
 and 

BOKONI PLATINUM HOLDINGS PROPRIETARY LIMITED 
 and 

BOKONI PLATINUM MINES PROPRIETARY LIMITED 
 and 

ATLATSA HOLDINGS PROPRIETARY LIMITED 
 and 

 
  
  





 







 PELAWAN FINANCE SPV PROPRIETARY LIMITED 

and 
 THE TRUSTEES FOR THE TIME BEING OF THE
PELAWAN TRUST 
 and 
 THE TRUSTEES FOR
THE TIME BEING OF THE PELAWAN DIVIDEND TRUST 







  
 



 
  
 Table of Contents 

 

							
	 	  	 	  	Page No	 
			
	 1.
	  	 Interpretation
	  	 	2	  
			
	 2.
	  	 Introduction
	  	 	2	  
			
	 3.
	  	 Amendment
	  	 	3	  
			
	 4.
	  	 Savings clause
	  	 	3	  
			
	 5.
	  	 Miscellaneous
	  	 	3	  








 



 
 2 
  

					
	 1.
	  	 Interpretation
	  	
		
	 1.1
	  	 In this Addendum, the following words shall, unless otherwise stated or where inconsistent with the context in which they appear, bear the
following meanings and other words derived from the same origins as such words (that is, cognate words) shall bear corresponding meanings:

			
	 1.1.1
	  	“Addendum”	  	 this fourth addendum to the Transaction Framework Agreement;

			
	 1.1.2
	  	 “Fourth Addendum
 Signature
Date”
	  	 the date on which this Addendum is signed (whether or not in counterpart) by the last of the signing Parties;

			
	 1.1.3
	  	“Parties”	  	the parties to this Addendum and the Transaction Framework Agreement; and
			
	 1.1.4
	  	“Transaction Framework Agreement”	  	 the Transaction Framework Agreement entered into by the Parties on 27 March 2013, together with any schedules thereto, as may be amended from time to
time.

		
	 1.2
	  	 Except as defined in clause 1.1 or as expressly provided otherwise, capitalised words and phrases in this Addendum shall have the same meanings
as defined in the Transaction Framework Agreement.

			
	 2.
	  	Introduction	  	
		
	 2.1
	  	 On 27 March 2013, the Parties entered into the Transaction Framework Agreement.

		
	 2.2
	  	 The Parties wish to enter into this Addendum in order to amend the Transaction Framework Agreement as set out in clause 3 of this
Addendum.









 



 
 3 
  

					
		
	 3.
	  	Amendment
		
		  	 With effect from the Fourth Addendum Signature Date, the Parties amend the Transaction Framework Agreement by deleting the date
“15 November 2013” from where it appears in clause 3.1 and replacing it with the date “31 January 2014”.

		
	 4.
	  	Savings clause
		
		  	 This Addendum constitutes an amendment to the Transaction Framework Agreement within the meaning of clause 6.5.4 of the Transaction Framework
Agreement. Save as set out herein all the remaining terms and conditions of the Transaction Framework Agreement will continue in full force and effect and shall not be amended, varied or changed as a result of the provisions of this
Addendum.

		
	 5.
	  	Miscellaneous
		
	 5.1
	  	 No amendment or variation of this Addendum shall affect the terms hereof unless such amendment or variation is reduced to writing and signed by
each of the Parties.

		
	 5.2
	  	 This Addendum may be executed in any number of counterparts, and this has the same effect as if signatures on the counterparts were on a single
copy of this Addendum.









 



 
 4 
  

SIGNATURE PAGE 
  

					
	ATLATSA	  	
		
	Signed at SANDTON on 15 November 2013.	  	
		
	 




  
	  	
	 For and on behalf of:
	  	
		
	ATLATSA RESOURCES CORPORATION	  	
			
	 Name:
	  	 AHCH Motaung
	  	
			
	 Office:
	  	 Director
	  	
		  	(who warrants his authority)	  	








 



 
 5 
  

SIGNATURE PAGE 
  

					
	ATLATSA HOLDINGS	  	
		
	Signed at SANDTON on 15 November 2013.	  	
		
	 




  
	  	
	 For and on behalf of:
	  	
		
	ATLATSA HOLDINGS PROPRIETARY LIMITED	  	
			
	 Name:
	  	 AHCH Motaung
	  	
			
	 Office:
	  	 Director
	  	
		  	(who warrants his authority)	  	








 



 
 6 
  

SIGNATURE PAGE 
  

					
	PLATEAU	  	
		
	Signed at SANDTON on 15 November 2013.	  	
		
	 




  
	  	
	 For and on behalf of:
	  	
		
	PLATEAU RESOURCES PROPRIETARY LIMITED	  	
			
	 Name:
	  	 AHCH Motaung
	  	
			
	 Office:
	  	 Director
	  	
		  	(who warrants his authority)	  	








 



 
 7 
  

SIGNATURE PAGE 
  

					
	HOLDCO	  	
		
	Signed at SANDTON on 15 November 2013.	  	
		
	 




  
	  	
	 For and on behalf of:
	  	
		
	BOKONI PLATINUM HOLDINGS PROPRIETARY LIMITED	  	
			
	 Name:
	  	 AHCH Motaung
	  	
			
	 Office:
	  	 Director
	  	
		  	(who warrants his authority)	  	








 



 
 8 
  

SIGNATURE PAGE 
  

					
	OPCO	  	
		
	Signed at SANDTON on 15 November 2013.	  	
		
	



	  	
	 For and on behalf of:
	  	
		
	BOKONI PLATINUM MINES PROPRIETARY LIMITED	  	
			
	 Name:
	  	 AHCH Motaung
	  	
			
	 Office:
	  	 Director
	  	
		  	(who warrants his authority)	  	








 



 
 9 
  

SIGNATURE PAGE 
  

					
	RPM	  	
		
	Signed at                      on              2013.	  	
		
	  
	  	
	 For and on behalf of:
	  	
		
	RUSTENBURG PLATINUM MINES LIMITED	  	
			
	 Name:
	  	  
	  	
			
	 Office:
	  	  
	  	
		  	(who warrants his authority)	  	








 



 
 10 
  

SIGNATURE PAGE 
  

					
	THE SENIOR AGENT	  	
		
	Signed at                      on              2013.	  	
		
	  
	  	
	 For and on behalf of:
	  	
		
	RUSTENBURG PLATINUM MINES LIMITED	  	
			
	 Name:
	  	  
	  	
			
	 Office:
	  	  
	  	
		  	(who warrants his authority)	  	








 



 
 11 
  

SIGNATURE PAGE 
  

					
	THE SECURITY AGENT	  	
		
	Signed at                      on             2013.	  	
		
	  
	  	
	 For and on behalf of:
	  	
		
	RUSTENBURG PLATINUM MINES LIMITED	  	
			
	 Name:
	  	  
	  	
			
	 Office:
	  	  
	  	
		  	(who warrants his authority)	  	








 



 
 12 
  

SIGNATURE PAGE 
  

					
	THE PELAWAN SPV	  	
		
	Signed at SANDTON on 15 November 2013.	  	
		
	 




	  	
	 For and on behalf of:
	  	
		
	PELAWAN FINANCE SPV PROPRIETARY LIMITED	  	
			
	 Name:
	  	  
	  	
			
	 Office:
	  	  
	  	
		  	(who warrants his authority)	  	








 



 
 13 
  

SIGNATURE PAGE 
  

									
	THE PELAWAN DIVIDEND TRUST	  		 	
			
	Signed at SANDTON on 15 November 2013.	  		 	
			
	



	  		 	




	 For and on behalf of:
	  		 	 For and on behalf of:

			
	THE PELAWAN DIVIDEND TRUST	  		 	THE PELAWAN DIVIDEND TRUST
					
	 Name:
	 	 TUMELO MOATLHODI
	  		 	 Name:
	 	 ASNA CHRIS HAROLD MOTAUNG

					
	 Office:
	 	 TRUSTEE
	  		 	 Office:
	 	 TRUSTEE

		 	(who warrants his authority)	  		 		 	(who warrants his authority)








 



 
 14 
  

SIGNATURE PAGE 
  

									
	THE PELAWAN TRUST	  		 	
			
	Signed at SANDTON on 15 November 2013.	  		 	
			
	



	  		 	




	 For and on behalf of:
	  		 	 For and on behalf of:

			
	THE PELAWAN TRUST	  		 	THE PELAWAN TRUST
					
	 Name:
	 	 TUMELO MOATLHODI
	  		 	 Name:
	 	 ASNA CHRIS HAROLD MOTAUNG

					
	 Office:
	 	 TRUSTEE
	  		 	 Office:
	 	 TRUSTEE

		 	(who warrants his authority)	  		 		 	(who warrants his authority)