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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2013

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number 001-31930





ATLATSA
RESOURCES CORPORATION

(Exact name of Registrant as specified in its charter)





NOT APPLICABLE

(Translation of Registrants name into English)

BRITISH COLUMBIA, CANADA

(Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender Street

Vancouver, British Columbia, Canada, V6C 2V6

(Address of principal executive offices)

Kogi Naicker; Tel-27-11-779-6830; Fax-27-11-883-0836

4th Floor, 82 Grayston Drive, Sandton, Johannesburg, 2146, South Africa

(Name, Telephone, E-mail, and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of Each Class             |  | Name of each exchange on which registered
|Common Shares without par value |  | NYSE MKT LLC                             

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of Registrants only class of common stock as of December 31, 2013:

201,888,472 common shares without par value





Indicate by check mark whether Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act     Yes    ̈    No  x

If this report is an annual or transition report, indicate by check mark if
Registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the Registrant (1) has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large accelerated Filer   ̈ |  | Accelerated Filer  x |  | Non-accelerated Filer   ̈

Indicate by check mark which basis of accounting the Registrant has used to prepare the
financial statements included in this filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP   ̈ |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board  x |  | Other   ̈

If Other has been check in response to the previous question, by check mark which
financial statement item Registrant has elected to
follow:    Item 17   ̈    Item 18   ̈

If this is an annual report, indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x









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TABLE OF CONTENTS



|          |  |                                                                              |  |    
|--------- |  | ---------------------------------------------------------------------------- |  | ---
|          |  | GLOSSARY OF TERMS                                                            |  | 5  
|ITEM 1    |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        |  | 16 
|ITEM 2    |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |  | 17 
|ITEM 3    |  | KEY INFORMATION                                                              |  | 18 
|ITEM 4    |  | INFORMATION ON THE COMPANY                                                   |  | 29 
|ITEM 4 A  |  | UNRESOLVED STAFF COMMENTS                                                    |  | 66 
|ITEM 5    |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |  | 67 
|ITEM 6    |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |  | 82 
|ITEM 7    |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |  | 100
|ITEM 8    |  | FINANCIAL INFORMATION                                                        |  | 102
|ITEM 9    |  | THE OFFER AND LISTING                                                        |  | 103
|ITEM 10   |  | ADDITIONAL INFORMATION                                                       |  | 105
|ITEM 11   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  | 114
|ITEM 12   |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY                                  |  | 115
|ITEM 13   |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  | 116
|ITEM 14   |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  | 117
|ITEM 15   |  | CONTROLS AND PROCEDURES                                                      |  | 118
|ITEM 16 A |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |  | 119
|ITEM 16 B |  | CODE OF ETHICS                                                               |  | 119
|ITEM 16 C |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  | 119
|ITEM 16 D |  | EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES                       |  | 120
|ITEM 16 E |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |  | 120
|ITEM 16 F |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |  | 120
|ITEM 16 G |  | CORPORATE GOVERNANCE                                                         |  | 120
|ITEM 16 H |  | MINE SAFETY DISCLOSURE                                                       |  | 120
|ITEM 17   |  | FINANCIAL STATEMENTS                                                         |  | 121
|ITEM 18   |  | FINANCIAL STATEMENTS                                                         |  | 122
|ITEM 19   |  | EXHIBITS                                                                     |  | 172



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GENERAL MATTERS

In this Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (Annual Report), all references to the
Company or to Atlatsa refers to Atlatsa Resources Corporation and its subsidiaries, unless the context clearly requires otherwise. Certain terms used herein are defined in the text and others are included in the glossary of
terms. Refer to Glossary of Terms.

Atlatsa uses the Canadian dollar as its reporting currency. All references in this
document to CAD, dollars or $ are to Canadian dollars, unless otherwise indicated. On February 28, 2014 the noon exchange rate for Canadian dollars as reported by the Bank of Canada was CAD 1.00 = USD 0.9029.
On February 28, 2014 the noon exchange rate for South African Rand as reported by the Bank of Canada was ZAR10.73 = USD 1.00. Refer to ITEM 3 - Key Information for more detailed currency and conversion information.

Except as noted, the information set forth in this Annual Report is as of March 31, 2014 and all information included in this document
should only be considered correct as of such date.

This Annual Report is dated March 31, 2014.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes certain statements that may be deemed forward-looking statements or forward-looking
information within the meaning of applicable securities laws. All statements in this Annual Report, other than statements of historical facts, that address potential acquisitions, future production, reserve potential, exploration drilling,
exploitation activities and events or developments that Atlatsa expects, are forward-looking statements. These statements appear in a number of different places in this Annual Report and can be identified by words such as anticipates,
estimates, projects, expects, intends, believes, plans, will, could, may, projects, or their negatives or other comparable words.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Companys actual results, performance or achievements to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking statements. Examples of such forward-looking statements include, but are not limited to:



| |  |  | Bokoni Mine is expected to achieve production levels similar to previous years.
| | - |  | -------------------------------------------------------------------------------



| |  |  | The Company expects to be able to continue its financing strategy on favourable terms.
| | - |  | --------------------------------------------------------------------------------------

Atlatsa believes that such forward-looking statements are based on material factors and reasonable assumptions that: the anticipated benefits
of the Restructure Plan will be achieved; the Bokoni Mine will increase production levels from the previous years; the Western Ga-Phasha Project (as defined below; also described below under ITEM 4, Section 3.9 - the Restructure
Plan; remaining after the sale of the Eastern Section; has been consolidated into the adjacent Bokoni Mine operations and 4.D. Property, Plants and Equipment); the Boikgantsho Project (as defined below; also described below under
ITEM 4, Section 3.9 - the Restructure Plan and sold during Fiscal 2013 and 4.D. Property, Plants and Equipment); the Kwanda Project (as defined below; also described below under 4.D. Property, Plants and Equipment
and Platreef project exploration results will continue to be positive; contracted parties provide goods and/or services on the agreed timeframes; equipment necessary for construction and development is available as scheduled and does not incur
unforeseen breakdowns; no material labour slowdowns or strikes are incurred; plant and equipment functions as specified; geological or financial parameters do not necessitate future mine plan changes; and no geological or technical problems occur.

Forward-looking statements, however, are not guarantees of future performance and actual results or developments may differ materially
from those projected in forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include the uncertainties related to achievement of the financial and operational improvements
expected as a result of the Restructure Plan; uncertainties related to the continued implementation of the Bokoni Mine operating plan and open cast mining operations; uncertainties related to the timing of the implementation of the Bokoni Mine
deferred expansion plans; labour disputes; fluctuations in market prices; the levels of exploitation and exploration successes; changes in and the effect of government policies with respect to mining and natural resource exploration and
exploitation; continued availability of capital and financing, general economic, market or business conditions, failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, industrial unrest and strikes, political
instability, insurrection or war and the effect of HIV/AIDS on labour force availability and turnover; and delays in obtaining government approvals. These factors and other risk factors that could cause actual results to differ materially from those
in forward-looking statements are described in further detail under ITEM 3D Risk Factors in this Annual Report.



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Atlatsa advises you that these cautionary remarks expressly qualify in their entirety all
forward-looking statements in this Annual Report. The Company assumes no obligation to update its forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as required
by law. You should carefully review the cautionary statements and risk factors contained in this and other documents that the Company files from time to time with, or furnishes to, the United States Securities and Exchange Commission (the
SEC) and the applicable Canadian securities regulators.

CAUTIONARY NOTE TO U.S. INVESTORS

This Annual Report uses the terms measured resources and indicated resources. The Company advises U.S. investors that
while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. The requirements of National Instrument 43-101 Standard of Disclosure for Mineral Projects (NI 43-101) for identification of
reserves are also not the same as those of the SEC, and reserves reported by the Company in compliance with NI 43-101 may not qualify as reserves under SEC standards. Under U.S. standards, mineralization may not be classified
as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that any part
or all of mineral deposits in these categories will ever be converted into reserves.

This Annual Report also uses the term inferred
resources. The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. Inferred resources have a great amount of uncertainty as to their existence, and
as to their economic and legal feasibility. It cannot be assumed that all or any part of a mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of economic studies,
except in rare cases. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.

In addition, disclosure of contained ounces in a mineral resource is permitted disclosure under Canadian regulations. However, the
SEC normally only permits issuers to report mineralization that does not constitute reserves by SEC standards as in place for tonnage and grade, without reference to unit measures.

Investors should refer to the disclosure under the heading Resource Category (Classification) Definitions in the
Glossary of Terms below.

CAUTIONARY NOTE TO READERS CONCERNING TECHNICAL REVIEW OF BOKONI MINE AND THE WESTERN
GA-PHASHA PROJECT

The following are the principal risk factors and uncertainties which, in managements opinion, are likely to
most directly affect the conclusions of the technical review of the Bokoni Mine and of the Ga-Phasha Project. Some of the mineralized material classified as a measured and indicated resource has been used in the cash flow analysis. Under U.S. mining
standards, a full feasibility study would be required in order for such mineralized material to be included in the cash flow analysis, which would require more detailed studies. Additionally, all necessary mining permits would be required in order
to classify these parts of the Bokoni Mines and the Western Ga-Phasha Projects mineralized material as a mineral reserve. There can be no assurance that this mineralized material will become classifiable as a reserve and there is no
assurance as to the amount, if any, which might ultimately qualify as a reserve or what the grade of such reserve amounts would be. Data is not complete and cost estimates have been developed, in part, based on the expertise of the individuals
participating in the preparation of the technical review and on costs at projects believed to be comparable, and not based on firm price quotes. Costs, including design, procurement, construction and on-going operating costs and metal recoveries
could be materially different from those contained in the technical review. There can be no assurance that mining can be conducted at the rates and grades assumed in the technical review. There can be no assurance that the infrastructure facilities
can be developed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity and for fluctuation in the availability of electricity. Projected metal prices have been used for
the technical review. The prices of these metals are historically volatile, and the Company has no control or influence over the prices of these metals, which are determined in international markets. There can be no assurance that the prices of
platinum, palladium, rhodium, gold, copper or nickel will continue at current levels or that they will not decline below the prices assumed in the technical review. Prices for these commodities have been below the price ranges assumed in the
technical report at times during the past ten years and for extended periods of time. The expansion projects described herein will require major financing; probably a combination of debt and equity financing. There can be no assurance that debt
and/or equity financing will be available to the Company on acceptable terms or at all. A significant increase in costs of capital could materially adversely affect the value and feasibility of constructing the expansions. Other general risks
include those ordinary to large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations and the accommodation of local and
community concerns. The conclusions, assumptions and economics of the technical review are sensitive to the currency exchange rates, which have been subject to large fluctuations in the last several years. Also refer to ITEM 3.D. Risk
factors.



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GLOSSARY OF TERMS

Certain terms used in this Annual Report are defined as follows:



|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2009 Senior Debt Facility                  |  | The senior term loan facility provided by RPM to Plateau in connection with the Bokoni Transaction in the principal amount of $50.7 million (ZAR500 million) and
amended on September 28, 2012 to increase the total amount available to facilitate the repayment of amounts owed to Anglo American Platinum under the OCSF and A Preference Share Facility at this date with the effect that all outstanding debt
was consolidated into one single facility. The 2009 Senior Debt Facility was replaced by the New Senior Facilities Agreement on December 13, 2013.              
|                                           | 
|A Preference Shares                        |  | Cumulative redeemable preference shares in the authorized capital of Plateau. Redeemed as part of Phase One of the Restructure Plan on September 28,
2012.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           | 
|Advance                                    |  | RPM has agreed to fund the Bokoni Mine with an advance on the Purchase of Concentrate revenue on the sales made to RPM.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           | 
|Affiliate                                  |  | As ascribed thereto in the Securities Act(British Columbia), as amended, except as otherwise provided herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           | 
|Amendment Agreement                        |  | The Amendment Agreement effecting an increase of $21.8 million (ZAR215.7 million) was signed on May 28, 2013. This was in place as the New Senior Facilities
Agreement was not yet in place.                                                                                                                                                                                                                                                                                                                                                                                       
|                                           | 
|Anglo American Platinum                    |  | Anglo American Platinum Limited, a public company incorporated under the laws of South Africa and whose common shares are listed on the JSE, and includes its
subsidiaries where the context requires.                                                                                                                                                                                                                                                                                                                                                                             
|                                           | 
|Asset Sale                                 |  | The sale of Atlatsas interest in the Asset Sale Properties to RPM pursuant to the Boikgantsho Asset Sale Agreement and the Eastern Ga-Phasha Asset Sale
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | 
|Asset Sale Agreements                      |  | Collectively the Eastern Ga-Phasha Asset Sale Agreement and the Boikgantsho Asset Sale Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | 
|Asset Sale Properties                      |  | The properties that were transferred under the Asset Sale Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | 
|Atlatsa or the Company                     |  | Atlatsa Resources Corporation (previously Anooraq Resources Corporation), a corporation incorporated under the laws of the Province of British Columbia and
listed on the TSX, the JSE and the NYSE MKT, and includes its subsidiaries where the context requires.                                                                                                                                                                                                                                                                                                                 
|                                           | 
|Atlatsa Shareholders Agreement             |  | The shareholders agreement between Pelawan, Atlatsa, the Pelawan Trust and Plateau, dated as of June 12, 2009, which has replaced the Pelawan Reverse Take-Over
Share Exchange Agreement between Pelawan and Atlatsa made as of January 21, 2004 and as amended from time to time, the Pelawan Reverse Take-Over Shareholders Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of September 19, 2004 and
the settlement agreement between the Company and Pelawan, dated as of December 28, 2006, as of July 1, 2009, the effective date of the Bokoni Transaction.
|                                           | 
|Atlatsa Holdings                           |  | Atlatsa Holdings Proprietary Limited, a private company incorporated under the laws of South Africa, formerly known as Pelawan Investments Proprietary
Limited.                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           | 
|B1 Preference Shares                       |  | Cumulative convertible preference shares in the authorized capital of Pelawan SPV. Converted on January 14, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | 
|B2 Preference Shares 
B3 Preference Shares |  | Cumulative convertible redeemable preference shares in the capital of Plateau. Converted on January 14, 2014.
 Cumulative convertible redeemable preference shares in the
capital of Plateau. Converted on January 14, 2014.                                                                                                                                                                                                                                                                                                                                                       



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|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BIC                              |  | Bushveld Igneous Complex.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                 | 
|BEE                              |  | Black Economic Empowerment, as envisaged pursuant to the Mineral Development Act and related legislation and guidelines, being a strategy aimed at substantially
increasing participation by HDPs at all levels in the economy of South Africa. BEE is aimed at redressing the imbalances of the past caused by the Apartheid system in South Africa, by seeking to substantially and equitably increase the ownership and
management of South Africas resources by the majority of its citizens and so ensure broader and more meaningful participation in the economy by HDPs.                         
|                                 | 
|Beneficial Shareholder           |  | A Shareholder who beneficially owns and holds Common Shares through a broker (or some other intermediary) and who does not hold Common Shares in his, her or its
own name.                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 | 
|Board of Directors or Board      |  | The board of directors of Atlatsa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                 | 
|Boikgantsho Asset Sale Agreement |  | The sale of assets agreement dated March 27, 2013 between RPM and Boikgantsho pursuant to which RPM purchased and Boikgantsho sold the Boikgantsho Project
assets on December 13, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                 | 
|Boikgantsho Project              |  | The Boikgantsho PGM project, located on the Northern Limb of the Bushveld Complex in South Africa, on the Drenthe and Witrivier farms, and the northern portion
of the Overysel farm.                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                 | 
|Boikgantsho                      |  | Boikgantsho Platinum Mine Proprietary Limited, a private company incorporated under the laws of South Africa which holds the mineral title in respect of the
Boikgantsho Project.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                 | 
|Bokoni Mine                      |  | Bokoni Platinum Mines Proprietary Limited, a private company incorporated under the laws of South Africa, formerly named Richtrau No. 177 Proprietary Limited
and which is a wholly owned subsidiary of Holdco. A PGM mine, located on the Eastern Limb of the Bushveld Complex in South Africa on the Diamond, Wintersveld, Jagdlust, Middelpunt, Umkoanesstad and Zeekoegat farms, formerly named the Lebowa Platinum
Mine.                                                                                                                                                                             
|                                 | 
|Bokoni Holdco                    |  | Bokoni Platinum Holdings Proprietary Limited a private company incorporated under the laws of South Africa which are the holding company of Bokoni Mine, Kwanda,
Boikgantsho and Ga-Phasha.                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 | 
|Bokoni Transaction               |  | The transaction pursuant to which the Company acquired an effective 51% interest in Bokoni Mine and an additional 1% interest in the Ga-Phasha Project,
Boikgantsho Project and Kwanda Project pursuant to the acquisition by Plateau of 51% of the shares in, and claims on shareholders loan account against, Bokoni Holdco (which, following implementation of the transaction, owns 100% of Bokoni Mine, and
100% of Ga-Phasha, Boikgantsho and Kwanda, for an aggregate cash consideration of $263.4 million (ZAR2.6 billion). The transaction was also previously known as the Lebowa Transaction.
|                                 | 
|Bokoni Transaction Agreements    |  | The Boikgantsho Sale of Rights Agreement, the Kwanda Sale of Rights Agreement, the Plateau Sale of Boikgantsho Shares and Claims Agreement, the Plateau Sale of
Kwanda Shares Agreement, the Plateau Sale of Ga-Phasha Shares and Claims Agreement, the Holdco Sale of Shares Agreement, the Holdco Shareholders Agreement and the Phase 3 Implementation Agreement, and any amendments to such agreements,
collectively.                                                                                                                                                                                 
|                                 | 
|Bokoni Group                     |  | Bokoni Holdco and all of its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 | 
|CAD                              |  | Canadian Dollar or dollars or $, the currency of Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 | 
|Common Shares                    |  | Common shares without par value in the capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                 | 
|Debt Refinancing Transactions    |  | As set forth under Restructure Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 | 
|Disinterested Shareholders       |  | In respect of any resolution, all Shareholders except those Shareholders that have an interest in that resolution and in the case of the resolutions to approve
the Asset Sale and the Debt Refinancing Transactions excludes Anglo America Platinum and RPM.                                                                                                                                                                                                                                                                                                                                             



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|                               |  |                                                                                                                                                                                                                                                                                                     
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DMR                            |  | The Government of South Africa acting through the Minister of Mineral Resources and the Department of Mineral Resources and their respective successors and
delegates.                                                                                                                              
|                               | 
|Eastern Ga-Phasha Project      |  | The Eastern section of the Ga-Phasha Project, comprising the farms Paschaskraal and De Kamp, which were sold and transferred to RPM on December 13,
2013                                                                                                                                            
|                               | 
|EDGAR 
Elemental Symbols       |  | Electronic Document Gathering and Retrieval System
 Pt  Platinum; Pd  Palladium; Au  Gold; Ag
 Silver; Cu  Copper; Cr  Chromium; Ni  Nickel; Pb  Lead; Rh  Rhodium; Ru  Ruthenium.                                                                                                        
|                               | 
|EBIT                           |  | Earnings before interest and taxes                                                                                                                                                                                                                                                                  
|                               | 
|Fair value                     |  | The fair value of a loan represents the fair value difference between the Companys cost of borrowing when compared to a market related cost of borrowing
available to the Company                                                                                                                  
|                               | 
|Farm 
Fiscal                   |  | A term commonly used in South Africa to describe the area of a mineral interest.
 Year-ending December 31, of the calendar year                                                                                                                                                                     
|                               | 
|GAAP                           |  | General Accepted Accounting Policies                                                                                                                                                                                                                                                                
|                               | 
|Ga-Phasha Project              |  | The Ga-Phasha PGM project, located on the Eastern Limb of the Bushveld Complex in South Africa, on the Paschaskraal, Klipfontein, Avoca and De Kamp
farms.                                                                                                                                          
|                               | 
|Ga-Phasha /GPM                 |  | Ga-Phasha Platinum Mine Proprietary Limited, a private company incorporated under the laws of South Africa which, as of July 1, 2009, is a wholly owned
subsidiary of Holdco and which owns the Ga-Phasha Project.                                                                                  
|                               | 
|Ga-Phasha Asset Sale Agreement |  | The sale of a portion of a mining right agreement dated March 27, 2013 between RPM and Ga-Phasha pursuant to which RPM purchased and Ga-Phasha sold the Eastern
section of the Ga-Phasha Project, comprised of Paschaskraal and De Kamp farms on December 13, 2013.                                 
|                               | 
|Ga-Phasha Mining Right         |  | The converted mining right granted to Ga-Phasha over the area comprising the farms Avoca, De Kamp, Klipfontein and Paschaskraal                                                                                                                                                                     
|                               | 
|Ga-Phasha Sale Assets          |  | The portion of the Ga-Phasha Mining Right relating to the Eastern section of the Ga-Phasha Project, comprising the Paschaskraal and De Kamp farms.                                                                                                                                                  
|                               | 
|HDP                            |  | A historically disadvantaged person as contemplated in the Mineral Development Act, being a person who was discriminated against under the Apartheid
system, and includes certain trusts and companies in which such persons have interests, as contemplated in the Holdco Shareholders Agreement.
|                               | 
|HDSI                           |  | Hunter Dickinson Services Inc., a corporation incorporated under the laws of Canada.                                                                                                                                                                                                                
|                               | 
|HIV/AIDS                       |  | Human immunodeficiency virus infection / acquired immunodeficiency syndrome (HIV/AIDS) is a disease of the human immune system caused by infection with human
immunodeficiency virus (HIV).                                                                                                         
|                               | 
|Holdco Shareholders Agreement  |  | The Shareholders Agreement entered into between Plateau, RPM and Bokoni Holdco, dated March 28, 2008, as amended on May 6, 2009, and amended on March 27,
2013; to govern the relationship between Plateau and RPM as shareholders of Holdco.                                                      
|                               | 
|IASB 
IFRS                     |  | International Accounting Standards Board.
 International Financial Reporting Standards as issued by the
IASB.                                                                                                                                                                                       
|                               | 
|Implementation Agreement       |  | The implementation agreement dated March 27, 2013 entered into between Atlatsa, N1C Resources, Inc. N2C Resources Inc., RPM, Plateau, Bokoni Holdco and Bokoni
Mine relating to the implementation of the closing of the Restructure Plan, including all condition precedents thereto.              



7



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##### Table of Contents

|                                 |  |                                                                                                                                                                                                                                                                                     
|-------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Initial Period                   |  | The date on which Plateau has repaid its debt to RPM pursuant to the Revised Funding Agreements (the New Senior Facilities Agreement), in full; in relation to
the Holdco Shareholders Agreement, as signed on March 27, 2013.                                                      
|                                 | 
|Interim Implementation Agreement |  | The amendment and interim implementation agreement entered into between Atlatsa, N1C Resources Inc., N2C Resources Inc., RPM, Plateau, Bokoni Holdco and Bokoni
Mine relating to Phase One of the Restructure Plan.                                                                 
|                                 | 
|Intermediaries                   |  | Brokers, investment firms, cleaning houses and similar entities that own and hold Common Shares on behalf of Beneficial Shareholders.                                                                                                                                               
|                                 | 
|JIBAR                            |  | Johannesburg Interbank Agreed Rate.                                                                                                                                                                                                                                                 
|                                 | 
|JSE                              |  | JSE Limited, a company incorporated in accordance with the laws of South Africa, licensed as an exchange under the South African Securities Services Act,
2004.                                                                                                                     
|                                 | 
|Ktp                              |  | Kilo tonnes per month.                                                                                                                                                                                                                                                              
|                                 | 
|Kwanda Project                   |  | The Kwanda PGM Project, located on the Northern Limb of the Bushveld Complex in South Africa, on 12 farms.                                                                                                                                                                          
|                                 | 
|Kwanda                           |  | Kwanda Platinum Mine Proprietary Limited, a private company incorporated under the laws of South Africa which, as of July 1, 2009, is a wholly owned subsidiary
of Holdco and owns the Kwanda Project.                                                                              
|                                 | 
|LTIFR                            |  | Lost Time Injury Frequency Rate                                                                                                                                                                                                                                                     
|                                 | 
|Minxcon                          |  | Minxcon Proprietary Limited, a private company incorporated under the laws of South Africa.                                                                                                                                                                                         
|                                 | 
|MD&A                             |  | Managements Discussion and Analysis                                                                                                                                                                                                                                                
|                                 | 
|MPH                              |  | Middlepunt Hill                                                                                                                                                                                                                                                                     
|                                 | 
|MPRDA                            |  | The Mineral and Petroleum Resources Development Act, 2002 (South Africa) or MPRDA                                                                                                                                                                                                 
|                                 | 
|Mining Charter                   |  | The Broad Based Socio-Economic Empowerment Charter for the South African mining industry, signed by the DMR, the South African Chamber of Mines and others on
October 11, 2002.                                                                                                     
|                                 | 
|N1C                              |  | N1C Resources Inc., a wholly owned subsidiary of Atlatsa incorporated on December 2, 1999 under the laws of the Cayman Islands.                                                                                                                                                     
|                                 | 
|N2C                              |  | N2C Resources Inc., a wholly owned indirect subsidiary of Atlatsa incorporated on December 2, 1999 under the laws of the Cayman Islands.                                                                                                                                            
|                                 | 
|NI 43-101                        |  | Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects                                                                                                                                                                                                    
|                                 | 
|New Senior Facilities Agreement  |  | The new senior term loan and revolving facility agreement dated March 27, 2013 between Plateau and RPM, pursuant to which RPM made available to Plateau on
December 13, 2013 a senior term loan and revolving facility in a total amount of up to ZAR 2.3 billion ($233 million).   
|                                 | 
|New Share Issue                  |  | The issuance by Atlatsa to Anglo American Platinum of 125,000 Common Shares to settle ZAR 750 million ($76.0 million) of the outstanding debt owed by Atlatsa to
Anglo American Platinum under the New Senior Facilities Agreement which such shares were issued on January 31, 2014
|                                 | 
|NYSE MKT                         |  | NYSE MKT LLC, formerly the NYSE Amex Equities.                                                                                                                                                                                                                                      
|                                 | 
|OCSF                             |  | Operating Cash Flow Shortfall Facility.                                                                                                                                                                                                                                             
|                                 | 
|Open Cast                        |  | Klipfontein open cast project                                                                                                                                                                                                                                                       



8



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##### Table of Contents

|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Pelawan Lock-Up Amendments     |  | The amendment agreement entered into between Atlatsa, Plateau and Atlatsa Holdings pursuant to which Atlatsa Holdings has agreed, subject to the completion of
the Restructure Plan, to an extension of its lock-up undertakings contained in the Pelawan Shareholders Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                               | 
|Pelawan Shareholders Agreement |  | The shareholders agreement between Atlatsa, Plateau, the Pelawan Trust and Atlatsa Holdings dated June 12, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               | 
|Pelawan SPV                    |  | The Pelawan Finance SPV Proprietary Limited, a special purpose vehicle established by, and wholly-owned subsidiary of, Atlatsa Holdings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               | 
|Pelawan Trust                  |  | The independent South African trust established in accordance with a trust deed dated September 2, 2004, the trustees of which are Andre Visser, Tumelo Motsisi
and Asna Chris Harold Motaung.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                               | 
|PGM                            |  | Platinum group metals, comprising platinum, palladium, rhodium, ruthenium, osmium and iridium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                               | 
|Phase One: Restructure Plan    |  | On September 28, 2012 the Company and Anglo American Platinum announced the completion of the first phase (Phase One) of the restructure plan for
the refinancing, recapitalization and restructure of the Company and the Bokoni Group (the Restructure Plan). In Phase One of the Restructure Plan, the Senior Term Loan Facilities Agreement dated June 12, 2009, as amended and assumed by
RPM, between, inter alia, Plateau, as borrower, and RPM, as lender (the 2009 Senior Debt Facility), was amended to increase the total amount available, and this additional amount was utilized to repay the amounts owed to RPM under the
OCSF and to redeem the existing A Preference Share Facility. These transactions resulted in all outstanding debt owing to RPM as at that date being consolidated into one single facility on terms and conditions agreed between the
parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                               | 
|Phase Two: Restructure Plan    |  | On December 13, 2013 the following part of Phase Two of the Restructure Plan was implemented;
    the sale and
transfer of the Companys interest in the Boikgantsho Project and the Eastern section of the Ga-Phasha Project to RPM for a net consideration of $172.2 million (ZAR1,700.0 million);
    the purchase
consideration payable for the sale of the Boikgantsho Project was paid to the Company on December 13, 2013, excluding an amount of $2.9 million (ZAR29.0 million) in respect of the Boikgantsho Project information which is payable on the date of
execution of the notarial deed of extension of the RPM Mining Right to include the Boikgantsho Prospecting Rights. The proceeds were used to reduce the outstanding debt to RPM; 
   RPM subscribed for additional shares in Bokoni Holdco to the value of $196.5 million
(ZAR1,939.4 million). Bokoni Holdco utilised these funds to repay the debt outstanding between Bokoni Holdco and RPM of $196.5 million (ZAR1,939.4 million); 
   The 2009 Senior Debt Facility was repaid in full (refer to Section 3.6 Financing of
the Bokoni Transaction - under the sub-heading 3.6.2 2009 Senior Debt Facility) and the New Senior Facilities Agreement between Plateau and RPM as signed on March 27, 2013 was made effective. The amount available under
the New Senior Facilities Agreement is $233.0 million (ZAR2,300.0 million) of which $225.5 million (ZAR 2,225.7 million), including interest was utilized by year-end. Refer to ITEM 4, Section 3.9 - the Restructure Plan under the
sub-heading 3.9.1. New Senior Facilities Agreement; 
   Plateau also entered into the Working Capital Facility of $9.1 million (ZAR90 million)
available to fund Atlatsas corporate and administrative expenses through to the end of 2015 of which $3.0 million (ZAR30 million) was utilised at year-end. Refer to ITEM 4, Section 3.9 - the Restructure Plan under the
sub-heading 3.9.2 Working Capital Facility; and 
   the Concentrate Agreement (as described in Section 1.7  Operations  1.7.1. Bokoni
Mine, under the sub-heading Sale of Concentrate) was extended until 2020.



9



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##### Table of Contents

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  | In January 2014, the Restructure Plan was finalized by completing the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                           | 
|                           |  |    Pelawan SPV converted all of its B Preference Shares in Plateau
into 227.4 million common shares in the Company on January 14, 2014; RPM in turn converted its B Preference shares in Pelawan SPV for 115.8 million of the 227.4 million Atlatsa shares;
    RPM subscribed for 125
million common shares of the Company on January 31, 2014, for $76.0 million (ZAR750 million), which proceeds was used to repay a portion of the Plateaus outstanding debt to RPM;
    The above subscription
reduced the New Senior Facilities Agreement limit to $157.0 million (ZAR1,550 million); and 
   Atlatsa Holdings, the Companys majority shareholder acquired the 115.8 million Atlatsa
common shares that RPM received on conversion of the B1 Preference Shares from RPM on a vendor financed basis for $46.9 million (ZAR463 million).
|                           | 
|Plateau                    |  | Plateau Resources Proprietary Limited, a private company incorporated under the laws of South Africa, being an indirect wholly owned subsidiary of
Atlatsa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                           | 
|Platreef Properties        |  | The Platreef PGM properties located on the Northern Limb of the Bushveld Complex in South Africa, which includes the Kwanda, Boikgantsho and Rietfontein
projects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                           | 
|Registered Shareholder     |  | A Shareholder whose name appears on Atlatsas central security register as a registered holder of Common Shares as of the Record Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                           | 
|Restructure Plan           |  | The Asset Sale and the Debt Refinancing Transactions. Refer to ITEM 4, Section 3.9 - the Restructure Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                           | 
|Related Party Transactions |  | The Asset Sale and the Debt Refinancing Transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                           | 
|Royalty Act                |  | The Mineral and Petroleum Resources Royalty Act, Act No 28 of 2008, in relation to royalties to be levied by the South African state in respect of the transfer
of mineral or petroleum resources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                           | 
|RPM 
SARB                  |  | Rustenburg Platinum Mines Limited, a public company incorporated under the laws of South Africa, being a wholly owned
subsidiary of Anglo American Platinum.  South African
Reserve Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                           | 
|SEC                        |  | U.S. Securities and Exchange Commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                           | 
|SEDAR                      |  | System for Electronic Document Analysis and Retrieval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                           | 
|SLP                        |  | Social Labour Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                           | 
|South Africa               |  | The Republic of South Africa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                           | 
|tpm                        |  | tonnes per month                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                           | 
|US                         |  | United States of America or United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                           | 
|USD                        |  | US Dollar, the currency of the United States of America                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                           | 
|TSX 
TSX-V                 |  | Toronto Stock Exchange 
TSX Venture Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                           | 
|Transition date            |  | The Companys transition date for converting to IFRS, which was January 1, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                           | 
|Western Ga-Phasha Project  |  | The Western section of the Ga-Phasha Project, comprising the Klipfontein and Avoca mineral properties, which were consolidated with the Bokoni Mines
activities on December 13, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                           | 
|Working Capital Facility   |  | On December 13, 2013, Plateau and RPM entered into a Working Capital Facility whereby RPM agreed to make a maximum of $3.0 million (ZAR30 million) per year
available to Atlatsa                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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##### Table of Contents

|    |  |                                                                                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | during each of 2013, 2014 and 2015 for an aggregate facility of $9.1 million (ZAR90 million), including capitalised interest to fund Atlatsas corporate
and administrative expenses through to 2015. Refer to ITEM 4, Section 3.9 - the Restructure Plan under the sub-heading 3.9.2 Working Capital Facility.
|    | 
|ZAR |  | South African Rand, the currency of South Africa.                                                                                                                                                                                                                                                                  



11



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##### Table of Contents

Geological/Exploration Terms



|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4E grade             |  | The 4E grade is the sum of the grade of Pt, Pd, Rh and Au.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                     | 
|Chromitite           |  | An igneous rock composed mostly of the mineral chromite and found in ultramafic to mafic layered intrusions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | 
|Feldspar             |  | A group of abundant rock-forming minerals, the most widespread of any mineral group and constituting 60% of the earths crust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                     | 
|Feldspathic          |  | Containing feldspar as a principal ingredient.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                     | 
|Gabbro               |  | Course grained mafic igneous rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     | 
|Lithology            |  | Rock composition and structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                     | 
|Mafic                |  | Composed of dark ferromagnesian minerals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                     | 
|Mineral Deposit      |  | A deposit of mineralization that may or may not be ore. Under SEC rules, a mineral reserves or ore is determined by a full feasibility study, and mineralization
may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally extracted or produced at the time the reserve determination is made. Under Canadian rules, mineral
reserves may be determined by a preliminary feasibility study.                                                                                                                                                                                
|                     | 
|Mineralized Material |  | A mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of
metals to warrant further exploration. Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility. Mineralization
classified as inferred, is a classification that is acceptable under Canadian regulations (refer to Resource Category (Classification) Definitions below) but cannot be used in a feasibility study and is not recognized
by the SEC.
|                     | 
|Norite               |  | A coarse-grained plutonic rock in which the chief constituent is basic plagioclase feldspar (labradorite) and the dominant mafic mineral is orthopyroxene
(hypersthene).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                     | 
|Pyroxenite           |  | A medium or coarse-grained rock consisting essentially of pyroxene, a common rock forming mineral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     | 
|SAMREC Code          |  | South African Code for Reporting of Mineral Resources and Mineral Reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                     | 
|Technical Report     |  | Means a report prepared and filed in accordance with National Instrument 43-101 on the Companys profile with the Canadian Security Administrators on SEDAR
at www.sedar.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



12



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##### Table of Contents

Resource Category (Classification) Definitions



|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mineral Reserve  |  | Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) states that the terms mineral
reserve, proven mineral reserve and probable mineral reserve have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum as the CIM Definition Standards on Mineral Resources
and Mineral Reserves adopted by CIM Council, as amended (CIM Standards). CIM Standards defines a Mineral Reserve as the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a
preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, and economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A
Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
|                 | 
|                 |  | Mineral reserves are subdivided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a
lower level of confidence than a Proven Mineral Reserve.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                 | 
|                 |  | (1) A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                 | 
|                 |  | (2) A Probable Mineral Reserve is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource
demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction
can be justified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                 | 
|                 |  | Industry Guide 7  Description of Property by Issuers Engaged or to be Engaged in Significant Mining
Operations (Industry Guide 7) of the SEC defines a reserve as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
 Refer to Cautionary Note to U.S.
Investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                 | 
|Mineral Resource |  | NI 43-101 states that the terms mineral resource, inferred mineral resource, indicated mineral resource and measured
mineral resource have the meanings ascribed in those terms by CIM Standards. CIM Standards defines a Mineral Resource as a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid
fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earths crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The
location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.                                                                                                                                                                         
|                 | 
|                 |  | Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource
has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral
Resource.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                 | 
|                 |  | (1) Measured Mineral Resource.A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality,
densities, shape and other physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and
evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and
drill holes that are spaced closely enough to confirm both geological and grade continuity.                                                                                                                                                                                                                      



13



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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (2) Indicated Mineral Resource. An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality,
densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for
geological and grade continuity to be reasonably assumed. Mineralization may be classified as an Indicated Mineral Resource by the qualified person, as such term is defined in NI 43-101 (QP), when the nature, quality, quantity and
distribution of data are such as to allow confident interpretation of the geological framework and to reasonably assume the continuity of mineralization. An Indicated Mineral Resource estimate is of sufficient quality to support a Preliminary
Feasibility Study which can serve as the basis for major development decisions.
| | 
| |  | (3) Inferred Mineral Resource.An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality
can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques
from locations such as outcrops, trenches, pits, workings and drill holes. Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an Inferred Mineral Resource will be upgraded to an
Indicated or Measured Mineral Resource as a result of continued exploration. Confidence in the estimate is insufficient to allow the meaningful application of technical and economic parameters or to enable an evaluation of economic viability worthy
of public disclosure. Inferred Mineral Resources must be excluded from estimates forming the basis of feasibility or other economic studies.                                                                                                                                                                   
| | 
| |  | Mineralization or other natural material of economic interest may be classified as a Measured Mineral Resource by the QP when the nature, quality, quantity and
distribution of data are such that the tonnage and grade of the mineralization can be estimated to within close limits and that variation from the estimate would not significantly affect potential economic viability. This category requires a high
level of confidence in, and understanding of, the geology and controls of the mineral deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 
| |  | Industry Guide 7 does not define or recognize resources. As used in this Annual Report, mineral resources are as defined in NI 43-101. Refer to
Cautionary Note to U.S. Investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



14



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##### Table of Contents

Currency and Measurement

All currency amounts in this Annual Report are stated in Canadian dollars unless otherwise indicated. Refer to ITEM 3  Key
Information.

Conversion of metric units into imperial equivalents is as follows:



|             |  |             |       |  |                |                           
|------------ |  | ----------- | ----- |  | -------------- | --------------------------
|Metric Units |  | Multiply by |       |  | Imperial Units
|hectares     |  |             | 2.471 |  |                | = acres                   
|meters       |  |             | 3.281 |  |                | = feet                    
|kilometres   |  |             | 0.621 |  |                | = miles (5,280 feet)      
|grams        |  |             | 0.032 |  |                | = ounces (troy)           
|tonnes       |  |             | 1.102 |  |                | = tons (short) (2,000 lbs)
|grams/tonne  |  |             | 0.029 |  |                | = ounces (troy)/ton       



15



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##### Table of Contents

PART I



|ITEM 1 | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------ | -----------------------------------------------------

Not applicable.



16



---

##### Table of Contents

|ITEM 2 | OFFER STATISTICS AND EXPECTED TIMETABLE
|------ | ---------------------------------------

Not applicable.



17



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##### Table of Contents

|ITEM 3 | KEY INFORMATION
|------ | ---------------



| | 3.A. | Selected Financial Data
| | ---- | -----------------------

The following selected consolidated financial data should be read in conjunction with ITEM 5  Operating and Financial Review and
Prospectsand the audited consolidated financial statements, the accompanying notes and other financial information included elsewhere in this Annual Report.

The selected consolidated financial data set forth below for the years ended as at December 31, 2013 and 2012 and for each of the years
in the three-year period ended December 31, 2013 have been derived from the Companys audited consolidated financial statements included in ITEM 18 of this Annual Report.

Selected consolidated financial data as at December 31, 2011, 2010 and 2009 and for each of the years ended December 31, 2011, 2010
and 2009 have been derived from the Companys previously filed audited consolidated financial statements not included in this document.

The selected consolidated financial data as at December 31, 2013 and 2012 and for each of the years in the three-year period ended
December 31, 2013 should be read in conjunction with, and are qualified in their entirety by reference to, the Companys audited consolidated financial statements included in ITEM 18.

The audited consolidated financial statements from which the following financial data have been derived were prepared in accordance with
International Financial Reporting Standards (IFRS).



|                                                                   |  |                                                             |             |  |                   |  |             |  
|------------------------------------------------------------------ |  | ----------------------------------------------------------- | ----------- |  | ----------------- |  | ----------- | -
|                                                                   |  | Year ended                                                  |            
|                                                                   |  | December 31, 2013                                           |             |  | December 31, 2012 | 
|                                                                   |  | (CAD in thousands)                                          |            
|                                                                   |  | (Except per share info and weightedaverage shares in issue) |            
|Consolidated statement of comprehensive profit/(loss) information: |  |                                                             |             |  |                   |  |             |  
|Revenue                                                            |  |                                                             | 195,621     |  |                   |  | 117,557     |  
|Operating profit /(loss)                                           |  |                                                             | 159,785     |  |                   |  | (2,548      | )
|Net profit /(loss)                                                 |  |                                                             | 99,869      |  |                   |  | (95,567     | )
|Profit /(loss) attributable to owners of Atlatsa                   |  |                                                             | 199,492     |  |                   |  | (18,718     | )
|                                                                   |  |                                                            
|Statement of financial position data (as at year end):             |  |                                                             |             |  |                   |  |             |  
|Total assets                                                       |  |                                                             | 773,629     |  |                   |  | 814,065     |  
|Total equity                                                       |  |                                                             | 379,114     |  |                   |  | 205,257     |  
|Share capital                                                      |  |                                                             | 71,967      |  |                   |  | 71,967      |  
|                                                                   |  |                                                            
|Per share information (CAD cents)                                  |  |                                                             |             |  |                   |  |             |  
|Basic profit / (loss) per share                                    |  |                                                             | 47 cents    |  |                   |  | (4 cents    | )
|Diluted profit / (loss) per share                                  |  |                                                             | 46 cents    |  |                   |  | (4 cents    | )
|                                                                   |  |                                                            
|Weighted average shares in issue (number):                         |  |                                                             |             |  |                   |  |             |  
|Average shares outstanding  basic                                 |  |                                                             | 426,290,432 |  |                   |  | 424,791,411 |  
|Average shares outstanding  diluted                               |  |                                                             | 429,288,473 |  |                   |  | 424,791,411 |  

No dividends have been declared for any of the periods above.



18



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##### Table of Contents

|                                                          |  |                                                             |             |   |                  |  |             |                  |  |  |             |  
|--------------------------------------------------------- |  | ----------------------------------------------------------- | ----------- | - | ---------------- |  | ----------- | ---------------- |  |  | ----------- | -
|                                                          |  | Year ended                                                  |            
|                                                          |  | December 31,2011                                            |             |   | December 31,2010 |  |             | December 31,2009 | 
|                                                          |  | (CAD in thousands)                                          |            
|                                                          |  | (Except per share info and weighted average sharesin issue) |            
|Consolidated statement of comprehensive loss information: |  |                                                             |             |   |                  |  |             |                  |  |  |             |  
|Revenue                                                   |  |                                                             | 144,407     |   |                  |  | 148,287     |                  |  |  | 62,628      |  
|Operating loss                                            |  |                                                             | (89,233     | ) |                  |  | (44,541     | )                |  |  | (39,383     | )
|Net loss                                                  |  |                                                             | (147,865    | ) |                  |  | (93,659     | )                |  |  | (51,781     | )
|Loss attributable to owners of Atlatsa                    |  |                                                             | (81,929     | ) |                  |  | (51,721     | )                |  |  | (35,532     | )
|                                                          |  |                                                             |            
|Statement of financial position data (as at year end):    |  |                                                             |             |   |                  |  |             |                  |  |  |             |  
|Total assets                                              |  |                                                             | 893,009     |   |                  |  | 1,092,106   |                  |  |  | 1,014,215   |  
|Total equity                                              |  |                                                             | (28,085     | ) |                  |  | 121,366     |                  |  |  | 209,508     |  
|Share capital                                             |  |                                                             | 71,967      |   |                  |  | 71,853      |                  |  |  | 71,713      |  
|                                                          |  |                                                             |            
|Per share information (CAD cents)                         |  |                                                             |             |   |                  |  |             |                  |  |  |             |  
|Basic loss per share                                      |  |                                                             | 19 cents    |   |                  |  | 12 cents    |                  |  |  | 12 cents    |  
|Diluted loss per share                                    |  |                                                             | 19 cents    |   |                  |  | 12 cents    |                  |  |  | 12 cents    |  
|                                                          |  |                                                             |            
|Weighted average shares in issue (number):                |  |                                                             |             |   |                  |  |             |                  |  |  |             |  
|Average shares outstanding  basic                        |  |                                                             | 424,783,603 |   |                  |  | 424,665,314 |                  |  |  | 305,971,455 |  
|Average shares outstanding  diluted                      |  |                                                             | 424,783,603 |   |                  |  | 424,665,314 |                  |  |  | 305,971,455 |  

No dividends have been declared for any of the periods above.

Exchange rate information

The following
table sets forth, for the U.S. dollars, expressed in Canadian dollars, (i) the average of the exchange rates in effect during each period, and (ii) the high and low exchange rates during each period.



|                                                                                                                |  |         |      |  |      |  |      |     |  |  |      | 
|--------------------------------------------------------------------------------------------------------------- |  | ------- | ---- |  | ---- |  | ---- | --- |  |  | ---- | 
|The U.S. dollar expressed in Canadian dollars for the year ended December 31, or the
respective month (1)(2)(3) |  | Average |      |  | High |  |      | Low | 
|2009                                                                                                            |  |         | 1.15 |  |      |  | 1.31 |     |  |  | 1.03 | 
|2010                                                                                                            |  |         | 1.03 |  |      |  | 1.08 |     |  |  | 0.99 | 
|2011                                                                                                            |  |         | 0.99 |  |      |  | 1.06 |     |  |  | 0.94 | 
|2012                                                                                                            |  |         | 1.00 |  |      |  | 1.04 |     |  |  | 0.97 | 
|2013                                                                                                            |  |         | 1.03 |  |      |  | 1.07 |     |  |  | 0.99 | 
|September 2013                                                                                                  |  |         | 1.03 |  |      |  | 1.05 |     |  |  | 1.02 | 
|October 2013                                                                                                    |  |         | 1.04 |  |      |  | 1.05 |     |  |  |      | 
|November 2013                                                                                                   |  |         | 1.05 |  |      |  | 1.06 |     |  |  | 1.04 | 
|December 2013                                                                                                   |  |         | 1.06 |  |      |  | 1.07 |     |  |  | 1.06 | 
|January 2014                                                                                                    |  |         | 1.09 |  |      |  | 1.12 |     |  |  | 1.06 | 
|February 2014                                                                                                   |  |         | 1.11 |  |      |  | 1.12 |     |  |  | 1.10 | 



|(1) | The average exchange rate for each full year is calculated using the average exchange rate on each day during the year. The average exchange rate
for each month is calculated using the average of the daily exchange rates during the month.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on noon buying rates as published by the Bank of Canada.
|--- | --------------------------------------------------------------

|(3) | The average rates for Fiscal 2013, as well as monthly data until February 2014 have been calculated with information up to February 28, 2014.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



19



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##### Table of Contents

The following table sets forth, for ZAR, expressed in Canadian dollars, (i) the average of
the exchange rates in effect during each period, and (ii) high and low exchange rates during each period.



|                                                                                                 |  |         |       |  |      |  |       |     |  |  |       | 
|------------------------------------------------------------------------------------------------ |  | ------- | ----- |  | ---- |  | ----- | --- |  |  | ----- | 
|ZAR expressed in Canadian dollars for the year ended December 31, or the respective
month (1)(2) |  | Average |       |  | High |  |       | Low | 
|2009                                                                                             |  |         | 0.136 |  |      |  | 0.150 |     |  |  | 0.120 | 
|2010                                                                                             |  |         | 0.141 |  |      |  | 0.151 |     |  |  | 0.133 | 
|2011                                                                                             |  |         | 0.137 |  |      |  | 0.149 |     |  |  | 0.123 | 
|2012                                                                                             |  |         | 0.122 |  |      |  | 0.132 |     |  |  | 0.111 | 
|2013                                                                                             |  |         | 0.107 |  |      |  | 0.116 |     |  |  | 0.100 | 
|September 2013                                                                                   |  |         | 0.104 |  |      |  | 0.106 |     |  |  | 0.102 | 
|October 2013                                                                                     |  |         | 0.105 |  |      |  | 0.107 |     |  |  | 0.102 | 
|November 2013                                                                                    |  |         | 0.103 |  |      |  | 0.105 |     |  |  | 0.101 | 
|December 2013                                                                                    |  |         | 0.103 |  |      |  | 0.104 |     |  |  | 0.101 | 
|January 2014                                                                                     |  |         | 0.101 |  |      |  | 0.102 |     |  |  | 0.099 | 
|February 2014                                                                                    |  |         | 0.101 |  |      |  | 0.114 |     |  |  | 0.095 | 



|(1) | The average exchange rate for each full year is calculated using the average exchange rate on each day during the year. The average exchange rate
for each month is calculated using the average of the daily exchange rates during the month.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on noon buying rates as published by the Bank of Canada.
|--- | --------------------------------------------------------------

|(3) | The average rates for Fiscal 2013, as well as monthly data until February 2014 have been calculated with information up to February 28, 2014.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                             |  |         |       |  |      |  |       |     |  |  |       | 
|-------------------------------------------------------------------------------------------- |  | ------- | ----- |  | ---- |  | ----- | --- |  |  | ----- | 
|ZAR expressed in U.S. dollars for the year ended December 31, or the respective
month (1)(2) |  | Average |       |  | High |  |       | Low | 
|2009                                                                                         |  |         | 0.156 |  |      |  | 0.138 |     |  |  | 0.094 | 
|2010                                                                                         |  |         | 0.137 |  |      |  | 0.152 |     |  |  | 0.125 | 
|2011                                                                                         |  |         | 0.138 |  |      |  | 0.152 |     |  |  | 0.117 | 
|2012                                                                                         |  |         | 0.122 |  |      |  | 0.134 |     |  |  | 0.111 | 
|2013                                                                                         |  |         | 0.104 |  |      |  | 0.118 |     |  |  | 0.095 | 
|September 2013                                                                               |  |         | 0.100 |  |      |  | 0.103 |     |  |  | 0.097 | 
|October 2013                                                                                 |  |         | 0.101 |  |      |  | 0.103 |     |  |  | 0.099 | 
|November 2013                                                                                |  |         | 0.098 |  |      |  | 0.099 |     |  |  | 0.096 | 
|December 2013                                                                                |  |         | 0.096 |  |      |  | 0.097 |     |  |  | 0.095 | 
|January 2014                                                                                 |  |         | 0.092 |  |      |  | 0.094 |     |  |  | 0.089 | 
|February 2014                                                                                |  |         | 0.091 |  |      |  | 0.093 |     |  |  | 0.089 | 



|(1) | The average exchange rate for each full year is calculated using the average exchange rate on each day during the year. The average exchange rate
for each month is calculated using the average of the daily exchange rates during the month.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on noon buying rates as published by the Bank of Canada.
|--- | --------------------------------------------------------------

|(3) | The average rates for Fiscal 2013, as well as monthly data until February have been calculated with information up to February 28, 2014.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



| | 3.B. | Capitalization and Indebtedness
| | ---- | -------------------------------

Not applicable.



| | 3.C. | Reasons for the Offer and Use of Proceeds
| | ---- | -----------------------------------------

Not applicable.



20



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##### Table of Contents

| | 3.D. | Risk Factors
| | ---- | ------------

Investment in mining companies such as Atlatsa is highly speculative and subject to numerous and substantial risks.

The Company faces risks in executing its business plan and achieving revenues. The following risks are the known, material risks that the
Company faces. If any of these risks occur, the Companys business, operating results, cash flows and financial condition could be seriously harmed and, under certain circumstances, the Company may not be able to continue business operations as
a going concern. Additional risks not currently known to the Company or that the Company currently deems immaterial may also materially and adversely affect the Companys business, operating results, cash flows and financial condition.

In addition to the risks described below, refer toCautionary Note to Readers Concerning Technical Review of Bokoni Mine and the
Western Ga-Phasha Project, for a discussion of the principal risks and uncertainties which, in managements opinion, are likely to most directly affect the conclusions of the technical review of each of the Bokoni Mine.

Industry Risks

Bokoni
Mines operations and profits continue to run the risk of being adversely affected by union activity and new and existing labour laws

There has been and continues to be an increase in union activity in South Africa and, in recent years, there have been new labour laws
introduced or amendments to existing labour laws that impose additional obligations or grant additional rights to workers, thereby increasing compliance and other costs. In Fiscal 2012, labour unrest had a material adverse impact on Bokoni
Mines operations, production and financial performance. The occurrence of any such events in the future could have further negative impacts upon financial performance and condition.

Greater union activity, including the entry of rival unions, has resulted in more frequent industrial disputes, including violent protests and
clashes with police authorities, and has impacted labour negotiations. In the second half of Fiscal 2012, there was heightened labour unrest in the South African Mining industry. A number of unions in various industries have threatened to or have
recently gone on strike, causing work stoppages and production losses. As a result, South Africas sovereign debt credit rating, along with the credit ratings of a number of the countrys leading mining companies was downgraded
(Moodys on September 27, 2012 to Baa1 and Standard and Poor on October 12, 2012 to BBB).

In the event that Bokoni Mines
experiences strikes or work stoppages, delays, sabotage, go-slow actions, lower productivity levels than envisaged or any other industrial relations related interruptions or increased employment related costs due to union or employee activity, these
may have a material adverse effect on it business, production levels, production targets, results of operations, financial condition and reputation and future prospects. In addition lower levels of mining activity can have a longer term impact on
production levels and operating costs, particularly since mining conditions can deteriorate during extended periods without production.

Refer to 3.10 - Illegal Strike Action at Bokoni Mine.

Cost of compliance with, or changes in, current and future governmental regulations may have a material adverse effect on the
Companys business, operating results, cash flows and financial condition

The exploration and mining activities of Atlatsa
are subject to various South African national, provincial and local laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. Exploration activities and
mining are also subject to various national, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of certain air and water quality standards, and land
reclamation. These laws also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. No assurance can be given that new rules and regulations will not be enacted or that existing rules and
regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration, mining and milling or more stringent implementation
thereof could have a material adverse effect on Atlatsas business, results of operation and financial condition.

The Mineral and
Petroleum Resources Development Act, 2002 (South Africa) (MPRDA), was enacted by the South African Government that deals with the states policy towards the future of ownership of minerals rights and the procedures for conducting
mining transactions in South Africa. The MPRDA came into effect in May 2004.



21



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In December 2012, proposed amendments were made to the MPRDA and the Company continues to
evaluate any potential impact, these proposed amendments may have on its business. In 2014, Social Labour Plans (SLP) are to be measured as part of compliance with MPRDA.

Metal price volatility may render continued commercial production at the Bokoni Mine uneconomic

Atlatsas business is strongly affected by the world market price of PGM. PGM prices can be subject to volatile price movements, which
can be material and can occur over short periods of time and are affected by numerous factors, all of which are beyond Atlatsas control. Industry factors that may affect PGM prices are as follows: the demand in the automotive sectors;
industrial and jewellery demand; central bank lending, sales and purchases of PGM; speculative trading; and costs of and levels of global PGM production by producers of PGM. PGM prices may also be affected by macroeconomic factors, including:
expectations of the future rate of inflation; the strength of, and confidence in, the U.S. dollar, the currency in which the price of PGM is generally quoted, and other currencies; interest rates; and global or regional, political or economic
uncertainties.

In the future, if PGM market prices were to drop and the prices realized by Atlatsa on PGM sales were to decrease
significantly and remain at such a level for any substantial period, Atlatsas profitability and cash flows would be negatively affected. Depending on the market price of PGM, Atlatsa may determine that it is not economically feasible to
continue commercial production at the Bokoni Mine, which would have an adverse impact on Atlatsas financial performance and results of operations. In such a circumstance, Atlatsa may also curtail or suspend some or all of its exploration
activities, with the result that depleted reserves are not replaced.

Price volatility and the unavailability of other commodities
may adversely affect the timing and cost of the Companys projects

The profitability of Atlatsas business is affected
by the market prices of commodities produced as products and by-products at Atlatsas mines, such as platinum, palladium, rhodium, gold, nickel and certain other base metals, as well as the cost and availability of commodities which are
consumed or otherwise used in connection with Atlatsas operations and projects, including, but not limited to, diesel fuel, natural gas, electricity, water, steel and concrete. Prices of such commodities can be subject to volatile price
movements, which can be material and can occur over short periods of time, and are affected by factors that are beyond Atlatsas control. An increase in the cost, or decrease in the availability, of construction materials such as steel and
concrete may affect the timing and cost of Atlatsas projects. If Atlatsas proceeds from the sale of by-products were to decrease significantly, or the costs of certain commodities consumed or otherwise used in connection with
Atlatsas operations and projects were to increase, or their availability to decrease significantly and remain at such levels for a substantial period of time, Atlatsa may determine that it is not economically feasible to continue commercial
production at some or all of Atlatsas operations or the development of some or all of Atlatsas current projects, which could have an adverse impact on Atlatsa.

The Company is required to obtain and renew governmental permits in order to conduct mining operations, which is often a costly and
time-consuming process

The Companys current and anticipated future operations, including continued production at the Bokoni
Mine, and further exploration or the development of new projects, require permits from various governmental authorities. Obtaining or renewing governmental permits is a complex and time-consuming process. The duration and success of permitting
efforts are contingent upon many variables not within the Companys control, including the interpretation of requirements implemented by the applicable permitting authority. The Company may not be able to obtain or renew permits that are
necessary to its operations, or the cost to obtain or renew permits may exceed the Companys expectations. Failure to comply with permits may disrupt the Companys operations. Any unexpected delays or costs associated with the permitting
process could delay the development or impede the operation of a mine, which could materially adversely affect the Companys revenues and future growth.

A shortage of electricity and high electricity prices could adversely affect the Companys ability to operate its business

The National Energy Regulator of South Africa revised Eskoms (South African national power supplier) power tariff increase
during February 2013. The effect of its revision is that power tariff increases in South Africa will be increased as follows:

2013 -
2018: 8% per annum

The Bokoni Mine operations are currently mining at relatively shallow depths with no refrigeration requirements
expected for the next 30 years of mining. Power costs currently comprise approximately 7% (varying summer and winter tariffs) of total operating costs at the mine operations. The Bokoni Mine continues to focus efforts on power usage reduction
initiatives as part of the efficiency improvement initiatives currently being implemented at the operations.

The Bokoni Mine is also
dependent on power generated by Eskom, and continues to be at risk for electricity supply interruptions going forward. Although Eskom has announced a number of short- and long-term mitigation plans, there can be no assurance that the Company will
not experience power supply interruptions in the future.



22



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The above increases in prices and possible supply interruptions may have a material adverse
effect on Atlatsas business, results of operations and financial condition.

Deterioration of economic conditions may
adversely affect our business, operating results, cash flows and financial condition

The prices of PGM are volatile, and are
affected by numerous economic factors beyond Atlatsas control. The level of interest rates, the rate of inflation, world supply of PGM and stability of exchange rates can all cause fluctuations in these prices. Such external economic factors
are in turn influenced by changes in international investment patterns, monetary systems and political developments. The prices of PGM have fluctuated in recent years, and future significant price declines could cause commercial production to be
uneconomic and may have a material adverse effect on Atlatsas business, results of operations and financial condition.

Changes to the regulatory environment have been proposed that would significantly affect the mining industry in South Africa

The mining industry in South Africa, where the Companys projects are located, is subject to extensive government
regulation. The regulatory environment is developing, lacks clarity in a number of areas and is subject to interpretation, review and amendment as the mining industry is further developed and liberalized. In addition, the regulatory process entails
a public comment process, which makes the outcome of the legislation uncertain and may cause delays in the regulatory process. A number of significant matters have not been finalized, including the legislation dealing with beneficiation. Mineral
beneficiation has become one of the major drivers in advancing the empowerment of historically disadvantaged communities in South Africa. It also presents opportunities for development of new entrepreneurs in large and small mining industries.
Atlatsa cannot predict the outcome or timing of any amendments or modifications to applicable regulations or the interpretation thereof, the release of new regulations or their impact on its business.

The MPRDA was enacted by the South African Government that deals with the states policy towards the future of ownership of minerals
rights and the procedures for conducting mining transactions in South Africa. The MPRDA is an ambitious statute with wide-ranging objectives, including sustainable development and the promotion of equitable access to South Africas mineral
wealth by the inclusion of historically disadvantaged persons (HDP) into the industry. The MPRDA came into effect in May 2004.

In December 2012, proposed amendments were made to the MPRDA and the Company continues to evaluate any potential impact, these proposed
amendments may have on its business. In 2014, SLP are to be measured as part of compliance with MPRDA.

The South African government
issues permits and licences for prospecting and mining rights to applicants using a scorecard approach. Applicants need to demonstrate their eligibility for consideration based upon the number of credits accumulated in terms of
quantifiable ownership transformation criteria, such as employment equity and human resource development.

Future amendments to, and
interpretations of, the economic empowerment initiatives by the South African Government and the South African courts could adversely affect the business of Atlatsa and its operations and financial condition.

The risks associated with mining and processing pose operational and environmental risks that may not be covered by insurance and may
increase costs

The mining industry is subject to significant risks and hazards, including environmental hazards, industrial
accidents, unusual or unexpected geological conditions, labour force disruptions, civil strife, unavailability of materials and equipment, weather conditions, pit wall failures, rock bursts, cave-ins, flooding, seismic activity, water conditions and
precious metal losses, most of which are beyond Atlatsas control. These risks and hazards could result in the following: damage to, or destruction of, mineral properties or producing facilities; personal injury or death; environmental damage;
delays in mining; and monetary losses and possible legal liability. As a result, production may fall below historic or estimated levels and Atlatsa may incur significant costs or experience significant delays that could have a material adverse
effect on Atlatsas financial performance, liquidity and results of operation.

No assurance can be given that the Companys
insurance will cover such risks and hazards, that the insurance will continue to be available, that it will be available at economically feasible premiums, or that Atlatsa will maintain such insurance. In addition, Atlatsa does not have coverage for
certain environmental losses and other risks; as such coverage cannot be purchased at a commercially reasonable cost. The lack of, or insufficiency of, insurance coverage could adversely affect Atlatsas cash flow and overall profitability.



23



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##### Table of Contents

The Companys property interests and operations are subject to political risks and
uncertainties associated with investment in a foreign country

Changes, if any, in mining laws, investment policies or shifts in
political attitude in South Africa may adversely affect Atlatsas operations or likelihood of future profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on
production, price controls, export controls, currency remittance, income taxes, royalties, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine
safety. For instance, the South African government enacted the Royalty Act, which came into operation on March 1, 2010. The Royalty Act imposes a royalty payable to the South African government by businesses based upon financial profits made
through the transfer of mineral resources. As the Bokoni Mine produces metal-in-concentrate, a royalty is payable to the South African government between 0.5% and 7% of gross sales of unrefined mineral resources. Although this royalty payable has
been taken into consideration with regard to the Companys current budgeting and other financial planning processes, any future change in the royalties payable could have a material adverse effect on our results of operations and financial
condition.

The Company is subject to extensive environmental legislation and the costs of complying with these applicable laws and
regulations may be significant

Environmental legislation and regulatory compliance has resulted in more stringent environmental
assessments in the South African mining industry with a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes to environmental regulation, if any, will not
adversely affect Atlatsas operations. Environmental hazards may exist on the properties in which Atlatsa holds interests which are unknown to Atlatsa at present and which have been caused by previous or existing owners or operators of the
properties. Furthermore, compliance with environmental reclamation, closure and other requirements may involve significant costs and other liabilities

Fluctuations in foreign currency exchange rates in relation to the United States dollar may have an adverse effect on the Companys
operating results

Atlatsa conducts operations in currencies other than United States or Canadian dollars. Of particular
significance is the fact that Atlatsas operations in South Africa are almost entirely paid for in ZAR, which has historically devalued against the United States dollar as well as the Canadian dollar.

The price of PGM is denominated in United States dollars and, accordingly, Atlatsas revenues, if any, are linked to the United States
dollars. In order to earn or maintain property interests, certain of Atlatsas payments are to be made in ZAR. As a result, fluctuations in the United States dollar against the ZAR could have a material adverse effect on Atlatsas
financial results, which are reported in Canadian dollars.

Atlatsas share price is volatile

The market price of a publicly traded stock, especially a resource company like Atlatsa, is affected by many variables not directly related to
the mining and exploration success of Atlatsa, including the market for junior resource stocks, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the
stock. The effect of these and other factors on the market price of the common shares suggests Atlatsas share price will continue to be volatile.

There are uncertainties as to title matters in the mining industry. Any defects in such title could cause the Company to lose its rights
in mineral properties and jeopardize its operations.

Title to mining properties is subject to potential claims by third parties
claiming an interest in them. The mineral properties may be subject to previous unregistered agreements or transfers, and title may be affected by undetected defects or changes in mineral tenure laws. The Companys mineral interests consist of
mineral claims, which have not been surveyed, and therefore, the precise area and location of such claims or rights may be in doubt. The failure to comply with all applicable laws and regulations, including the failure to pay taxes or to carry out
and file assessment work, may invalidate title to portions of the properties where the mineral rights are held by Atlatsa.

The Company faces
intense competition in the mining industry

The mineral exploration and mining business is competitive in all of its phases.
Atlatsa competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than Atlatsa, in the search for and the acquisition of attractive mineral properties and the recruitment and
retention of skilled labour. Atlatsas ability to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects
for mineral exploration. There is no assurance that Atlatsa will continue to be able to compete successfully with its competitors in acquiring such properties or prospects. Further, Atlatsa has encountered increased competition from other mining
companies in its efforts to hire experienced mining



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professionals. Competition for skilled personnel at all levels is currently very intense, particularly in the mining processing and engineering disciplines. If Atlatsa is unable to recruit and
retain qualified employees, this could result in interruptions or decreases in Atlatsas production or exploration activities that could have a material adverse effect on its results of operations, financial condition and cash flows.

Business Risks

Failure to repay long term
borrowings and the level of indebtedness may adversely affect the Company as a going concern

As of February 28, 2014, Atlatsa
had cash and cash equivalents of approximately $1.9 million and contractual value of loans and borrowings of approximately $156.1 million. The Company incurred a net profit for Fiscal 2013 of $99.9 million compared to a net loss in 2012 of $95.6
million and as of that date its total assets exceeded its total liabilities by $379.1 million (2012: $205.3 million). After a long history of losing making activities, the profit in the current year is based on the profit on the sale of the
Boikgantsho Project and the Eastern Ga-Phasha Project. For accounting purposes this sale gave rise to gains of $171.1 million that is reported as Other income in the Consolidated Statement of Comprehensive Income (also refer to note 35
in the audited annual financial statements for Fiscal 2013). There can be no assurance that Atlatsa will be successful in repaying all of its indebtedness. Atlatsas level of indebtedness could have important consequences for its
operations, including:



| |  |  | The Company will need to use a large portion of its cash flow to repay principal and pay interest on its debt, which will reduce the amount of
funds available to finance its operations and other business activities; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Companys debt level may limit its ability to pursue other business opportunities, borrow money for operations or capital expenditures in
the future, or implement its business strategy.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Atlatsas ability to meet its payment obligations will depend on
its future financial performance, which will be affected by financial, business, economic and other factors. Atlatsa will not be able to control many of these factors, such as economic conditions in the markets in which it operates. Atlatsa cannot
be certain that its existing capital resources and future cash flows from operations will be sufficient to allow it to pay principal and interest on Atlatsas debt and meet its other obligations. If these amounts are insufficient or if there is
a contravention of its debt covenants, Atlatsa may be required to refinance all or part of its existing debt, sell assets, borrow more money or issue additional equity.

The repayment terms of the New Senior Facilities Agreement include quarterly cash sweeps, when cash is available. Atlatsa will be required to
reduce the outstanding balance (including capitalised interest) under the New Senior Facilities Agreement to $101.3 million (ZAR1 billion) by December 31, 2018, and to $50.7 million (ZAR500 million) by December 31, 2019 and to zero by
December 31, 2020.

Atlatsa has no history of realising net earnings on operation level

Atlatsa has a long history of losses and there can be no assurance that Atlatsa will achieve or sustain profitability. Atlatsa has not paid
any dividends on its shares since incorporation. Atlatsa anticipates that it will retain future earnings and other cash resources for the future operation and development of its business. Atlatsa does not intend to declare or pay any cash dividends
in the foreseeable future. Payment of any future dividends is at the discretion of Atlatsas board of directors after taking into account many factors including Atlatsas operating results, financial conditions and anticipated cash needs.

Capital structure and ability to raise new equity

Atlatsas ability to raise new equity in the equity capital markets is subject to the mandatory requirement that Atlatsa Holdings, its
majority BEE shareholder, retain a 51% fully diluted shareholding in the Company up until December 31, 2020, as required by covenants given by Atlatsa Holdings and Atlatsa in favour of the South African Reserve Bank (SARB) and Anglo
American Platinum; post transaction. The ability of Atlatsa to access the bank public debt or equity capital markets on an efficient basis may be constrained by the dislocation in the credit markets, capital and/or liquidity constraints in the
banking markets and equity conditions at the time of issuance.

The Company may not meet its production level and operating cost
estimates and, if it does not, its results of operations may be adversely affected

Atlatsa prepares estimates of future
production, cash costs and capital costs of production for particular operations. No assurance can be given that such estimates will be achieved. Failure to achieve production or cost estimates or material increases in costs could have an adverse
impact on Atlatsas future cash flows, profitability, results of operations and financial condition.

Atlatsas actual
production and costs may vary from estimates for a variety of reasons, including the following: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to
the ore reserves, such as the need for sequential development of orebodies and the processing of new or different ore grades; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement



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weather conditions, water availability, floods, and earthquakes; and unexpected labour shortages or strikes. Costs of production may also be affected by a variety of factors, including: changing
waste-to-ore ratios, ore grade metallurgy, labour costs, the cost of commodities, safety related stoppages, general inflationary pressures and currency exchange rates.

The loss of key personnel and workforce unavailability could harm the Companys mining operations and projects

Atlatsa is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on Atlatsa. The
Company also does not maintain any key person insurance.

HIV/AIDS is prevalent in Southern Africa. Employees or contractors
of the Company may have or could contract this potentially deadly virus. There has been a steady emigration of skilled personnel from South Africa in recent years. Generally, the prevalence of HIV/AIDS could cause lost employee man hours and the
emigration of skilled employees could adversely affect Atlatsas ability to retain its employees.

Atlatsa is dependent on a
workforce which is largely unionised, with the majority of the workforce belonging to three competing unions. This poses a risk in that union disputes may give rise to industrial action and work stoppages, including strikes, from time to time.
Communication and negotiating forums have been established with all union representatives and employees in order to mitigate this risk.

Refer to 3.10 - Illegal Strike Action at Bokoni Mine

Delays or unexpected problems on projects may adversely affect the Companys ability to sustain or increase the Companys
present level of production

Atlatsas ability to sustain or increase its present levels of PGM production is dependent on
the success of its projects. There are many risks and unknowns inherent in all projects. For example, the economic feasibility of projects is based upon many factors, including the following: the accuracy of reserve estimates; metallurgical
recoveries with respect to PGM and by-products; capital and operating costs of such projects; the future prices of the relevant minerals; and the ability to secure appropriate financing for product development. Projects also require the successful
completion of feasibility studies, the resolution of various fiscal, tax and royalty matters, the issuance of necessary governmental permits and the acquisition of satisfactory surface or other land rights. It may also be necessary for Atlatsa to,
among other things, find or generate suitable sources of power and water for a project, ensure that appropriate community infrastructure is developed by third parties to support the project, and secure appropriate financing to fund these
expenditures.

The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or
construction schedules can affect project economics. Thus, it is possible that actual costs may increase significantly and economic returns may differ materially from Atlatsas estimates, that metal prices may decrease significantly, or that
Atlatsa could fail to obtain the satisfactory resolution of fiscal and tax matters or the governmental approvals necessary for the operation of a project or obtain project financing on acceptable terms and conditions or at all, in which case, the
project may not proceed, either on its original timing, or at all. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring more capital than
anticipated.

Mineral reserves and resources are only estimates, and there can be no assurance that the estimated reserves and
resources are accurate or that the Company will achieve indicated levels of PGM recovery

Atlatsas mineral reserves and
mineral resources are estimates, and no assurance can be given that the estimated reserves and resources are accurate or that the indicated level of PGM or any other mineral will be produced. Such estimates are, in large part, based on
interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before
production is possible, and during that time the economic feasibility of exploiting a discovery may change.

The SEC does not permit
United States mining companies in their filings with the SEC to disclose estimates other than mineral reserves. However this Annual Report also contains resource estimates, which are required by NI 43-101. Mineral resource estimates that do not
qualify as reserves are based, in many instances, on limited and widely spaced drill hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require
revision as more drilling information becomes available or as actual production experience is gained. No assurance can be given that any part or all of Atlatsas mineral resources not already qualifying as reserves will be converted into
reserves. Refer toCautionary Note to Investors Concerning Estimates of Measured and Indicated Resources, Cautionary Note to Investors Concerning Estimates of Inferred Resources and Cautionary Note to U.S.
Investors. Market price fluctuations of PGM, as well as increased production and capital costs or reduced recovery rates, may render Atlatsas proven and probable reserves unprofitable to develop at a particular site or sites for
periods of time or may render mineral reserves containing relatively lower grade mineralization uneconomic. Moreover, short-term operating factors relating to the mineral reserves, such as the need for the orderly development of orebodies or the
processing of new or different ore grades, may cause mineral reserves to be reduced or Atlatsa to be unprofitable in any particular accounting period. Estimated reserves



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may have to be recalculated based on actual production experience. Any of these factors may require Atlatsa to reduce its mineral reserves and resources, which could have a negative impact on
Atlatsas financial results. Failure to obtain or maintain necessary permits or government approvals or changes to applicable legislation could also cause Atlatsa to reduce its reserves. There is also no assurance that Atlatsa will achieve
indicated levels of PGM recovery or obtain the prices assumed in determining such reserves.

There is no certainty that the Companys future
exploration and development activities will be commercially successful

The exploration for and development of mineral deposits
involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties explored are ultimately developed into producing mines. Significant expenditures may be required to locate and
establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by Atlatsa will result in a profitable
commercial mining operation. Significant capital investment is required to achieve commercial production from successful exploration efforts.

The commercial viability of a mineral deposit is dependent upon a number of factors. These include deposit attributes such as size, grade and
proximity to infrastructure, current and future metal prices (which can be cyclical), and government regulations, including those relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and necessary supplies
and environmental protection. The complete effect of these factors, either alone or in combination, cannot be entirely predicted, and their impact may result in Atlatsa not receiving an adequate return on invested capital.

The Companys current exploration projects may not result in discoveries of commercial recoverable quantities of ore

The Kwanda Project is in the exploration stage as opposed to the development stage and has no known body of economic mineralization. The known
mineralization at the Kwanda Project has not been determined to be ore. There can be no assurance that commercially mineable ore bodies exist. There is no certainty that any expenditure made in the exploration of the Companys undeveloped
mineral properties will result in discoveries of commercially recoverable quantities of ore. Such assurance will require completion of final comprehensive feasibility studies and, possibly, further associated exploration and other work that
concludes a potential mine at each of these projects is likely to be economic. In order to carry out exploration and development programs of any economic ore body and place it into commercial production, the Company must raise substantial additional
funding.

Enforcement of judgments or bringing actions inside the United States against the Company or its directors and officers
may be difficult for U.S. investors

The Company is a Canadian corporation, with its principal place of business in South Africa.
A majority of the Companys directors and officers and some or all of the experts named in this Annual Report are not residents of the United States and substantially all of the Companys assets and the assets of a majority of the
Companys directors and officers and the experts named in this Annual Report are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon the Company or
its directors or officers or such experts who are not residents of the United States, or to rely in the United States upon judgments of courts of the United States predicated upon civil liabilities under United States securities laws. Investors
should not assume that courts outside of the United States (1) would enforce judgments of United States courts obtained in actions against the Company or such directors, officers or experts predicated upon the civil liability provisions of the
U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against the Company or such directors, officers or experts predicated upon
the U.S. federal securities laws or any such state securities or blue sky laws.

Failure to replace depleted reserves will result in
declining production levels over the long term

The Bokoni Mine is Atlatsas only producing property. Atlatsa must seek to
expand the operating areas of the Bokoni Mine and develop other properties to replace reserves depleted by production to maintain production levels over the long term. Reserves also can be replaced by expanding known orebodies, locating new deposits
or making acquisitions. Exploration is highly speculative in nature. Atlatsas exploration projects involve many risks and may be unsuccessful. Once a site with mineralization is discovered, it may take several years from the initial phases of
drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves and to construct mining and processing facilities. As a
result, there is no assurance that current or future exploration programs will be successful. There is a risk that depletion of reserves will not be offset by expansion, discoveries or acquisitions. The mineral base of Atlatsa may decline if
reserves are mined without adequate development and replacement, and Atlatsa may not be able to sustain production beyond the current life of mine (LOM), based on current production rates and development.



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The Company is subject to exchange control regulations that may affect its ability to
transfer assets to or from its foreign subsidiaries and to fund its operations efficiently

South African law provides for
exchange control regulations that restrict the export of capital. The exchange control regulations, which are administered by the SARB, regulate transactions involving South African residents, including legal entities, and limit a South African
companys ability to borrow from and repay loans to non-residents and to provide guarantees for the obligations of its affiliates with regard to funds obtained from non-residents.

A portion of the Companys funding for its South African operations consist of loans advanced to its South African subsidiaries from
subsidiaries that are non-residents of South Africa. The Company is in compliance with SARB regulations and is therefore not subject to restrictions on the ability of its South African subsidiaries to transfer funds to the Company or to other
subsidiaries. In addition, the SARB has introduced various measures in recent years to relax the exchange controls in South Africa to entice foreign investment in the country. However, if more burdensome exchange controls were proposed or adopted by
the SARB in the future, or if the Company was unable to comply with existing SARB regulations, such exchange control regulations could restrict the ability of the Company and its subsidiaries to repatriate funds needed to effectively finance the
Companys operations. Any such limitations, or the perception that such limitations could exist in the future, could have an adverse impact on the Companys business and share price.

Disputes or disagreements with third parties who jointly own many of the Companys assets could adversely affect our business,
operating results, cash flows and financial condition

Atlatsa holds the bulk of its assets through Plateaus 51% ownership
of Bokoni Holdco, the remaining 49% being held by Anglo American Platinum. Plateaus interests in these projects are subject to the risks normally associated with the joint ownership of operations. The existence or occurrence of one or more of
the following circumstances and events could have a material adverse impact on Plateaus profitability or the viability of its interests held through Holdco, which could have a material adverse impact on Atlatsas future cash flows,
earnings, results of operations and financial condition: (i) disagreement with Anglo American Platinum on how to proceed with exploration programs and how to develop and operate mines efficiently; (ii) inability of Atlatsa and Anglo
American Platinum to meet their obligations in respect of jointly owned properties; and (iii) litigation between Atlatsa and Anglo American Platinum regarding jointly owned property. Future disputes and disagreements with business partners
could adversely affect the business of Atlatsa and its operations and financial condition.

There may be adverse U.S. federal income
tax consequences to U.S. shareholders if Atlatsa is or becomes a passive foreign investment company under the U.S. Internal Revenue Code.

If Atlatsa is classified as a passive foreign investment company (PFIC) for any taxable year during which a U.S. Holder holds
common shares, certain adverse U.S. federal income tax rules could apply to that person. Atlatsa believes that it was not a PFIC in the 2013 taxable year, but has not made a determination as to its PFIC status for the 2014 taxable year or any future
year. The determination of whether Atlatsa is a PFIC for a taxable year depends, in part, on the application of complex U.S. Federal income tax rules, which are subject to different interpretations, and the determination will depend on the
composition of Atlatsa income, expenses and assets from time to time and the nature of the activities performed by its officers and employees. U.S. Holders should carefully read TaxationMaterial U.S. Federal Income Tax
ConsiderationsPassive Foreign Investment Company Rules for more information and consult their independent tax advisors regarding the likelihood and consequences of Atlatsa being treated as a PFIC for U.S. federal income tax purposes
including the advisability of making certain elections that may mitigate certain possible adverse U.S. Federal income tax consequences, but may result in an inclusion in gross income without the receipt of such income.

The Company is dependent on third parties

Atlatsas sole revenue stream is currently derived from the sale of PGM metal-in-concentrate produced at the Bokoni Mine. All of this
metal-in-concentrate is sold to RPM pursuant to a sale of concentrate agreement. Atlatsa relies on RPM as its sole revenue source, and its success in part depends on RPM performing its obligations under the sale of concentrate agreement. While not
anticipated, there can be no assurance that RPM will be able to, or will, perform its obligations under the sale of concentrate agreement in the future.

The Company may be involved with deep groundwater pollution

The Company has identified a future pollution risk posed by deep groundwater in certain underground shafts. Various studies have been
undertaken by Bokoni Mine since 2012. In view of the documentation of current information for the accurate estimation of the liability, no reliable estimate can be made for the obligation.



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|ITEM 4 | INFORMATION ON THE COMPANY
|------ | --------------------------



|4.A. | History and development of the Company
|---- | --------------------------------------

1. Name, Address and Incorporation; Trading Markets

Atlatsa Resources Corporation (formerly known as Anooraq Resources Corporation) was incorporated on April 19, 1983 under the laws of the
Province of British Columbia, Canada. The Company was transitioned under the Business Corporations Act(British Columbia) on June 11, 2004, on which date the Company altered its Notice of Articles to change its authorized share structure
from 200,000,000 common shares without par value to an unlimited number of common shares without par value.

The Companys registered
office is Suite 1300  777 Dunsmuir Street, Vancouver, British Columbia, Canada V7Y 1K2, telephone (604) 643-7100, facsimile (604) 643-7900. The South
African head office of the Company is located at 4th Floor  82 Grayston Drive, Off Esterhysen Lane, Sandton, South Africa 2146, telephone: +27 11 883 0831, facsimile: +27 11 883 0836.

The Companys common shares are listed for trading on the TSX (symbol ATL), NYSE MKT (symbol ATL) and the JSE (symbol ATL).

The Company had a primary listing on the TSX-V and has a secondary listing on the NYSE MKT and the JSE. Subsequent to year end, on
February 5, 2014, the Company migrated from the TSX-V to the TSX.

2. General Development of the Business

For the period 1983 to June 30, 2009, the Company was primarily an exploration company and, therefore, did not have any significant
operating assets.

On July 1, 2009, the Company acquired 51% of the Bokoni Mine and took operational control of the Bokoni Mine. This
was the first operating asset acquired by the Company that generated revenue. There was therefore a significant increase in the asset base of the Company as revenue generating assets were effectively acquired.

For the year ended December 31, 2010 (Fiscal 2010) and the year ended December 31, 2011 (Fiscal 2011),
Atlatsa focused on implementing the foundation for its turnaround strategy at the Bokoni Mine operations. From an operational perspective, Fiscal 2010 and Fiscal 2011 was a challenge with many of the foundational initiatives associated with the
turnaround having to be implemented. The key areas of focus within the operations were:



| |  |  | improving safety performance;
| | - |  | -----------------------------



| |  |  | cash cost cutting initiatives;
| | - |  | ------------------------------



| |  |  | improving productivity levels and efficiencies;
| | - |  | -----------------------------------------------



| |  |  | increasing development to create more mining flexibility to allow for production build up;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | increasing concentrator plant milling capacity in line with expansion plans for Bokoni Mine; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | implementing key capital projects to maintain and grow production.
| | - |  | ------------------------------------------------------------------

In Fiscal 2012 the Company appointed a new management team at the Bokoni Mine, effective February 2012.

The new management team, in conjunction with Atlatsa and Anglo American Platinum initiated a detailed review of the technical assumptions and
operational plan underlying the 2009 Bokoni Transaction and its associated financing structure. The review resulted in Atlatsa and Anglo American Platinum agreeing to a new strategic approach and operating plan for the Bokoni Mine, as well as a
recapitalization and refinancing plan to facilitate its new growth plan to 160,000 tonnes milled per month (tpm); as implemented pursuant to the Restructuring Plan. A summary of the Restructuring Plan and its key benefits for Atlatsa are
set out below:

2.1 New Operating Plan

The new operating plan follows a detailed strategic review that was undertaken in 2012 by the new management team at the Bokoni Mine, in
conjunction with RPM and Atlatsa. This review included a review of all technical, operational and financing assumptions in forming the existing strategy, having regard to the general outlook for the PGM industry.

The operating plan to 2020 has been limited to 160,000 tpm to meet the current installed processing capacity at the Bokoni Mine. Accordingly,
material capital expenditure associated with the proposed UG2 expansion plans at the Bokoni Mine, estimated at $233.0 million (ZAR2.3 billion), has been deferred beyond 2020. In an effort to reduce unit operating costs, open cast Merensky operations
at the Bokoni Mine have commenced and this is expected to contribute towards further unit cost reductions in future.



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The new operating plan will allow the Bokoni Mine to fill its processing capacity in the near
term, whilst allowing underground mining operations to build up from the current 120,000 tpm to 160,000 tpm. The plan is considered both low risk and less capital intensive. The Bokoni Mine is expected to increase annual production from its current
base of 103,000 PGM Oz per annum to 250,000 PGM Oz per annum over the next five years.

The new operating plan will result in Bokoni
becoming a predominantly Merensky Reef producer, accounting for approximately 75% of its total estimated production in the medium term. The capital cost estimate to ramp the Brakfontein and Middlepunt Hill projects to steady state levels of 100,000
tpm and 60,000 tpm is estimated at $111.4 million (ZAR1.1 billion).

The new operating plan at the Bokoni Mine is considered a lower risk,
less capital intensive and more conservative plan from both an operational and financing perspective.

3. Summary Corporate History and
Intercorporate Relationships

From 1996 to mid-1999, the Companys mineral exploration was focused on metal prospects located
in Mexico. In October 1999, the Company refocused its exploration on a South African platinum group metals project, the Platreef Project. The Company has two active Cayman Islands subsidiaries, N1C and N2C. These two subsidiaries were incorporated
on December 2, 1999 under the laws of the Cayman Islands. The Company holds 100% of the shares of N1C, which in turn holds 100% of the N2C shares. N2C holds 100% of the shares of Plateau (at December 31, 2013), a private South African
mining corporation acquired by Atlatsa on August 28, 2001. In January 2014, with the conversion of the B preference shares, Atlatsa now holds 53% and N2C 47% of Plateau. Atlatsa holds its assets and interests in South Africa through
Plateau. In September 2004, the Company and Atlatsa Holdings, a private South African company, completed a transaction combining their respective PGM assets, comprising the Companys PGM projects on the Northern and Western Limbs of the
Bushveld Igneous Complex (BIC) and Atlatsa Holdings 50% participation interest in the Ga-Phasha Project (previously known as Paschaskraal) on the Eastern Limb of the BIC in the Republic of South Africa.

Pursuant to the terms of the Pelawan transaction, which constituted a reverse take-over under the policies of the TSX-V, the Company acquired
Atlatsa Holdings rights to its 50% participation interest in the Ga-Phasha Project in return for 91.2 million Atlatsa common shares (63% of the total outstanding shares in Atlatsa at that time) and a cash payment of $1.6 million (ZAR15.7
million). By completing the reverse take-over with Atlatsa Holdings, Atlatsa reconstituted itself as a BEE company in South Africa with a view to positioning itself for greater opportunities within the South African mineral sector. This strategy was
successful in 2007 when Atlatsa announced a major BEE transaction with Anglo American Platinum pursuant to which the two corporations determined to combine all of their existing joint venture interests, together with 100% of Anglo American
Platinums Bokoni Mine (formerly Lebowa), under a new group structure, the Bokoni Group, of which Atlatsa controls 51% and has management control over all operations, and Anglo American Platinum retains a 49% minority interest in the Bokoni
Group. The Bokoni Transaction was completed on July 1, 2009.

Refer to ITEM 4, Section 3.9 - the Restructure
Planfor details of the joint announcement released by Atlatsa and Anglo American Platinum on February 2, 2012 and subsequent developments and completed on January 31, 2014.

3.1 Ownership Structure

Atlatsa,
through its wholly owned South African subsidiary, Plateau, acquired an indirect 51% controlling interest and management control of Bokoni and several PGM projects, including the advanced stage Ga-Phasha Project, the Boikgantsho Project and the
early stage Kwanda Project. These controlling interests were acquired through Plateau acquiring 51% of the shareholding of Bokoni Holdco, the holding company of Bokoni and the other project companies (collectively, the Bokoni Group) on
July 1, 2009, referred to herein as the Bokoni Transaction.



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The corporate structure of Atlatsa is depicted below and is illustrated on a fully diluted share
basis, post-conversion of the B Preference Shares as at December 31, 2013 but before the completion of Phase Two which was finalised on January 31, 2014:



LOGO



|* | BEE = Black Economic Empowerment
|- | --------------------------------

|** | All mineral rights in name of Boikgantsho (Farms Drenthe and Witrivier) have been sold and transferred to RPM on December 13, 2013.
Refer to ITEM 4, Section 3.9 - theRestructure Plan
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | The mineral rights of Ga-Phasha, located in the Eastern Ga-Phasha Project (Farms Paschaskraal and De Kamp) were sold and transferred to RPM
on December 13, 2013. The Western Ga-Phasha Project was consolidated into the adjacent Bokoni Mines operations. Refer to ITEM 4, Section 3.9 - theRestructure Plan
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|@ | Dormant from December 13, 2013. Refer to ITEM 4, Section 3.9 - theRestructure Plan
|- | ------------------------------------------------------------------------------------

|^ | Bokoni Rehabilitation Trust is consolidated into Bokoni
|- | -------------------------------------------------------



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The corporate structure of Atlatsa as at February 1, 2014 after the completion of Phase Two
of the Restructure Plan is as follows:



LOGO



|* | Black Economic Empowerment
|- | --------------------------

|@ | Dormant from December 13, 2013. Refer to ITEM 4, Section 3.9 - theRestructure Plan
|- | ------------------------------------------------------------------------------------

|^ | Bokoni Rehabilitation Trust is consolidated into Bokoni
|- | -------------------------------------------------------

3.2 Rationale for the Bokoni Transaction

2009 represented the most important year in Atlatsas history. With effect from July 1, 2009, the Company transformed from an
exploration and development company into a PGM producer through the Bokoni Transaction.

The Bokoni Transaction was a step towards
Atlatsas objective to become a significant mine-to-market PGM company with a substantial and diversified PGM asset base, including production, development and exploration assets. The Bokoni Transaction is the first stage of
advancing the Companys PGM production strategy, and has resulted in the Company a significant estimated mineral resource base of approximately 200 million (measured, indicated and inferred) PGM ounces, the third largest PGM mineral
resource base in South Africa. Of this, approximately 78.5 million (measured, indicated and inferred) estimated PGM ounces are attributable to the Company.

On implementation of the Bokoni Transaction, Atlatsa assumed management control over the operations of the Bokoni Group. Anglo American
Platinum, a subsidiary of Anglo American plc, through its wholly owned subsidiary RPM, retained a 49% non-controlling interest in Bokoni Holdco.



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Through the Pelawan Trust shareholding combined as Atlatsa Holdings Investments Pty Limited
(Atlatsa Holdings), Atlatsa currently has a BEE shareholding of approximately 57% (at year-end) and, pursuant to the Atlatsa Shareholders Agreement, the shareholding of the Pelawan Trust (or any other HDP, as defined in the Pelawan
Agreements, participating in the trust) in Atlatsa cannot be diluted to below the shareholding threshold of 51% required under South African law. After the completion of the Restructure Plan, Atlatsa Holdings shareholding increased to 61.86%.

Atlatsa is also pursuing its mine-to-market strategy through a sale of concentrate agreement entered into between Bokoni Mine and RPM on
June 26, 2009 (the Concentrate Agreement), amended on March 31, 2013; in respect of concentrate produced at Bokoni Mine. The Concentrate Agreement has an extended term until July 1, 2020. Refer to ITEM 4,
Section 3.9 - the Restructure Plan. In addition, Atlatsa, through Ga-Phasha, entered into a limited off-take agreement with Anglo American Platinum in respect of concentrate produced from the Ga-Phasha Project. This off-take
agreement has an initial term of ten years and is renewable, at Atlatsas election, for a further period of ten years. Pursuant to the Ga-Phasha Project off-take provisions in the Holdco Shareholders Agreement (the Ga-Phasha off-take
agreement), should Atlatsa elect to extend the Ga-Phasha off-take agreement with Anglo American Platinum beyond the initial term, then Atlatsa may exercise options to acquire an ownership interest in Anglo American Platinums Polokwane
smelter complex (the smelter options). The first smelter option entitles Atlatsa to acquire an ownership interest in the Polokwane smelter complex equal to the percentage ratio that the concentrate feed from the Ga-Phasha properties
bears to the design capacity of the Polokwane smelter complex, for a purchase consideration of ZAR1.00, plus any restructuring costs that may be required to facilitate this acquisition. The option is exercisable within 30 days after the commencement
of the second ten year period of the Ga-Phasha off-take agreement. The second smelter option entitles Atlatsa to acquire an additional ownership interest in the Polokwane smelter equal to the percentage ratio that the attributable concentrate feed
produced by the whole of the Atlatsa group, other than from the Ga-Phasha properties, bears to the design capacity of the Polokwane smelter, for a purchase consideration equal to the equivalent percentage of the replacement cost of the smelter, less
pro-rated wear and tear. This option is exercisable within the first five years of the second ten year period of the Ga-Phasha off-take agreement. Polokwane smelter design capacity is to treat approximately 1.6 million platinum ounces per year.

3.3 Additional Commercial Terms of the Bokoni Transaction

Prior to July 1, 2009, Bokoni Mine acted as contractor to Lebowa, conducting all mining operations in respect of the Bokoni Mine. As of
July 1, 2009 the contractor arrangement terminated. In light of Atlatsas mine-to-market strategy, Atlatsa, through Bokoni, entered into the Concentrate Agreement with RPM in respect of concentrate produced at the Bokoni Mine and entered
into the Ga-Phasha off-take agreement with respect to concentrate that may be produced at the Ga-Phasha Project.

The rehabilitation trust
provision in respect of the Bokoni Mine was transferred from the Anglo American Platinum fund to the Bokoni Environmental Rehabilitation Trust. Anglo American Platinum provided the trust guarantees in respect of the above mentioned trust until
July 1, 2010. Subsequent to this, management considered alternative insurance products. Anglo American Platinum offered to continue the guarantee at favourable terms and management accepted their proposal. The current guarantee is still in
place until August 6, 2014. Management intends to renegotiate this guarantee before June 30, 2014. In connection with the Bokoni Transaction, the Company also entered into the Bokoni Platinum Mine ESOP Trust and the Atlatsa Community
Participation Trust (refer toShare Ownership Trusts for further information regarding the Bokoni Platinum Mine ESOP Trust and the Atlatsa Community Participation Trust).

3.4 Management and Funding of Operations

The Holdco Shareholders Agreement, as dated March 27, 2013; between Plateau and RPM governs the relationship between Plateau and RPM, as
shareholders of Bokoni Holdco, and with respect to management of Bokoni Holdco and its subsidiaries, including Bokoni.

Plateau is
entitled to nominate the majority of the directors of Bokoni Holdco and Bokoni, and has undertaken that the majority of such nominees will be HDPs. Atlatsa has given certain undertakings to Anglo American Platinum in relation to the maintenance of
its status as an HDP controlled group, pursuant to the Holdco Shareholders Agreement.

Pursuant to the Holdco Shareholders Agreement, the
board of directors of Bokoni Holdco, which is controlled by Atlatsa, has the right to call for shareholder contributions, either by way of a shareholder loan or equity. If a shareholder should default on an equity cash call, the other shareholder
may increase its equity interest in Bokoni Holdco by funding the entire cash call, provided that, until the expiry of a period from the closing date of the Bokoni Transaction until the earlier of (i) the date on which the BEE credits
attributable to the Anglo American Platinum Ltd group and/or arising as a result of the Bokoni Transaction become legally secure, and (ii) the date on which Plateau has repaid its Debt to RPM pursuant to the New Senior Debt Facility in full
(the Initial Period), Plateaus shareholding in Bokoni Holdco cannot be diluted for default in respect of equity contributions. Pursuant to the terms of shared services agreements, Anglo American Platinum provides certain services
to the Bokoni Mine at a cost that is no greater than the costs charged to any other Anglo American plc group company for the



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same or similar services. The Company, through Plateau, provides certain management services to the Bokoni Mine pursuant to service agreements entered into with effect from July 1, 2009. The
Company and Anglo American Platinum intend to renegotiate the management services arrangements in conjunction with the proposed restructuring and refinancing transaction. (Refer to ITEM 4, Section 3.9 - the Restructure
Plan)

The Holdco Shareholders Agreement also governs the initial sale of concentrate from the Ga-Phasha Project upon
commencement of production pursuant to the terms described above.

3.5 Special Shareholder Arrangements

Atlatsa has given certain undertakings to Anglo American Platinum in relation to the maintenance of its status as an HDP controlled company
pursuant to the Holdco Shareholders Agreement. During the Initial Period, Plateau is required to ensure that, among other things: (i) HDPs effectively own, through Plateau, its subsidiaries and its controlling shareholders (i.e. the Atlatsa
Control Structure), at least 26% of the beneficial business ownership of Holdco shall be HDPs, measured on a see-through basis; (ii) a majority of the directors of Holdco are HDPs; and (iii) a majority of the directors of Atlatsa Holdings
are HDPs. At any time during the term of the Holdco Shareholders Agreement, if a change in control of Holdco occurs, Plateau is required to remedy the change by either restoring the status quo or procuring that the change is superseded
by a further transaction that results in the acquisition of control of Atlatsa Holdings by HDPs who were beneficial owners of Atlatsa Holdings as at the date of signature of the Holdco Shareholders Agreement, or involves such shareholders
expropriating the defaulting shareholders interest (with no attendant change in control). If Plateau fails to do so within the period specified in the Holdco Shareholders Agreement, RPM will be entitled to compel the purchase by Plateau of
RPMs interests in Holdco for fair market value.

3.6 Financing of the Bokoni Transaction

The Company financed the Bokoni Transaction at the Plateau level through a combination of the 2009 Senior Debt Facility and an agreement with
RPM whereby RPM provided Plateau with the operating cash flow shortfall facility (the OCSF) of up to a maximum of $76.0 million (ZAR750 million) (which increased to $111.4 million (ZAR1,100 million) on June 29, 2012) and access to
RPMs attributable share of the Bokoni Holdco cash flows (the Standby Loan Facility) which, with the Companys portion, provided up to a maximum of 80% of all free cash flow generated from Bokoni to meet its repayment
obligations in terms of the 2009 Senior Debt Facility.

The OCSF, the A Preference Share Facility and the 2009 Senior Debt
Facility were consolidated on September 28, 2012 as part of Phase One of the Restructure Plan. The 2009 Senior Debt Facility and the Standby Loan Facility were replaced by the New Senior Facilities Agreement on December 13, 2013.

3.6.1. OCSF

In order for Plateau
to meet any required shareholder contributions in respect of operating or capital expenditure cash shortfalls at Bokoni during the initial three year ramp up phase at the Bokoni Mine, RPM provided Plateau with the OCSF which could be draw up to a
maximum of $76.0 million (ZAR750 million) and was subject to certain annual draw down restrictions, in terms of quantum, during the first three years. On 29 June 2012, the OCSF facility was increased to $111.4 million (ZAR1,100 million).

The full outstanding amount under the OCSF as at September 28, 2012 was repaid and consolidated into the 2009 Senior Debt Facility, and
the principal amount outstanding as at that date was $0. Refer to Section 3.6.2. - 2009 Senior Debt Facility below. The OCSF is no longer available to the Company and is described herein for historical purposes only. Refer to
ITEM 4, Section 3.9 - the Restructure Plan.

3.6.2. 2009 Senior Debt Facility

On July 1, 2009; Plateau entered into the 2009 Senior Debt Facility with SCB for an amount of up to $76.0 million (ZAR750 million),
including capitalised interest of up to a maximum of three years or $25.3 million (ZAR250 million).

The 2009 Senior Debt Facility was
repayable in 12 semi-annual instalments, with the first payment due on January 31, 2013. Interest was calculated at a variable rate linked to the 3 month JIBAR plus applicable margin and mandatory cost. The 2009 Senior Debt Facility had a term
of 108 months from July 1, 2009.

On December 11, 2009, 34% of the 2009 Senior Debt Facility was syndicated to First Rand Bank
Limited, acting through its Rand Merchant Bank division.

SCBs $50.7 million (ZAR500 million) and interest amounting to $14.5
million (ZAR142.8 million) at an interest rate of 11.345% was rolled up through April 28, 2011. Effective as of April 28, 2011, RPM assumed all of the rights and obligations of SCB and Rand Merchant Bank under the 2009 Senior Debt
Facility.



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The total amount of the interest payable on the notional amount of the 2009 Senior Debt Facility
of $50.7 million (ZAR500 million) draw down on July 1, 2009 was hedged with effect from July 1, 2009 until July 31, 2012.

On September 28, 2012, the full outstanding amount under the OCSF (Section 3.6.1 OCSF above) was repaid and consolidated into the 2009
Senior Debt Facility. Post consolidation, a total of $53.2 million (ZAR525.2 million) at September 30, 2012 remained available under the 2009 Senior Debt Facility (as at the close of Phase One of the Restructure Plan). Refer to Section 3.9
 the Restructure Plan for more information with respect to Phase One of the Restructure Plan.

As part of Phase
Two of the Restructure Plan, Anglo American Platinum made additional facilities available to the Company to finance its pro rata share of the Bokoni Mine operations going forward under the New Senior Facilities Agreement signed on March 27,
2013. The Company was not entitled to draw down amounts under the New Senior Facilities Agreement until, amongst other things, the conditions precedent to such draw downs were met (these conditions precedent were met on December 12, 2013).

Due to the delay in closing of Phase Two of the Restructure Plan, and the fact that the Company required funding prior to the New Senior
Facilities Agreement becoming effective on December 13, 2013, the parties agreed to increase the amount available for draw down under the 2009 Senior Debt Facility by $21.8 million (ZAR215.7 million). The Amendment Agreement effecting this
increase was signed on May 28, 2013.

A principal amount of $73.5 million (ZAR725.8 million) was drawn down on the 2009 Senior Debt
Facility in the period from September 30, 2012 (the closing of Phase One of the Restructure Plan) to December 13, 2013, (the date on which the New Senior Facilities Agreement became effective) which was added to the contractual amount
outstanding under the 2009 Senior Debt Facility. In addition, during this period contractual interest of $8.7 million (ZAR81.6 million) was incurred resulting in a contractual balance of $221.7 million (ZAR2,188.8 million) being owed as at
December 13, 2013 between Plateau and RPM. On December 13, 2013 with the implementation of Phase Two of the Restructure Plan, the 2009 Senior Debt Facility was converted to the New Senior Facilities Agreement and one of the implementation steps
was to make a repayment under the 2009 Senior Debt Facility by drawing down on the New Senior Facilities Agreement, to give effect to the revised terms of the facility. On December 13, 2013, the 2009 Senior Debt Facility ceased to exist.

RPM subscribed for additional shares in Bokoni Holdco to the value of $196.5 million (ZAR1,939.4 million). Bokoni Holdco utilised these funds
to repay the debt outstanding between Bokoni Holdco and RPM of $196.5 million (ZAR1,939.4 million) on December 13, 2013.

The
commencement of re-payments under the 2009 Senior Debt Facility was deferred by one year from January 31, 2013, to January 31, 2014. When the New Senior Facilities Agreement came into effect on December 13, 2013, the 2009 Senior Debt
Facility was no longer available to the Company and is described herein for historical purposes only.

3.6.3. Vendor Finance Facility

On July 1, 2009, RPM provided a vendor finance facility to Plateau consisting of a cash component, the A Preference Share
Facility of $121.6 million (ZAR1.2 billion) and a share settled component (the Share-Settled Financing) amounting to $111.4 million (ZAR1.1 billion). Refer to ITEM 4, Section 3.9 - the Restructure Plan for
details of the repayment of these facilities.

3.6.3.1 Cash component - A Preference Share Facility

As part of the acquisition of the Bokoni Transaction, RPM subscribed for cumulative redeemable preference shares in the capital of Plateau (the
Plateau Preferred A Shares) for an aggregate sum of $121.6 million (ZAR1.2 billion) (the A Preference Share Facility). These shares were cumulative mandatory redeemable shares which attract a fixed
annual cumulative dividend of 12% (fixed quarterly cumulative dividend 11.49%). Atlatsa was obligated to redeem the outstanding amount, including undeclared dividends which should have been declared within six years of issue (July 1, 2015), to the
extent that Atlatsa was in the position to redeem such Plateau Preferred A Shares. Any Plateau Preferred A Shares not redeemed in six years (at July 1, 2015) would automatically roll over and be finally redeemed nine
years after issue (at July 1, 2018).

During the three year period prior to the initial maturity date (between July 1, 2012 and
July 1, 2015), Plateau was required to undertake a mandatory debt refinancing and use 100% of such external funding raised to settle the following amounts owing by Plateau to RPM at such time, in the following order: (i) any outstanding
amounts owing to RPM in respect of the Standby Loan Facility; (ii) any outstanding amounts owing to RPM in respect of the OCSF and (iii) any amount owing to RPM in respect of the A Preference Share Facility. The required
refinancing took place pursuant to Phase One of the Restructure Plan and the A Preference Share Facility was redeemed and repaid in full on September 28, 2012.

The A Preference Share Facility is no longer available to the Company and is described herein for historical purposes only.

Refer to ITEM 4, Section 3.9 - the Restructure Plan for a discussion of the impact of the Restructure Plan on
this facility.



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3.6.3.2. Share Settled Financing  The B preference shares

Pursuant to the Share Settled Financing, Atlatsa Holdings, the majority shareholder of Atlatsa, established a wholly owned subsidiary, Pelawan
SPV, and transferred 56,691,303 Atlatsa Common Shares to the Pelawan SPV. RPM subscribed for convertible preferred shares in the capital of the Pelawan SPV (the SPV Preferred Shares) for an aggregate sum of $111.4 million (ZAR1.1
billion). Atlatsa Holdings encumbered its shareholding in the Pelawan SPV in favour of RPM as security for the obligations of the Pelawan SPV pursuant to the SPV Preferred Shares.

The Pelawan SPV subscribed for two different classes of convertible class B preferred shares (the B Preference Shares) in
Plateau for $111.4 million (ZAR1.1 billion), each such class being convertible into ordinary shares in the capital of Plateau (Plateau Ordinary Shares) and entitling the holder of the Plateau Ordinary Shares to a special dividend in
cash, which, upon receipt, would immediately be used to subscribe for additional Plateau Ordinary Shares. The B Preference Shares were zero coupon shares and carried no rights to preference dividends.

Pursuant to the agreement between the Pelawan SPV and Atlatsa (the Exchange Agreement), upon Plateau issuing Plateau Ordinary
Shares to the Pelawan SPV, Atlatsa would take delivery of all Plateau Ordinary Shares held by the Pelawan SPV and, in consideration thereof, issue to the Pelawan SPV such number of Atlatsa Common Shares that would have a value equal to the value of
such Plateau Ordinary Shares. The total number of Atlatsa Common Shares to be issued on implementation of the Share-Settled Financing arrangement was 227.4 million Atlatsa Common Shares.

The SPV Preferred Shares were convertible in one or more tranches into ordinary shares in the capital of the Pelawan SPV (SPV Ordinary
Shares) immediately upon demand by RPM, upon the earlier of (i) the date of receipt by the Pelawan SPV of a conversion notice from RPM and (ii) July 1, 2018. The Pelawan SPV received a conversion notice from RPM on
January 7, 2014. On January 14, 2014; RPM was issued a special dividend in cash, which RPM immediately used to subscribe for SPV Ordinary Shares. On January 14, 2014; Pelawan SPV converted the SPV Preferred Shares to SPV Ordinary
Shares and RPM subscribed for additional SPV Ordinary Shares as a result of the special dividend. Pelawan SPV immediately undertook a share buyback of all SPV Ordinary Shares held by RPM and settled the buyback consideration by delivering to RPM
115.8 million common shares in the Company. On January 29, 2014 RPM sold these 115.8 million common shares in the Company to Atlatsa Holdings in trust for the Pelawan Trust.

111.6 million common shares in the Company were issued to Pelawan SPV pursuant to the Exchange Agreement and were subsequently
transferred to Atlatsa Holdings in trust for the Pelawan Trust. Such common shares are subject to a lock-in that prevents Pelawan SPV and Atlatsa Holdings from disposing of such shareholding for so long as Atlatsa Holdings is required to maintain a
minimum 51% shareholding in Atlatsa (at present the contractual lock up provision for Atlatsa Holdings on all of its Atlatsa common shares remains in place up to January 1, 2015).

The final result of the Share Settled Financing is that as of January 14, 2014: (i) RPM funded a payment of $111.4 million (ZAR1.1
billion) to Plateau and RPM received a total of 115.8 million common shares in the Company; (ii) RPM sold its 115.8 million shares to Atlatsa Holdings; (iii) Atlatsa Holdings received an additional 111.6 million common
shares in the Company from Pelawan SPV; and (iv) Atlatsa Holdings increased their shareholding in the Company to 62%.

The Share
Settled Financing is now complete and is described herein for historical purposes only. Refer to ITEM 4, Section 3.9 - the Restructure Plan for a discussion of the impact of the Restructure Plan on the B
Preference Shares whereby RPM converted its B Preference Shares in accordance with their terms and upon such conversion, and sold the resulting 115.8 million Atlatsa Common Shares to Atlatsa Holdings.

3.6.4. Standby Loan facility

On
July 1, 2009, Anglo American Platinum has made available to Plateau the Standby Loan Facility of an amount equal to 29% of Bokoni cash flows, which Plateau may use to fund any cash flow shortfalls that may arise in Plateau funding any repayment
obligations it may have under the 2009 Senior Debt Facility during its term. The Standby Loan Facility will bear interest at the prime rate of interest in South Africa (currently 8.5%). As at December 13, 2013, with completion of the 2009
Senior Debt facility, the Standby Loan facility also came to a close.

3.7 Security

The 2009 Senior Debt Facility and now replaced by the New Senior Facilities Agreement is secured through various security instruments,
guarantees and undertakings provided by Atlatsa against 51% of the cash flows generated by Bokoni, together with 51% of Bokonis asset base.



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3.8 Share Ownership Trusts

The purpose of the Bokoni Platinum Mine ESOP Trust and the Atlatsa Community Participation Trust (the Share Ownership Trusts) is to
provide the employees of Bokoni Mine and the members of the communities affected by Atlatsas operations, respectively, with the opportunity to participate in, and benefit from, Atlatsas success.

On July 1, 2009, Anglo American Platinum donated $10.5 million (ZAR103.8 million) to the Atlatsa Community Participation Trust, of which
$7.5 million (ZAR73.6 million) was used to subscribe for 9,799,505 common shares of Atlatsa. The balance of Anglo American Platinums contribution will be used to assist the communities impacted by Bokoni Mine over the forthcoming periods. As
per the requirement of IFRS 10, we have considered the purpose and objective of the trust, and it is the Groups view that the control, decision making power and majority of the risks and benefits does not reside with Atlatsa nor does it
constitute joint control and as such the Company does not consolidate the trust.

Anglo American Platinum contributed an amount of $4.6
million (ZAR45.6 million) to the Bokoni Platinum Mine ESOP Trust (ESOP Trust) to facilitate its establishment, and approximately $3.4 million (ZAR33.8 million) of this amount was utilized by the ESOP Trust to subscribe for 4,497,062
common shares of Atlatsa. The ESOP Trust is consolidated by Atlatsa.

The Share Ownership Trusts subscribed for the common shares at a
subscription price equal to $1.11, being the closing price of the common shares on the TSX-V on June 12, 2009, the day prior to the announcement of the revised Bokoni Transaction terms. As a result of the subscription by the Share Ownership
Trusts, Atlatsa received proceeds of approximately $10.9 million (ZAR108 million). The Share Ownership Trusts hold the common shares along with other investments for the purpose of making distributions to their beneficiaries in accordance with their
governing trust deeds.

3.9 Restructure Plan

On February 2, 2012; the Company and Anglo American Platinum announced that the parties had concluded a term sheet comprising the first
iteration of the Restructure Plan.

Subsequent to announcing the material terms of the Restructure Plan in February 2012, the Company
announced that it, together with Anglo American Platinum and the management of Bokoni; had undertaken a strategic review of the Bokoni Mine operations in order to assess the optimal operating and financial plan for the Bokoni Mine going forward.

Phase One

On September 28,
2012, the Company announced that it, together with Anglo American Platinum, had completed Phase One of the Restructure Plan, whereby the Company consolidated its 2009 Senior Debt Facility, the OCSF and A Preference Share Facility, such
that the OCSF and the A Preference Share Facility were repaid in full and the Company lowered its cost of borrowing.

In Phase
One of the Restructure Plan, the 2009 Senior Debt Facility was amended to increase the total amount available under the facility, and this additional amount was utilized to repay the amounts owed to RPM under the OCSF (Refer to Section 3.6.1
OCSF above) and to redeem the existing A Preference Share Facility (refer to Section 3.6.3.1 Cash component - A Preference Share Facility). These transactions resulted in all outstanding debt owing to RPM
as at that date being consolidated into one single facility on terms and conditions agreed between the parties, including an interest rate adjustment, which lowered the Companys cost of borrowing from an effective annual cash flow interest
rate of 12.31% (prior to implementation of Phase One) to a current interest rate of 5.98% (this rate is linked to JIBAR, which was 5.22% at December 31, 2013) compared to 6.27% at the end of Fiscal 2012. A fair value adjustment was recorded on
the 2009 Senior Debt Facility. Refer below for more detail.

Certain of the transactions completed as part of Phase One of the Restructure
Plan are related party transactions pursuant to Multilateral Instrument 61-101  Protection of Minority Securityholders Interest in Special Transactions. Readers are referred to the Material Change report of the Company dated
September 27, 2012, for more information regarding the related party aspects of Phase One, including details of exemptions from valuation and shareholder approval requirements relied on by Atlatsa.

When a transaction is with a shareholder at terms and conditions that would not be expected from a third party, it is clear that either the
company or the shareholder obtained a benefit because of the shareholder relationship. This benefit is recognised directly in equity. In respect of loans with shareholders, the difference between the loan received and the amount recognised at fair
value on initial recognition, is recognised as a fair value gain or loss directly in equity. In respect of loans with shareholders, the difference between the loan settled and the amount recognized at fair value on settlement date, is recognised as
a fair value gain or loss directly in equity.Pursuant to Phase One of the Restructure Plan, the OCSF payable to RPM was repaid in full on September 28, 2012 through consolidation into the 2009 Senior Debt Facility, such that the principal
amount outstanding under the OCSF as at September 28, 2012 was $0. Under the increased 2009 Senior Debt Facility, if funds are requested by Bokoni (and authorized by Bokoni Holdco), RPM shall advance such funds directly to Bokoni.

After the consolidation of the balance outstanding under the OCSF into the 2009 Senior Debt Facility, a portion of the available balance under
the 2009 Senior Debt Facility continued to represent a facility available to the Company under the terms of the OCSF. Such portion of the 2009 Senior Debt Facility was $53.8 million (ZAR525.2 million) at September 30, 2012 (as at the close of
Phase One.)



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Fair Value adjustments on loans and borrowings:

The Company has recognised a fair value gain of $48 million in its Consolidated Statement of Comprehensive Income for Fiscal 2013, compared to
a fair value gain of $90.6 million for Fiscal 2012. The non-controlling interest referred to in the Consolidated Statements of Changes in Equity and in the Consolidated Statement of Financial Position, includes a fair value gain on fair valuing the
outstanding debt between Bokoni Holdco and RPM of $127.8 million for Fiscal 2012, and a fair value loss of ($98.9 million) as a result of settling the debt between Bokoni Holdco and RPM, for Fiscal 2013.

As a result of the debt consolidation and associated interest rate adjustment, which took place on the completion of Phase One of the
Restructure Plan on September 28, 2012, the Company derecognised its historical debt and recognised the new consolidated 2009 Senior Debt Facility which required the debt to be classified at fair value which gave rise to fair value adjustments
required to be recorded. On December 13, 2013; the 2009 Senior Debt Facility was replaced by the New Senior Facilities Agreement between RPM and Plateau, which also gave rise to fair value adjustments as the terms have changed significantly
from the 2009 Senior Debt Facility. The fair value adjustment results from the Companys new cost of borrowing under the consolidated 2009 Senior Debt Facility and the New Senior Facilities Agreement being more favourable when compared to a
market related cost of borrowing available to the Company.

The debt between Bokoni Holdco and RPM was settled on December 13, 2013,
subsequent to the acquisition of additional shares by RPM in Bokoni Holdco. This resulted in a fair value loss as the contractual debt that was settled was greater than the fair value of the debt at the time.

Phase Two

On March 27, 2013,
the Company announced the execution of definitive agreements for Phase Two of the Restructure Plan which included the disposal of certain mineral properties representing undeveloped estimated PGM resources to RPM and the recapitalization and
refinancing of Atlatsa and the Bokoni Group, together with an undertaking to accelerate production growth at the Bokoni Mine. The first part of Phase Two was completed on December 13, 2013 and the remainder of the Phase Two transactions were
completed on January 31, 2014.

Certain of the transactions completed as part of Phase Two of the Restructure Plan are related
party transactions pursuant to Multilateral Instrument 61-101  Protection of Minority Securityholders Interest in Special Transactions. Readers are referred to the management information circular (as filed on SEDAR on May 31, 2013)
of the Company dated May 28, 2013, for more information regarding the related party aspects of Phase Two, including details of formal valuations obtained by Atlatsa. Included in the information circular, are details of Minxcon (an independent
valuator) as well as PSG (in relation to a fairness opinion over the Restructure Plan). The following was noted in terms of the valuations of the mineral properties to be sold in Phase Two:

Minxcon is of the opinion that, as of 27 February 2013, the fair market value of the assets of the Boikgantsho Project is estimated to
be between $91.4 million (ZAR902 million) and $97.2 million (ZAR960 million). The Boikgantsho Asset Sale Agreement provides that Boikgantsho will sell and RPM will purchase the assets of the Boikgantsho Project for $96.2 million (ZAR950 million),
which is within the range of the fair market values of the Boikgantsho Project as set out in the Boikgantsho Valuation.Management received disinterested Shareholder approval for Phase Two of the Restructure Plan, on June 28, 2013.

As part of Phase Two of the Restructure Plan, under the New Senior Facilities Agreement signed on March 27, 2013, Anglo American Platinum
agreed to make additional facilities available to the Company, after the 2009 Senior Debt had been fully utilised by the Company to finance its pro rata share of the Bokoni Mine going forward. The Company was not entitled to draw down amounts under
the New Senior Facilities Agreement until, amongst other things, the conditions precedent to such draw downs were met (these conditions precedent were met on December 12, 2013).

Due to this delay in closing the Restructure Plan, and the fact that the Company required additional funding prior to the date the New Senior
Facilities Agreement became available to the Company (i.e. December 13, 2013), the parties agreed to increase the amount available for draw down under the 2009 Senior Debt Facility by $21.8 million (ZAR215.7 million). An agreement effecting
this increase was signed on May 28, 2013 (the Amending Agreement).

In addition to the facilities provided, RPM agreed to
fund Bokoni with an advance on the Purchase of Concentrate revenue on the sale of concentrate made to RPM with an interest rate of JIBAR plus 1.41% per annum, from November 1, 2013 to November 30, 2014. This agreement was extended to
March 31, 2015. This agreement is as a result of the facilities under the New Senior Facilities Agreement not being sufficient to meet the cash requirement of Bokoni Mine because of the delay in finalising the Restructure Plan. Refer to
Section 3.9.3 - Advance on the Purchase of Concentrate Revenue.

The final conditions precedent for the completion of Phase
Two of the Restructure Plan was obtained on December 12, 2013.

On December 13, 2013; the following transactions forming part of
Phase Two of the Restructure Plan were completed:



| |  |  | the sale and transfer of the Companys interest in the Boikgantsho Project and the Eastern section of the Ga-Phasha Project to RPM for a net
consideration of $172.2 million (ZAR1,700.0 million). For accounting purposes this sale gave rise to gains of $171.1 million that is reported as Other income in the Consolidated Statement of Comprehensive Income (also refer to note 35 in
the audited annual financial statements for Fiscal 2013);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the purchase consideration payable for the sale of the Boikgantsho Project was paid to the Company on December 13, 2013, excluding an amount
of $2.9 million (ZAR29.0 million) in respect of the Boikgantsho Project information which is payable on the date of execution of the notarial deed of extension of the RPM Mining Right to include the Boikgantsho Prospecting Rights. The proceeds of
$169.3 million (ZAR1,671 million) were used to reduce the outstanding debt to RPM;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RPM subscribed for additional shares in Bokoni Holdco to the value of $196.5 million (ZAR1,939.4 million). Bokoni Holdco utilised these funds to
repay the debt outstanding between Bokoni Holdco and RPM of $196.5 million (ZAR1,939.4 million);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Plateau also subscribed for additional shares as part of the funding between Plateau and Bokoni Holdco, and as such Plateaus interest in
Bokoni Holdco has not been diluted. This is transaction is eliminated for Group consolidation purposes;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 2009 Senior Debt Facility was repaid in full (refer to Section 1.4  Debt Arrangements  1.4.1. - 2009 Senior Debt
Facility) and the New Senior Facilities Agreement between Plateau and RPM as signed on March 27, 2013 was made effective. The amount available under the New Senior Facilities Agreement is $233 million (ZAR2,300 million) of which $225.5
million (ZAR2,225.7 million), including interest was utilized by year-end. Refer to Section 3.9.1.New Senior Facilities Agreement;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Plateau also entered into the Working Capital Facility of $9.1 million (ZAR90 million) with RPM to fund Atlatsas corporate and administrative
expenses through to the end of 2015 of which $3.0 million (ZAR30 million) was utilised at year-end (Refer to Section 3.9.2Working Capital Facility);and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Concentrate Agreement (as described in Section 1.7  Operations  1.7.1. Bokoni Mine, under the sub-heading Sale of
Concentrate) was extended until 2020.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

In January 2014; Phase Two of the Restructure Plan was finalized by
completing the following (refer to note 37 of the audited annual financial statements for Fiscal 2013 for the Events after the reporting date information):



| |  |  | Pelawan SPV converted all of its B Preference Shares in Plateau into 227.4 million common shares in the Company on
January 14, 2014; RPM in turn converted its B Preference shares in Pelawan SPV for 115.8 million of the 227.4 million Atlatsa shares;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 29, 2014, Atlatsa Holdings, the Companys majority shareholder acquired the 115.8 million common shares in the Company
from RPM on a vendor financed basis, which resulted in Atlatsa Holdings owing $46.9 million (ZAR463.2 million) to RPM, to be repaid in stages by December 31, 2020 (the Atlatsa Holdings Vendor Finance Loan);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RPM subscribed for 125 million common shares of the Company on January 31, 2014, for $76 million (ZAR750 million), which proceeds were
used to repay a portion of the Companys outstanding debt to RPM. This reduced the facility available under the New Senior Facilities Agreement to $157 million (ZAR1,550 million); and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Atlatsa Holdings provided security to RPM in relation to the Atlatsa Holdings Vendor Finance Loan by way of a pledge and cession of its entire
shareholding in Atlatsa, which shares remain subject to a lock-in arrangement through to 2020. Should Atlatsa Holdings be unable to meet its minimum repayment commitments under the Atlatsa Holdings Vendor Finance Loan between 2018 to 2020, Atlatsa
will have a discretionary right, with no obligation, to step in and remedy such obligation in order to protect its BEE shareholding status, subject to commercial terms being agreed between Atlatsa Holdings and Atlatsa for that purpose and receipt of
the necessary regulatory and shareholder approvals.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On February 1, 2014, after completion of Phase Two of the
Restructure Plan; Atlatsa had an outstanding share capital of 554,288,473 common shares.

For additional information on the Restructure
Plan refer to the press releases of Atlatsa dated February 2, 2012, March 15, 2012, March 30, 2012, May 3, 2012, June 15, 2012, July 26, 2012, September 7,
2012, September 27, 2012, October 2, 2012, October 22, 2012, December 3, 2012, January 21, 2013, March 27, 2013, March 28, 2013, April 5, 2013, July 2,
2013, August 20, 2013, August 29, 2013,October 7, 2013, October 8, 2013, October 31, 2013, December 12, 2013, December 18, 2013, January 16, 2014 and February 3, 2014 as well
as the material change reports filed on February 13, 2012, September 27, 2012 and April 8, 2013 all of which are available on SEDAR www.sedar.com.



39



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##### Table of Contents

The following new debt facilities were the result of the Restructure Plan:

3.9.1. New Senior Facilities Agreement

Pursuant to Phase Two of the Restructure Plan, the balance under the 2009 Senior Debt Facility as at December 13, 2013 was $221.7 million
(ZAR2,188.8 million) between Plateau and RPM after repaying $169.3 million (ZAR1,671 million) of the 2009 Senior Debt Facility received from the sale of the Eastern Ga-Phasha Project and the Boikgantsho Project. On December 13, 2013 with the
implementation of Phase Two of the Restructure Plan, the 2009 Senior Debt Facility was converted to the New Senior Facilities Agreement and one of the implementation steps was to make a repayment of $221.7 million (ZAR2,188.8 million) under the 2009
Senior Debt Facility by drawing down on the New Senior Facilities Agreement, to give effect to the revised terms of the facility. On December 13, 2013, the 2009 Senior Debt Facility was settled on December 13, 2013.

As at December 31, 2013, the total facility under the New Senior Facilities Agreement was $233.0 million (ZAR2,300.0 million). In the
event Plateau draws down on the facility available under New Senior Facilities Agreement to fund its 51% contribution to Bokoni Holdco, RPM has agreed to provide its 49% contribution to Bokoni Holdco as a shareholder loan to Bokoni Holdco.

In December 2013, Plateau drew down $3.4 million (ZAR33.6 million) on the New Senior Facilities Agreement, and RPM provided $3.5 million
(ZAR33.3 million) to Bokoni Holdco for utilisation by Ga-Phasha to settle the capital gains tax on the sale of the Eastern Ga-Phasha Project to RPM. This draw down by Plateau brought the total amount outstanding under the New Senior Facilities
Agreement, between Plateau and RPM, to $225.5 million (ZAR 2,225.7 million), including interest at year-end.

The total undrawn facility
between RPM and Plateau under the New Senior Facilities Agreement at December 31, 2013 was $7.5 million (ZAR74.3 million). In the event that Plateau draws down the $7.5 million (ZAR74.3 million) remaining to fund its 51% contribution to Bokoni
Holdco, RPM will fund its 49%, bringing the total available facility at December 31, 2013 to $14.8 million (ZAR145.7 million).

The
$3.5 million (ZAR33.3 million) provided to Bokoni Holdco by RPM was treated as a shareholders loan  refer to note 18 in the audited annual financial statements for Fiscal 2013. The treatment of this shareholders loan is to be
decided by the Board of Directors of Bokoni Holdco as per the Bokoni Holdco Shareholders Agreement. This loan bears no interest and no repayment terms.

With the proceeds of $76.0 million (ZAR750.0 million) from RPM for the subscription for 125 million common shares in the Company on
January 31, 2014 being utilised to reduce the debt between Plateau and RPM, the amount outstanding under the New Senior Facilities Agreement was reduced to $157.0 million (ZAR1,550.0 million).

The repayment terms of the New Senior Facilities Agreement include quarterly cash sweeps, when cash is available. Atlatsa will be required to
reduce the outstanding balance (including capitalised interest) under the New Senior Facilities Agreement to $101.3 million (ZAR1 billion) by December 31, 2018, and to $50.7 million (ZAR500.0 million) by December 31, 2019 and to zero by
December 31, 2020.

3.9.2. Working Capital Facility

On December 13, 2013, Plateau and RPM entered into a Working Capital Facility whereby RPM agreed to make a maximum of $3.0 million
(ZAR30.0 million) per year available to Atlatsa during each of 2013, 2014 and 2015 for an aggregate facility of $9.1 million (ZAR90.0 million), including capitalised interest to fund Atlatsas corporate and administrative expenses through to
2015.

Pursuant to the terms of the Working Capital Facility, interest will be charged on the outstanding amounts of the Working Capital
Facility at a three-month JIBAR plus 4% per annum. The balance of the Working Capital Facility cannot exceed $9.1 million (ZAR90.0 million) at any time. Atlatsa is prohibited from paying any dividends until the Working Capital Facility is fully
repaid. The Working Capital Facility is repayable in full by December 31, 2018.

Prior to implementation of Phase Two of the
Restructure Plan and as an interim measure pursuant to closing of the Restructure Plan, the parties agreed to a Transaction Cost Loan Agreement, as signed and implemented on May 28, 2013. A facility of $2.3 million (ZAR22.5 million)
was made available under the Transaction Cost Loan Agreement. The Amendment Agreement of $21.8 million (ZAR215.7 million), implemented on May 28, 2013 is inclusive of the $2.3 million (ZAR22.5 million) provided for under the Transaction Cost
Loan Agreement. This facility carried interest at the Prime Rate plus 5%.

As at September 30, 2013; a draw down of $0.7 million
(ZAR7.0 million) was made under the Transaction Cost Loan Agreement. On December 13, 2013 Plateau drew down $3.0 million (ZAR29.9 million) on the Working Capital Facility and repaid the drawn down amount on the Transaction Cost Loan Agreement
amount of $0.7 million (ZAR7.2 million) including interest. Interest of $14,511 (ZAR143,249) was incurred on the Working Capital Facility at December 31, 2013.



40



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##### Table of Contents

During March 2014, an agreement was entered into with RPM whereby, in the event Bokoni Mine
requires additional cash resources in the period from 1 April 2014 until 31 March 2015, the undrawn facility from the $9.1 million (ZAR90.0 million) Working Capital Facility in place for corporate and administration costs, would be made
available.

3.9.3. Purchase of Concentrate Advance (Advance)

In addition to the facilities provided, RPM agreed to fund the Bokoni Mine with an Advance on the sale of concentrate made to RPM at an
interest rate of JIBAR plus 1.41% per annum, from November 1, 2013 to November 30, 2014.

The agreement with RPM provides
that RPM may advance funds to Bokoni up to an amount of the lower of 90% of an advance on revenue for the preceding two months and $36.5 million (ZAR360.0 million), provided that the amount advanced shall not exceed the actual cash requirements for
that month. This agreement was renegotiated in March 2014 to provide that RPM may advance funds to Bokoni up to an amount of the lower of 95% of an advance on revenue for the preceding two months and $48.1 million (ZAR475.0 million), provided that
the amount advanced shall not exceed the actual cash requirements for that month of Bokoni Mine and was extended to 31 March 2015.

On October 23, 2013, an Advance of $2.5 million (ZAR24.5 million) was made against the revenue received in December
2013.On December 17, 2013, an Advance of $6.2 million (ZAR61.0 million) was made against Decembers concentrate that will be recovered as part of revenue received from RPM in February 2014.

Also refer to Section 1.12  Liquidity, under the sub-heading Going Concern in the MD&A
for details on how the Advance will be utilised as well as note 2 in the audited annual financial statements for Fiscal 2013.

3.10 Illegal Strike
action at Bokoni Mine in Q4 2012;

On October 1, 2012, employees at the Bokoni Mine embarked on illegal and unprotected strike action.

All strike shifts were treated as NO WORK NO PAY shifts at the Bokoni Mine.

All striking employees (approximately 2300) were dismissed on November 8, 2012.

Further to interventions from Community leaders and other interested or affected parties, dismissed employees were provided with an
opportunity to be re-instated if they returned to work by December 7, 2012.

A final return to work agreement was reached with the
three recognised unions at Bokoni Mine (NUM, UASA and TAWUSA) for employees to return to work based on the following:



| |  |  | re-instatement of dismissed employees,
| | - |  | --------------------------------------



| |  |  | $202.6 (ZAR2,000) signing bonus payment per employee; and
| | - |  | ---------------------------------------------------------



| |  |  | implementation of a $40.52 (ZAR400) monthly travelling allowance to qualifying employees.
| | - |  | -----------------------------------------------------------------------------------------

Employees were re-instated on December 7, 2012.

A summary of financial losses incurred due to the illegal strike action are as follows:



| |  |  | damage to property and assets  $1.0 million (ZAR9.4 million); additional costs incurred such as legal fees, security costs and overtime for
essential services amounting to $2.7 million (ZAR27.1 million);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Company estimated that Bokoni Mine lost approximately 35,500 PGM oz (4E) of production in Q4 2012.
| | - |  | ------------------------------------------------------------------------------------------------------

An insurance claim for recovery of certain actual losses incurred as a result of the illegal strike action has been lodged with SASRIA (South
African Special Risk Insurance Association) in accordance with the Companys insurance policy.

Given the level of intimidation and
threats of violence by persons engaging in the illegal strike, the Bokoni Mine had been unable to resume normal operations and there had been no operating activity at the Bokoni Mine between October 1, 2012 through to December 7, 2012,
other than essential services which were conducted throughout the strike period.

The financial and operational implications of the
illegal strike had a negative impact on the Companys operational and financial performance for Q4 2012, and was taken into consideration between Anglo American Platinum and the Company in their final analysis of Phase Two of the Companys
Restructure Plan.



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##### Table of Contents

|4.B. | Business Overview
|---- | -----------------

4.
Atlatsas Business Strategy and Principal Activities

4.1. Principal Activities

Atlatsa is engaged in mining, exploration and development of mineral deposits located in the BIC, South Africa. The BIC is the worlds
largest platinum producing geological region, producing in excess of 75% of annual primary platinum supply to international markets.

The
major market for PGMs remains the automotive sector where varied combinations of platinum, palladium and rhodium are used in autocatalytic converters which reduce the effects of harmful emissions generated by automobiles.

Despite certain signs of economic recovery in European economies, particularly Germany, platinum demand for autocatalytic converter usage in
the key diesel engine dominated sector remains weak, when compared to peak demand levels last seen in 2007. Notwithstanding subdued European economic conditions, there continues to be some encouraging signs of growth and manufacturing recoveries in
the United States and Chinese economies, particularly in the United States automobile sector, where passenger car sales are showing strong growth recoveries and China, where platinum jewellery demand continues to grow on an annual basis. Recent
policy and legislative initiatives in China in an effort to improve air pollution conditions, including emission control legislation for automobiles, together with recent speculation surrounding the introduction of hydrogen fuel cell powered motor
vehicles being introduced by various motor manufacturers, are encouraging signs for potential demand stimulus in the PGM sector going forward.

Atlatsa derives its revenues from PGM production through the sale of metal-in-concentrate produced at the Bokoni Mine to RPM in terms of a
dedicated concentrate sale agreement. The Bokoni Mine produces a metal-in-concentrate, all of which is sold to RPM pursuant to the Concentrate Agreement. The Concentrate Agreement has an initial five year term to July 1, 2014 and Plateau has
the right to extend the Concentrate Agreement for a further five year term to July 1, 2019. Refer to ITEM 4, Section 3.9 - the Restructure Plan for details of the joint announcement by Atlatsa and Anglo American
Platinum released February 2, 2012 which includes, amongst others, the proposed extension of the Concentrate Agreement through to 2020 on the same terms and conditions. This extension of the Concentrate Agreement was signed on March 27,
2013. This metal-in-concentrate contains various payable metals, the most material of which are precious metals, being platinum, palladium, rhodium and gold, as well as base metals, containing copper and nickel. On delivery of the Bokoni Mine
metal-in-concentrate to Anglo American Platinum, metal assays are performed in order to assess metal content and Anglo American Platinum then pays Atlatsa for such metal-in-concentrate based on a formula relating to spot metal pricing, less smelting
and refining charges, as well as penalties (if applicable). Revenue from the sale of concentrate, which is Atlatsas sole revenue stream, for Fiscal 2013 was $195.6 million (ZAR1,828.2 million) compared to Fiscal 2012 was $117.6 million
(ZAR963.6 million) compared to Fiscal 2011 of $144.4 million (ZAR1,055.6 million).

There are three major PGM producers in South Africa
with smelting and refining capacity in South Africa, producing in excess of 80% of total PGM production from South Africa. The balance of production comes from smaller PGM producers, the majority of which produce and sell metal-in-concentrate to one
of the three major producers for smelting and refining in terms of an off-take agreement.

Underground mining operations in South Africa
are labour intensive with 60% of cash operational expenditure at the Bokoni Mine applied to labour. The Bokoni Mine has approximately 3,500 employees and approximately 2,300 contractors. The mine employees are represented by three labour unions and
wage negotiations are normally held every two years with a one to two year wage accord being agreed subsequent to such negotiations. A one year wage accord has been settled with the recognised labour unions at Bokoni for the 2013/2014 fiscal year,
with the agreement terminating in June 2014. Management will commence with negotiation for the subsequent period in Q2 2014.

The Company
believes that its relative competitiveness within the PGM sector remains poised to improve. The Company holds a relative advantage at its operations as its average reserve grade of 4.95 grams per tonne (g/t) (PGM) is greater than the
South African PGM grade average of 3.5 g/t. It also holds an advantage in respect of mining depth, as the Company mines at an average mining depth of approximately 300 metres below surface, while many other operations in South Africa are operating
at 1,000 metres below depth. The Company projects that the shallower mining depth and above average reserve grade will allow it to decrease unit cost production as it continues with its underground production ramp up between 2014 to 2016. The Bokoni
Operations have delivered improved results in 2013 in almost all key metrics and it is envisage that these improvements will continue with the ramp up to a steady state production level of 160 000 tpm from underground sources over the next few
years.

4.2. Business Strategy

The Companys business strategy going forward is to optimise its business plan for the development of the Bokoni Mine on a cost effective
basis to generate maximum returns for its stakeholders on a responsible basis.



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##### Table of Contents

5. Mining and Exploration in South Africa

The South African mining sector has undergone a series of significant legislative changes in the past decade.

Atlatsa has been advised by the DMR that the Bokoni Group has received conversion of all of its mining rights, as well as its prospecting
rights into new order rights. A new order mining right is a limited real right that may be enforced against third parties and once granted the South African government has a limited power to interfere in the right. Failure to respect to
such a right could give rise to criminal liability, a civil claim for damages or an administrative justice action.

5.1 The Royalty Act

The South African government has enacted the Mineral and Petroleum Resources Royalty Act, 2008 (Act no. 28 of 2008) (Royalty Act),
which imposes a royalty payable to the South African government by business based upon financial profits made through the transfer of mineral resources. The legislation was passed on November 17, 2008 and came into operation on March 1,
2010.

As a result of the legislation resulting from this Royalty Act, a royalty will be levied for the benefit of the National Revenue
Fund of the government of the Republic of South Africa. The amount levied is based on a percentage calculated by a formula, up to a maximum of 5% on gross sales of refined mineral resources and 7% on gross sales of unrefined mineral resources.

The ultimate royalty to be charged is formula-based, varying according to the profitability of mining operations. As the Bokoni Mine produces
metal-in-concentrate (unrefined mineral resources) the minimum royalty payable with effect from March 1, 2010 is 0.5% of gross sales and the maximum royalty payable is 7% of gross sales, based on the following formula:

Royalty percentage payable on gross sales of unrefined metal produced = 0.5 + [(Earnings Before Interest and Tax (EBIT) x 9)/gross
sales]. The calculated royalty tax percentage for Bokoni Mine was the minimum percentage of 0.5% (2012: 0.5%).

The percentage cannot be
less than 0.5%.

The royalty is accounted for on a monthly basis in the accounting records of Bokoni.

The payments in respect of the royalty are due in three intervals:



| |  |  | six months into the financial year (June 30) calculation based on actual and estimated figures, and a first provisional payment based on
this;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | twelve months into the financial year (December 31)  calculation based on actual and estimated figures, and a second provisional payment
based on this; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | six months after the financial year (June 30)  true up calculation done, and a final payment.
| | - |  | ----------------------------------------------------------------------------------------------

The Fiscal 2013 calculated royalty tax percentage for Bokoni was the minimum percentage of 0.5% (0.5% for Fiscal 2012), and the resulting
royalty expense for Fiscal 2013 amounted to $0.9 million ($0.5 million for Fiscal 2012).

5.2 Other

The Company concluded a number of agreements with respect to services at the Bokoni Mine with RPM, a wholly owned subsidiary of Anglo American
Platinum and 49% shareholder in Bokoni Holdco, on March 27, 2008. These agreements were amended on May 13, 2009 and include a limited off-take agreement whereby the Bokoni Mine sells the concentrate produced at the mine to RPM at market
related prices.

Pursuant to the terms of various shared services agreements, the Anglo American plc group of companies are currently
providing certain operational services to the Bokoni Mine at a cost that is no greater than the costs charged to any other Anglo American plc company for the same or similar services. Refer to ITEM 4, Section 3.9 - the Restructure
Plan for proposed operational arrangement.

The Bokoni Mine has approximately 5,000 employees (including approximately
1,600 contractors), including approximately 9 of who may be considered senior management.

Information on mineral rights and prospecting
and mining permits is provided in ITEM 4.D. Property, Plants and Equipment.



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##### Table of Contents

|4.C. | Organizational Structure
|---- | ------------------------

Below is a list of the Companys subsidiaries.



|                                                            |  |                         |  |  |                                |   |  |  |                                |  
|----------------------------------------------------------- |  | ----------------------- |  |  | ------------------------------ | - |  |  | ------------------------------ | -
|Company                                                     |  | Country ofIncorporation |  |  |                                |   |  | 
|                                                            |  | 2013                    |  |  | 2012                           |  
|N1C Resources Incorporation                                 |  | Cayman Islands          |  |  | 100                            | % |  |  | 100                            | %
|N2C Resources Incorporation *                               |  | Cayman Islands          |  |  | 100                            | % |  |  | 100                            | %
|Plateau Resources Proprietary Limited * @                   |  | South Africa            |  |  | 100                            | % |  |  | 100                            | %
|Bokoni Holdings Proprietary Limited *                       |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|Bokoni Mine Proprietary Limited *                           |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|Boikgantsho Proprietary Limited *                           |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|Kwanda Proprietary Limited *                                |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|Ga-Phasha Proprietary Limited *                             |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|Lebowa Platinum Mine Limited * #                            |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|Middlepunt Hill Management Services Proprietary Limited * # |  | South Africa            |  |  | 51                             | % |  |  | 51                             | %
|                                                            |  |                         | 
|The following are the structured entities in the group:     |  |                         |  |  |                                |   |  |  |                                |  
|                                                            |  |                         | 
|Bokoni Platinum Mine ESOP trust                             |  | South Africa            |  |  | Consolidatedstructuredentity   |   |  |  | Consolidatedstructuredentity   |  
|Bokoni Rehabilitation Trust                                 |  | South Africa            |  |  | Consolidatedstructuredentity   |   |  |  | Consolidatedstructuredentity   |  
|Bokoni Platinum Mine Community Trust**                      |  | South Africa            |  |  | Unconsolidatedstructuredentity |   |  |  | Unconsolidatedstructuredentity |  



|*- | Indirectly held
|-- | ---------------

|** | The Atlatsa group provided the funding through Bokoni Mine to construct the trust and purchase shares in Atlatsa, but is not required to provide
any further financial support to this entity. The purpose of the Trust is to facilitate a SBP arrangement on behalf of the group. Atlatsa has the right to appoint one trustee, who has the right to reject any decision made by the other trustees.
Atlatsa therefore has power of the trust.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Atlatsa Group has power over the trust, as the sole trustee is a director of Atlatsa. All the cash resources kept by the trust is on behalf of
Atlatsa, to be later utilised against any rehabilitation and decommissioning incurred.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | As per the requirements of IFRS 10, we have considered the purpose and objective of the trust, and the Group has concluded that the power over the
investee, exposure or rights to variable returns and the ability to use its power over the investee to affect the amount of the investors return does not reside with Atlatsa. This is due to Atlatsa having the right to appoint one trustee of
the trust, but do not have the deciding vote, Atlatsa has no interest in/or power over the operations of the trust. The Atlatsa group is also not required to provide any financial support to the trust.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#- | These entities are dormant
|-- | --------------------------

|@ - | As part of the conversion of the B Preference Shares on January 14, 2014; Atlatsa has a 53% direct holding in Plateau and a 47%
indirect holding through N2C Resources.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|4.D. | Property, Plants and Equipment
|---- | ------------------------------

Atlatsa holds interests in properties located in the Republic of South Africa in a geological province known as the Bushveld Complex, as shown
in Figure 1.

Figure 1. Location of the Bokoni Mine and Kwanda Properties



LOGO

6. Regional Geology

The Bushveld Complex was formed when a large igneous body was emplaced in the earths crust. As the magma slowly cooled, silicate,
sulphide, oxide and other minerals crystallized, forming texturally and mineralogically distinctive layers. During this process PGM, nickel and copper (usually occurring with, or as, sulphide minerals) became sufficiently enriched to form
mineralized horizons. As a result, the Bushveld Complex plays host to layered PGM deposits, usually with significant nickel and copper contents.

Many of the layers within the Complex, including the economically important horizons, are continuous over tens of kilometres. However, the
uniformity of the Merensky and UG2 horizons is disrupted in places by small circular depressions known as potholes.

In the Western and
Eastern Bushveld Complex, PGM mineralization is currently extracted from two main horizons within the layered sequence of intrusive rocks: the Merensky Reef and the UG2 chromitite (a layer consisting largely of the mineral chromite). The UG2 layer
lies below and essentially sub-parallel to the Merensky Reef but the two units are separated by 15 to 400 m of intervening layered intrusive rocks. The Merensky Reef is platinum rich relative to the UG2, where platinum and palladium occur in more or
less equal proportions. The UG2 typically contains significantly more rhodium than the Merensky Reef (i.e. 10% or more of total PGM in places). The Platreef occurs on the Northern Limb of the Complex. It is 100 to 250 m thick. The Platreef is
mineralogically similar to the Merensky Reef but its platinum palladium ratios, at ~1:1, are more like those in the UG2 horizon.



45



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##### Table of Contents

7. The Bokoni Mine

7.1. Location and Property Description

The Bokoni Mine is located in the Sekhukhuneland District of the Limpopo Province of South Africa, approximately 80 km southeast of Polokwane,
the provincial capital city, and approximately 330 km northeast of the city of Johannesburg. The area is serviced by a tarred road between Polokwane and Burgersfort. There is direct access along a service road from the Bokoni Mine to the main tarred
road.

The Bokoni Mine is an operating mine located on the north-eastern limb of the BIC. The mining operations consists of a vertical
shaft and three decline shaft systems to access underground mine development on the Merensky and UG2 Reef horizons as well as an opencast operation on the Merensky Reef.

The Mineral Resources and Mineral Reserves on the above properties are located within the Merensky and the UG2 reef horizons, which outcrop
and sub crop on these properties and underlie the properties, dipping from the east towards the west. The Measured and Indicated Resources are primarily located in the shallow areas above 650 m while the balance of the Mineral Resource is located in
the deeper areas below 650 m and is classified as inferred resources. Similarly, the majority of the Proven and Probable Reserves are located less than 650 m below the surface. Figure 2 illustrates the locations of the areas covered by the
mining licenses according to South African Surveyor Generals plans. Traditionally, South African mining rights are issued over complete properties (farms) or portions thereof.

7.2. Mineral Rights

The Bokoni
Mine property consists of two new order mining licenses covering an area of 19,123.16 hectares. With the implementation of the refinancing transaction that was completed in December 2013, the Bokoni mining right, LP30/5/1/2/2/59 MR was
amended to include two mineral properties Avoca 472 KS and Klipfontein 465 KS. The Bokoni Mine mining area, together with license numbers and expiry dates are presented in Table 1 below.

Table 1: Bokoni Mines Mining License Areas.



|                    |  |           |           |  |                     |  |         |                     |  |  |                        |  |  |                         |                                     |  |           |  |                   |  |  |              
|------------------- |  | --------- | --------- |  | ------------------- |  | ------- | ------------------- |  |  | ---------------------- |  |  | ----------------------- | ----------------------------------- |  | --------- |  | ----------------- |  |  | -------------
|Property            |  | Area (ha) |           |  | Old OrderLicenseNo. |  |         | OriginalExpiry Date |  |  | Date ConversionGranted |  |  | New Order LicenseNumber |                                     |  | Valid For
|Middelpunt 420 KS   |  |           | 10,206.30 |  |                     |  | 06/2003 |                     |  |  | 17/12/2025             |  |  |                         | 12/05/2008 AmendedDecember 11, 2013 |  |           |  | LP 30/5/1/2/59/MR |  |  | Up to 30years
|Diamand 422 KS      |  |           |           |  |                     | 
|Umkoanesstad 419 KS |  |           |           |  |                     | 
|Zeekkoegat 421 KS   |  |           |           |  |                     | 
|Brakfontein 464 KS  |  |           |           |  |                     | 
|Klipfontein 465 KS  |  |           | 4,394.48  |  |                     |  |         |                     |  |  |                        |  |  |                         |                                     |  |           |  |                   |  |  |              
|Avoca 472 KS        |  |           |           |  |                     |  |         |                     |  |  |                        |  |  |                         |                                     |  |           |  |                  
|Wintersveld 417 KS  |  |           | 2,459.75  |  |                     |  | 23/2003 |                     |  |  | 26/11/2013             |  |  |                         | 12/05/2008                          |  |           |  | LP 30/5/1/2/65/MR |  |  |              
|Jagdlust 418KS      |  |           | 2,062.63  |  |                     |  |         |                     |  | 
|                    |  |           |           |  |                     |  |         |                     |  |  |                        |  |  |                         |                                     |  |           |  |                   |  |  |              
|Total               |  |           | 19,123.16 |  |                     |  |        
|                    |  |           |           |  |                     |  |         |                     |  |  |                        |  |  |                         |                                     |  |           |  |                   |  |  |              

7.3. Surface rights

The surface overlying the Bokoni Mine is owned by the South African government, and tenure to the required areas is currently held through
various surface right permits (SRPs) in terms of Section 90 of the Mining Rights Act of 1967 and lease agreements. Pursuant to ITEM 9 in Schedule II to the MPRDA, such SRPs will remain in force and attach to converted mining
rights. Such SRPs have been re-registered in accordance with the requirements of ITEM 9.

Surface structures

In addition to the various mine shafts, the Bokoni Mines surface structures include:



| |  |  | The mine buildings including: offices, change-houses and hostel facilities;
| | - |  | ---------------------------------------------------------------------------



| |  |  | Workshops, compressor houses and stores;
| | - |  | ----------------------------------------



| |  |  | Concentrators (which includes milling); and
| | - |  | -------------------------------------------



| |  |  | Tailings dams and waste rock dumps.
| | - |  | -----------------------------------



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Figure 2 is a plan indicating the Bokoni Mines surface infrastructure and mining licenses



LOGO

7.4. Access, Climate and Topography

The Bokoni Mine is located on an undulating plain between a range of hills in the north and a range of low mountains in the south. The plain is
bisected by the Rapholo River, a major river in the area, which joins the Olifants River further downstream.

The average altitude of the
plain is 800 meters above mean sea-level (mamsl) and the average altitude of the adjacent mountains is 1,600 mamsl. The plain, hills and mountains are sparsely vegetated with grasses, shrubs and occasional small trees with stunted
growth. The vegetation is a result of both the arid climate and over-grazing by cattle and sheep.

There is some subsistence agriculture
in the adjacent areas which is limited to small family farmed maize fields. There are notable expanses of bare soil on the surrounding properties and erosion is evident along water-courses in the area.

The Bokoni Mine is accessed from the R35 provincial all-weather road between Polokwane, the capital of Limpopo Province and Burgersfort, a
town to the south-east in the neighbouring province of Mpumalanga. The nearest railway stations are at Polokwane and Steelpoort 80 km and 100 km away, respectively. However, rail is not the preferred means of transport and all stores and equipment
are delivered by road-truck to the Bokoni Mine.

The nearest commercial (domestic) airport is at Polokwane but the Bokoni Mine has a
private heliport which is available for emergency evacuation if required.

The nearest large town is Polokwane, which is a modern and
developing town providing housing, schooling, health care, shopping, commercial and government administrative facilities.

Many of the
Bokoni Mine employees reside in Polokwane in company-owned or privately-owned suburban housing and commute to the Bokoni Mine by company bus or by private vehicle. The remaining employees are housed in a mine residential village at the
Bokoni Mine, while some staff reside in local private dwellings in the surrounding rural area.

The Sekhukhuneland District of the Limpopo
Province has a typical arid, temperate Southern African climate. In the summer (September/October to March/April) day-time temperatures can reach the mid to high 30°C cooling to just below 20°C overnight. Rainfall occurs between November and
March and annually can be between 300 millimetres (mm) and 500 mm.



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Winter temperatures can be below 10°C overnight but warming to the mid-20s in the daytime.
Winter is characterized by clear skies and summer by clear skies with isolated clouds. In both cases the vast majority (70% or greater) of days can be classified as sunny. Extreme weather conditions occur only a few times a year and can
include mist, high wind with dust, thunderstorms and occasional hail. The mine operates twelve months per year and is not affected by climate and weather.

7.5. Infrastructure

7.5.1. Power

The Bokoni Mines electricity requirements are provided directly from Eskom, the South African national power utility. The
mine has a contract with Eskom that guarantees a notified maximum demand of 40 MVA but the actual steady state use is around 30 MVA. Eskom supplies all power to site via the Middelpunt 132/22 kV substation. In-feed to this substation is via two
separate and independent 132 kV overhead line structures, each from a different substation on the Eskom grid. There is thus true ring / dual feed to site.

The power supply lines to site are robust, but there are concerns about generation at a national level. Reliability of supply was formerly
good, but difficulties began to be experienced with the capacity of Eskom to meet national demand in the second half of 2007. This culminated in many South African mines having to shut down operations for a few days in January 2008, owing to the
near-collapse of the national power grid. The situation has since been normalized, and appears to have stabilized for now, although in the long term there is ongoing concern as to whether Eskom will successfully meet demand in future years.

Huge power price increases have been experienced recently, and are likely to continue for some years, as funding for new generation projects
are funded by the consumer.

The National Energy Regulator of South Africa revised Eskoms power tariff increase during February
2013. The effect of its revision is that power tariff increases in South Africa will be increased as follows:

2013 - 2018: 8% per annum

The Bokoni Mine continues to focus efforts on power usage reduction initiatives as part of the efficiency improvement initiatives currently
being implemented at the operations.

7.5.2. Water

The Bokoni Mine is supplied with raw water from the Olifants River via the Lebalelo Pipeline which was constructed and is operated by a Water
Users Association predominantly made up of mines in the area. Additional water is available from the dewatering of the mines. Potable water is supplied from five boreholes supplying 30 to 50 kl per day. It is pumped into a Braithwaite tank for
storage and then used on site. There is also a filtration plant used as a backup to meet plant service water needs. It is unlikely that the Bokoni Mine will suffer business interruption losses due to water shortages.

7.5.3. Tailings dams

There are
two tailings dams at the Bokoni Mine, the Merensky tailings dam and the UG2 tailings dam, both of which are located near the Concentrators. The Merensky tailings dam has an area of approximately 70 ha and the UG2 tailings dam has an area of
approximately 63 ha.

The current tailings dams have a combined capacity of 170 kilo tonnes per month (ktp) at a maximum rate
of rise of 2.5 m per annum. This is adequate for current production levels.

7.5.4. Waste rock dumps

Waste rock dumps are located adjacent to the various shafts to accommodate the broken waste rock hoisted from underground. The inert waste rock
is used for construction and in future may be used to clad the slopes of the tailings dams.

7.6. Personnel

7.6.1. Organisational structure and compliment

The Bokoni Mines organisational structure is similar to other South African mines, whereby production is divided into the departments of
mining, engineering and services. Services include mineral resource management, finance, human resources, health and safety and the concentrator. Each department is managed by a head of department who reports to the general manager.

As required by South African statute, various persons are legally appointed to their positions, including the mine manager and his immediate
subordinates as well as the engineering manager and his subordinates. Appointed managers are obliged to ensure that the mining activities are carried out according to the Minerals Act regulations and/or codes of practice/standard procedures drafted
and adopted by the Bokoni Mine.



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The Bokoni Mine at December 31, 2013 employed a total of 5,949 people across all disciplines
and in all categories, as shown in Table 2 below.

Table 2. The Bokoni Mine employee compliment



|                |  |                               |  |             |       |  |             |  |       | 
|--------------- |  | ----------------------------- |  | ----------- | ----- |  | ----------- |  | ----- | 
|Patterson Grade |  | Description                   |  | Actual 2013 |       |  | Actual 2012 | 
|A               |  | Semi-skilled: General workers |  |             | 548   |  |             |  | 486   | 
|B               |  | Skilled: Artisan and miners   |  |             | 2,412 |  |             |  | 2,471 | 
|C               |  | Supervisor: Foremen           |  |             | 531   |  |             |  | 442   | 
|D               |  | Middle Management             |  |             | 87    |  |             |  | 73    | 
|E               |  | Senior Management             |  |             | 10    |  |             |  | 7     | 
|F               |  | Contractors                   |  |             | 2,361 |  |             |  | 1553  | 
|                |  |                               |  |             |       |  |             |  |       | 
|TOTAL           |  |                               |  |             | 5,949 |  |             |  | 5,032 | 
|                |  |                               |  |             |       |  |             |  |       | 

The above labour compliment includes all personnel necessary for the current operations.

7.6.2. Employment policy

The
Bokoni Mines employment policy is to include all core skills from rock-face to manager as permanent payroll employees. An agreement was reached with unions to the effect that contract labour would be utilised on UM2 shaft, which
has a limited life of mine, in order to enable the mine to use its own employees on the build-up of production on the long life Brakfontein mine.

The Bokoni Mine, however, continues to employ contractors in certain non-core activities.

7.6.3. Skills shortage and development

The Bokoni Mine suffers from the industry-wide skills shortage, particularly in the mining processing and engineering disciplines. Currently
the Bokoni Mine has a Skills Retention Policy which includes various initiatives to retain employees with scarce skills including retention allowances. The skills shortage as at December 31, 2013 is summarised in Table 3.

Table 3. Current Bokoni Mine critical skills shortage



|                  |  |        |     |  |          |  |     |                     |  |  |    | 
|----------------- |  | ------ | --- |  | -------- |  | --- | ------------------- |  |  | -- | 
|Description       |  | Actual |     |  | Required |  |     | Shortage /(Surplus) | 
|Shift Supervisors |  |        | 68  |  |          |  | 64  |                     |  |  | -4 | 
|Miners            |  |        | 87  |  |          |  | 91  |                     |  |  | 4  | 
|Mine Overseers    |  |        | 13  |  |          |  | 14  |                     |  |  | 1  | 
|Artisans          |  |        | 126 |  |          |  | 120 |                     |  |  | -6 | 
|Engineers         |  |        | 3   |  |          |  | 5   |                     |  |  | 2  | 
|Mining Managers   |  |        | 3   |  |          |  | 3   |                     |  |  | 0  | 
|                  |  |        |     |  |          |  |     |                     |  |  |    | 
|Total             |  |        | 300 |  |          |  | 297 |                     |  |  | -3 | 
|                  |  |        |     |  |          |  |     |                     |  |  |    | 

The skills shortage is also being addressed through training and development. The Bokoni Mine has a Mining and
Engineering Learnership programme and Cadetship in order to train miners. Targeted recruitment continues to take place at the mine.

The
Bokoni Mine training centre has been accredited by the Mining Qualifications Authority (MQA). The first intake of Rock Breaker level 1and 2 is scheduled for the first week of March 2013. A total of 45 learners have been planned.

In-house and legal compliance training takes place for all core occupations and also for Learner Shift Supervisor programme. The mine no
longer utilises Anglo American Platinum training facilities. The Bokoni Mine has an Adult Basic Education and Training programme and an HIV/AIDS Wellness programme in place. The local community also benefits from these programmes.

Bokoni Mine has also signed Service Level Agreements and Memorandum of Understanding with accredited training providers such as FET Colleges
to provide portable skills through mining and engineering related courses.



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Bokoni Mine also received an accreditation to provide Occupational Health and Safety for Safety
training by the MQA. This includes COMSOC 1 and 2 in addition to the normal health and safety training.

7.7. History

The production history for the last three years is shown in Table 4 below.

Table 4. Production summary for the past three years



|                             |  |      |           |  |       |  |         |      |  |  |           | 
|---------------------------- |  | ---- | --------- |  | ----- |  | ------- | ---- |  |  | --------- | 
|                             |  | 2011 |           |  | 2012* |  |         | 2013 | 
|Tonnes Milled                |  |      | 1,047,401 |  |       |  | 863,677 |      |  |  | 1,312,631 | 
|4E In Situ Grade             |  |      | 4.83      |  |       |  | 4.79    |      |  |  | 4.70      | 
|4E Oz Produced (underground) |  |      | 113,625   |  |       |  | 102,761 |      |  |  | 156,578   | 
|Open cast 4E Oz produced     |  |      |          |  |       |  |        |      |  |  | 13,717    | 
|                             |  |      |           |  |       |  |         |      |  |  |           | 
|Total 4E Oz Produced         |  |      | 113,625   |  |       |  | 102,761 |      |  |  | 170,295   | 
|                             |  |      |           |  |       |  |         |      |  |  |           | 



|* | NB: The production statistics for 2012 reflect 9 months of production. There was no normal production in Q4 2012 due to illegal industrial
action.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------

7.8. Geology

7.8.1. Regional geology

The BIC is
situated in the northern half of South Africa and exists as an ellipse-shaped body consisting of five lobes. The BIC is the worlds largest known ultramafic igneous intrusion that extends approximately 450 km east to west and approximately 250
km north to south and forms parts of Limpopo, North-West Province, Gauteng Province and the Mpumalanga Province. It is estimated to have been formed approximately 2,000 million years ago (Ma). The BIC is host to PGM mineralisation in addition
to chrome, vanadium, nickel and copper.

The five lobes are referred to as the Western, Eastern, Northern (includes both the Potgietersrus
and Villa Nora compartments), South-Eastern, and Far-Western areas. The latter occurs as a limb-like extension to the west of the BIC and mainly comprises rocks of the Marginal and Lower zones, with some Critical and Main zone development. The
South-Eastern BIC is completely covered by sedimentary successions of the Karoo Supergroup, while the remaining four lobes are variably exposed with some areas under extensive soil cover.

The Merensky and UG2 are products of primary magmatic mineralization within the BIC.



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Figure 3. Regional geological setting  Bushveld Igneous Complex



LOGO

7.8.2. Local Geology

The Bokoni Mine is located on the northern extremity of the Eastern Limb of the BIC. The platiniferous horizons of economic significance occur
within the Merensky and the UG2 horizons. PGM mineralization is specifically located within the Merensky horizon and the UG2 horizon, which forms part of the Upper Critical zone of the Rustenburg Layered Suite.

Both horizons sub crop and in some instances outcrop in the project area along a 16.5 km strike length. The BIC layering dips from northeast
to southwest at approximately 25o in the north-western areas (Zeekoegat), and gradually decreases to approximately 18o in the south-eastern area (Brakfontein). The general structural geology is characterized by northeast and east trending
dykes and faults with associated conjugated joint sets.

The mining area is located within the farms, Zeekoegat, Middelpunt, Umkoanestad,
Brakfontein and Klipfontein. The north-eastern portion of the mining area is located below a range of pyroxenite hills and the south-western portion is below the valley floor and is overlain by black turf.

The Merensky is a feldspathic pyroxenite reef horizon and is stratigraphically situated 350 m above the UG2 and is near the top of the Upper
Critical Zone. The Merensky is located below the three to six meter thick Merensky Pyroxenite layer and above the Merensky Norite layers. Two thin chromite stringers are discontinuously developed with the upper stringer positioned 20 cm to 25 cm
from the Merensky Pyroxenite hanging-wall contact, and the lower stringer located on or just above the Merensky Pyroxenites basal contact. In the absence of a consistently developed chromite stringer, the upper contact of the Merensky
Pyroxenite layer assists to define the top position of the Merensky horizon and is a guide for sampling purposes and on-reef mining. The Merensky hanging wall stratigraphic sequence is typified by medium to coarse grained feldspathic lithologies,
ranging in composition from mela-norites to anorthosites. The Merensky footwall stratigraphic sequence has a sharp footwall contact, usually marked by the lower chromite stringer. While the top contact tends to be planar, the basal contact is
undulating as a result of thermo-chemical erosion of the more mafic Merensky lithologies with their underlying felsic lithologies. This contact is often associated with a thin anorthosite layer (approximately 3 cm thick) that probably formed as a
secondary reaction product of thermal erosion.



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The UG2 is stratigraphically situated approximately 350 m below the Merensky and is separated by
a series of well layered sequences. The UG2 is comprised mainly of this well defined chromitite layer together with minor hanging wall and or footwall constituents. The average width of the UG2 is 70 cm. It is overlain by a medium-grained poikilitic
feldspathic pyroxenite that averages 9.85 m in width, and hosts a variable number (generally up to four) of very thin chromitite layers. The position of these stringers is important to the mining of the UG2. The UG2 is underlain by a pegmatoidal
feldspathic pyroxenite layer of approximately 0.75 m in width which is commonly host to disseminated chromite and some base metal sulphide occurrence within close proximity to the UG2. The UG2 elevation isopachs indicate a relatively undisturbed
tabular and gently dipping layer. UG2 widths generally increase to the west from an average of 67 cm on Umkoanestad to 74 cm on Zeekoegat. There is no evidence of severe undulations to this layer that would adversely affect the planned mining
method. Severe undulations of the UG2 are known to hamper mining by increasing dilution and off-reef mining.

Potholes are magmatic
disturbances of the reef plane that are generally deep eroded depressions that have serious structural implications in respect of reef continuity. Merensky potholes, including those at the Bokoni Mine, have been well documented. Current indications
are that potholes account for approximately 16% of the estimated total geological loss of 20%.

As with the Merensky, the UG2 is known to
be affected by potholes. UG2 potholes typically have a soup-bowl profile. The characteristics of normal UG2 are not preserved in the Bokoni Mine potholes and the succession often occurs as a variably thickened feldspathic pyroxenite
package, containing disrupted and discontinuous chromitite layers. As a result, grades within potholes are highly erratic and, invariably, sub-economic. UG2 potholes at the Bokoni Mine are commonly destructive and are not economically mineable.
Geological pothole losses for the UG2 are estimated at 9% of the estimated total geological loss of 15% for the Bokoni Mine UG2.

The
weathered overburden (soil and calcrete) depth across the Bokoni Mine is highly variable ranging from no overburden in the rocky outcrops and hill areas, to in excess of 50 m in the valley areas. The average overburden depths below surface are
Zeekoegat 10 m, Middelpunt 22 m, Umkoanestad (valley) 30 m, Umkoanestad (mountain) 2 m and Brakfontein 40 m. The depth of oxidation may be reasonably estimated by adding 25 m to the overburden depth. A mineralogical study by Paetz &
Reinecke (Dec 2002) has confirmed that the depth of oxidation in the vicinity of the Vertical Shaft is approximately 40 m.

The geological
structure at the Bokoni Mine is not complicated with faulting. According to existing workings, minor faulting is expected to occur, and would consist of dextral and sinistral strike-slip faults, normal and reverse dip-slip faults and faults with
more complex combinations of these components. Displacements are expected to be small, at generally £ 1 m. Major conjugate joint set orientations were measured from strong macro-lineament features evident
from an aeromagnetic survey image and land satellite imagery which provided orientations in the order of 99° and 159°. Joint sets may result in poor ground conditions for mining but are not considered a geological loss.

An airborne aeromagnetic survey has successfully identified three to four swarms of northeast striking dolerite dykes. Post-mineralization
dyke occurrences are noted on the Zeekoegat, Middelpunt and Umkoanestad farms. Current underground workings at Umkoanestad have intersected dykes up to 10 m wide. No serious problems were encountered during mining through these features, and no
significant displacements were noted to be associated with them. The estimated geological loss associated with dykes across the property is 4 %. The aeromagnetic response to these features exaggerates the actual width dimension. Not all dykes have
magnetic responses and a few (very minor proportion) east-west orientated dykes are known to have no magnetic response.

The BIC
stratigraphy is sometimes affected by randomly occurring, late-stage replacement pegmatite bodies. These pegmatite bodies have a range of compositions from highly ultramafic to felsic. The Bokoni Mine is no exception to the occurrence of these
geological features, but is noted to have minimal evidence for the more mafic replacement pegmatites. Geological losses are estimated at less than 3 % for replacement pegmatites.

7.8.3. Exploration

The geological
exploration and evaluation process involves reconnaissance, planning, diamond drilling, core logging and sampling, trenching and sampling, soil sampling, aeromagnetics, ground magnetics, mapping, processing, interpreting and modelling.

The Bokoni Mine has been the focus of various exploration activities since 1964, with six phases of exploration having been carried out, all
involving diamond drilling. Activities have centred on the Merensky, and only since 1999 has considerable focus been directed at the UG2.

The UG2 has limited exposure along the hills located along the northern boundary of the Bokoni Mine. Where the outcrop exists on the
Umkoanestad and Wintersveld farms, it has been mapped. A number of dolerite dykes outcrop in these hills and have also been mapped. During 2002, a trenching program was conducted along the western UG2 outcrop areas on the Zeekoegat farm. Twenty-six
trenches were excavated across this property, resulting in an accurately mapped UG2 sub crop position.



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Routine underground exploration is conducted by means of mapping and diamond drilling. This
serves to enhance the detail of geological information as the mine is developed.

Limited surface exploration was performed during 2012 in
order to investigate opencast potential on the Klipfontein and Zeegoegat mineral properties. The explorations consisted of limited surface diamond core drilling and trench sampling.

7.9. Mineralization

7.9.1. Merensky
mineralization

At the Bokoni Mine the mineralisation within the Merensky occurs at both the upper and lower chromitite stringers.
Most of the PGMs are associated with the upper chromite stringer and often extend over wider intervals to below the chromite stringer. Mineralisation associated with the lower chromite stringer at the base of the Merensky is generally over a very
narrow interval and is sometimes absent. High PGM grades are often associated with the lower chromite stringer, but due to its greater separation from the upper stringer, it was not included in the Mineral Resource estimates. The Merensky has
visible base metal sulphides (commonly pyrite and pyrrhotite) and, as a result, may have viable concentrations of copper and nickel.

PGMs
are commonly associated with base metal sulphides and are associated with the silicate and chromite minerals. The relative proportions of PGM content for the Merensky are colloquially known as the prill split. Prill splits are determined
as part of the Mineral Resource estimation process. At the Bokoni Mine, the Merensky PGM prill split is Pt 61%, Pd 29%, Rh 4% and Au 6%.

7.9.2. UG2
mineralization

The UG2 mineralisation is comprised mainly of PGM accumulations that are hosted within the chromitite layers and
have variable occurrences in the immediate footwall rocks, but very little in the hanging wall rocks. A 95 cm resource cut in most instances allows for the complete extraction of the mineral content. In the case of the presence of internal lenses
(bifurcation) of pyroxenite, anorthosite or norite, the resource cut width may have to be increased to ensure that the UG2 is completely extracted.

The PGM mineralization occurs in solid solution with sulphides, sulpharsenides, arsenides, bismuthides, tellurides, bismuthotellurides and
alloys. PGM-sulphides, tellurides, and alloys are the main constituents of mineralization in the UG2. The PGM prill split for the UG2 is broadly Pt 42%, Pd 46%, Rh 9%, and Au 2%.

7.10. Drilling

At the Bokoni
Mine, after reconnaissance and planning, borehole drilling sites are identified using GPS technology and then drilled by a reputable South African contract drilling company. All diamond drilling of recent years has ensured intersections for both the
Merensky and UG2 are drilled. The Merensky and UG2 are separated by some 350m of intermediate stratigraphy.

Surface drill holes are
distributed across the Bokoni Mine mining licence area, with a closer drill grid spacing across the Brakfontein property. This is due to the targeting of the Brakfontein Merensky project and its associated study level requirements for obtaining
higher confidence levels. The deeper areas have appropriately increased the drill grid spacing and are confirming the presence of the Merensky horizon.

Underground drilling is conducted ahead of the mining face to determine continuity of the reef, intersect gasses and water ahead of the mining
face and to identify geological structures that may impact on mining.

7.11. Sampling and Analysis

7.11.1. Core logging and sampling

Core logging is undertaken by qualified geologists where all boreholes and their deflections are accurately logged in terms of lithology,
mineralisation, alteration and structure. Logging details are entered directly into a database, making use of the Sable software package designed for this purpose. Geotechnical and structural logging is also carried out by geotechnical staff and
structural geologists.

During the logging process, the sampling interval through the mineralised succession is determined and individual
samples measured, marked-off and numbered according to standards. Sampling is done continuously throughout the sample section. Measurements and marking of sample lengths/widths are carried out according to the Bokoni Mine standards.

Once the sampling and logging of the boreholes is completed, the remaining core is stored on core racks. The sample intervals and numbers are
replicated onto the remaining core surface for reference, and future re-sampling if necessary. The sampling data is fully documented and recorded on site, with records of all sampling maintained.



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The sampled borehole core (intersections of Merensky and UG2) is then assayed for individual PGM
content, as well as density and Cu and Ni contents.

7.11.2. Underground sampling

All on-reef development is sampled. The interval between sections is a minimum of 10 m and a maximum of 20 m. Advanced strike gully
(ASG) sampling is done at 20 m intervals. ASG samples are approximately 30 m apart in the true dip direction. This creates a pseudo grid of 20 m by 30 m.

The sampler is responsible for accurately recording the true distance of the sampled sections from underground survey pegs. Underground
sampling is typically done by means of cutting channels using a rotary diamond saw machine powered by compressed air.

The sampler records
all geological features such as reef characteristics, prominent alterations, hanging wall or footwall, faults or dykes, potholes or major rolls and occurrences of reef left in the hanging wall or footwall. Deviations and anomalies are reported to
the responsible geologist.

Each sample is carefully placed in a clean plastic bag and a bar coded sampling ticket is pasted on the bag
and closed. Samples are captured in the Mineral Resources Management database by the sampler on the same day. The sampler is responsible for ensuring that his sections are captured correctly.

7.11.3. Sample preparation, analyses, and security

A variety of analytical techniques have previously been used in assaying samples. Since 2000, diamond core samples have been sent to Anglo
Research (previously Anglo American Research Labouratory) in Crown Mines where they are analysed for PGMs, Ni and Cu. The labouratory is operated by a subsidiary of Anglo American and is International Standards Organisation 17025 accredited.

Core samples are cut, split, bagged and checked against accompanying sample requisition sheets and sample descriptions by the geology
department after which they are dispatched for analysis.

Samples are analysed for Pt, Pd and Au using fire assay (lead-collector and gold
as co-collector) with inductively coupled plasma (ICP) finish. 3E is Pt+Pd+Au, for Rh (where 3E is greater than 1.5 g/t) using fire assay (lead collector and palladium as co-collector) with ICP finish and Cu and Ni using X-ray
fluorescent analysis. Density is measured using Grabner pycnometer.

The labouratory has a comprehensive assay quality control system that
includes blanks, certified reference materials, in-house reference materials, and twin streaming/replicate analyses.

Care is taken during
the handling of samples to avoid potential cross-contamination or misplacement of samples. High and low grade materials are processed in completely separate areas throughout the labouratory, using dedicated and clearly labelled equipment. Samples
are weighed and checked upon receipt. Quarry quartz is crushed and milled between individual batches to avoid any possible carry-over. This quartz is analysed with the batch and this data reported on during progress meetings.

Apart from basic sample preparation, there is currently no analytical labouratory at the Bokoni Mine. The Bokoni Mine utilises the facilities
at the Polokwane Smelter Complex (for assays of the mill feed, tailings and underground samples) and AR (assays of concentrate samples).

7.12.
Bokoni Mine Operations

Mining operations began in 1969, initiated by Anglovaal, a traditional South African Mining House and OK
Bazaars, a South African chain store. In 1970, the mine was sold to Rustenburg Platinum Mines, a subsidiary of JCI Limited (the historic mining house) in which Anglo American held a significant interest. In the mid-1990s, JCI Limited was
unbundled and its platinum interests listed separately as Lebowa, which later merged with other Anglo mines to become Anglo American Platinum Limited.

The Bokoni Mine produces both Merensky and UG2 ore. Merensky production originated at the Vertical Shaft operations and was subsequently
expanded to include the UM2 Decline operations and most recently the Brakfontein Shaft. UG2 production commenced in 2001 at the Middelpunt Hill operations, via a number of adits and has recently developed into underground operation at the Middelpunt
Hill.

The mining operation consists of a vertical shaft and three decline shaft systems to access underground mine development on the
Merensky and UG2 reef horizons. The Bokoni Mine has installed road, water and power infrastructure, as well as two



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processing concentrators, sufficient to meet its operational requirements up to completion of its first phase growth plans in 2014. The Bokoni Mine has an extensive shallow ore body, capable of
supporting a life-of-mine plan that is estimated to exceed 26.5 years (as per the Rehabilitation Provision). Current mining operations are being conducted at shallow depths, on average 200m below surface. This benefits the Bokoni Mines
operations in that there are no major refrigeration (and consequent power) requirements at shallower mining depths.

The Bokoni
Mines production for Fiscal 2013 averaged 110,000 tpm of ore, and increase of 15% from the previous year. UG2 production is mined exclusively from MPH which consists of four adits and two underground levels. Merensky ore is produced from three
underground shafts, namely: Vertical shaft, UM2 shaft and Brakfontein shaft and from the Klipfontein Opencast operations. The Vertical shaft, which started in 1973, is the oldest of the three shafts and currently accounts for the bulk of the
Merensky production. Production at Vertical shaft is expected to be maintained at 35,000 tpm for the medium term. Merensky production from the UM2 shaft is expected to be maintained at its current production levels of 10,000 tpm over the next two
years. The new Brakfontein shaft is in a ramp up phase and is planned to increase from its current production levels of 30,000 tpm, to a steady state production level of 100,000 tpm by 2018.

Given the magnitude of the Bokoni Mines ore body, lying open at depth with its numerous attack points, management is of the view that
the Bokoni Mine has the potential to be developed into a 240,000 tpm (265,000 PGM ounces per annum) steady state operation in the medium to longer term.

The older Vertical and UM2 shafts make use of conventional mining methods for narrow tabular ore bodies. Ore broken in stopes is transported
laterally by means of track bound equipment and then hoisted through a vertical shaft system at Vertical shaft and an incline shaft system at UM2 shaft. The Bokoni Mine will invest in maintenance of infrastructure at Vertical shaft to sustain mining
at current rates for the next four to five years. Additional opportunities, such as vamping, will be employed to supplement volumes from these shafts. Further opportunities to increase the life-of-mine of these shafts will also be investigated in
the short to medium term.

The new Brakfontein shaft is being developed on a semi-mechanized basis, using a hybrid mining method, whereby
ore broken in stopes is loaded directly onto a strike conveyor belt and taken out of the mine through a main decline conveyer belt system. This results in less human intervention in the hoisting process and a resultant lower unit operating cost of
production. Development of haulages and crosscuts are effected by means of mechanized mining methods, and stoping is conducted using hand held electric drilling machines.

The MPH shaft is in the process of converting the transport of broken ore from its current mechanized hauling system to a conveyor belt
transport system similar to that of Brakfontein shaft. Vamping opportunities in the older adit areas are being investigated to supplement underground mining production.

The Klipfontein Open cast operations is a short life (10 year) operation that mines the Merensky subcrop to a depth of about 50m below
surface. The ore from this operation, about 40, 000 tpm, is used to fill the spare mill capacity over the next four years until underground operations at Brakfontein and Middelpunt Hill ramp up to their steady state levels of 100, 000 tpm and 60,000
tpm respectively.

When Atlatsa took management control of the Bokoni Mine in 2009, the Company determined that the production rate should
be increased significantly from levels of around 85 000 tonnes per month (tpm) to around 160 000 tpm, in order to reflect the true quality and scale of the Bokoni Mine mineral resource. The planned growth in production was to be achieved
by realising the planned production ramp up at the newly developed Brakfontein merensky project. The Bokoni Mine was expected to increase production from 115 000 4E PGM ounces to 180 000 4E PGM ounces by 2014.

However, the original ramp up profile has proven difficult to achieve due to a number of technical and leadership challenges at Bokoni Mine,
resulting in production remaining flat over the last two years under Atlatsa management. As a consequence, Atlatsa and its 49% interest partner, Anglo American Platinum, undertook a strategic review of the Bokoni Mine, as well as key technical and
financial assumptions informing the Bokoni Transaction. The outcome of the review resulted in a new strategic plan for the Bokoni Mine that would look to continue with production ramp up at the Brakfontein Shaft to 100 ktpm and grow production to 60
ktpm at the Middelpunt Hill Shaft. Whilst the Brakfontein and Middelpunt Hill projects are being developed to steady state operations tonnage will be supplement from Vertical and UM2 shafts at a rate of 40 ktpm and the remainder of the mill gap
being supplemented from opencast surface sources.

The Bokoni Mine lease area is extensive, covering some 19,500 ha including a strike
length of almost 20 km and a dip length of almost 10 km. The Merensky and UG2 mineralized horizons are in the order of 300 m apart and either outcrop (in the hills) or sub crop (in the valleys) and extend to depths beyond 2,000 m below surface,
towards the south-western boundary.

The above-mentioned extent of the Bokoni Mine requires a tailored depletion strategy, including
various phases. Therefore the mining rights area has been divided into a series of mining blocks according to strike length, of approximately 6 km and depth, no more than nine production levels per shaft system.



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The Bokoni Mines current depletion plan includes a generic access strategy which proposes a
system of declines and vertical shafts to exploit the mining blocks. Initial access to the shallow Merensky and UG2 horizons is by means of separate decline shaft systems. These decline shaft systems will facilitate mining to a depth of
approximately 650 m below surface. From the lowest level, vertical shafts will be raise-bored to surface and equipped to provide men and material access plus ventilation so that mining can continue to deeper levels. The access infrastructure is
depicted in figure 5 below.

Figure 4. Bokoni Mine LOM infrastructure



LOGO

Various mining methods are employed at the Bokoni Mine. All stoping operations are conducted by means of
hand held drills, with the removal of ore from stope panels done by means of scrapers and winches. Conventional development is conducted at Vertical and UM2 shafts. Development at Brakfontein and Middelpunt Hill is done by mobile Trackless
equipment. Horizontal transport of ore is done by means of track bound locomotives at Vertical shaft and UM2 shafts. At Brakfontein, and increasingly at Middelpunt Hill, ore from stopes is tipped directly on conveyor belts that transport the ore
horizontally and vertically out the mine. The use of load and haul trackless equipment is used extensively to move broken waste and ore to tips at Middelpunt Hill and Brakfontein.

Merensky ore is currently produced from the Vertical shaft and an inclined shaft on the adjacent Umkoanestad property (UM2 Inclined shaft).
Production from these shafts is currently being phased out primarily because of the long distances between the shafts and the working places, and current Merensky production of 40,000 tpm is expected to be replaced by production from the Brakfontein
Merensky Project (BRK Merensky Project), which is located in the south-eastern extremity of the Bokoni Mine.

Currently, UG2 ore is
produced exclusively from the Middelpunt Hill shaft, which comprises a number of adits and underground development. Production from the adits will be exhausted in the near future and UG2 production will be replaced by production from underground
development. Production at Middelpunt Hill is currently 35,000 tpm and will be increased to a steady state level of 60,000 tpm by 2018.

The Bokoni Mine currently has two concentrator plants, one for the processing of ore from the Merensky ore and the other for the processing of
ore from the UG2. These concentrators are situated adjacent to one another close to the Vertical shaft.

The Merensky concentrator
(capacity 100 ktp) is currently dedicated to processing Merensky ore from the Vertical shaft, UM2 Inclined shaft and Brakfontein shaft. The UG2 concentrator (capacity 65 ktp) is dedicated to processing ore from the Middelpunt Hill UG2 adits and
decline.

7.12.1. Merensky MF3 Plant

The current 100 ktp Merensky concentrator, built in 1990/91 was upgraded in 2009 from 85 ktp to 100 ktp. The concentrator includes three
milling stages with inter-stage flotation circuits. By todays standards, the Merensky concentrator employs older technology but nevertheless maintains high operating efficiencies and availability.

7.12.2. UG2 MF2 Plant

The 65 ktp
UG2 concentrator includes two milling stages with inter-stage flotation circuits (MF2). It is a dedicated concentrator, constructed in 2000 to treat UG2 ore that has subsequently been mined at the Middelpunt Hill adits. The UG2 concentrator can
treat Merensky ore and tests conducted, indicated that acceptable recoveries on Merensky Reef was achieved.



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The UG2 concentrator is located adjacent to the Merensky concentrator and is similarly well maintained, providing good operating availability.

Merensky and UG2 concentrates are stored separately ahead of the common Larox concentrate filter. Filtration is conducted on a campaign basis
and the capacity is adequate for current production.

Merensky concentrate is filtered to a moisture content of about 5% and UG2
concentrate to about 14%. The difference is due to the different particle sizes of the products. The smelter requires a moisture content of less than 15%, therefore in both cases the concentrate is within the moisture specification.

All of the Bokoni Mines concentrate is currently supplied to Anglo American Platinums Polokwane Smelter Complex pursuant to an
agreement between the Bokoni Mine and Anglo American Platinum (through RPM). The Refiner (RPM) pays Bokoni Mine monthly for Bokoni Mines concentrate. The price payable is based on a fixed market-related percentage of the equivalent ZAR price
for the various metals for the preceding month, taking into account the costs of smelting and refining to be incurred by RPM.

As per
common practise in concentrate sale agreements, various penalties, for concentrate not meeting the agreed specification, are provided for in the off-take agreement and are deductible from the price payable for concentrate.

7.13. Estimates of Mineralization

The Mineral Resource and Reserve estimates are compiled in accordance with the SAMREC Code.



Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources This Annual Report uses the terms measured resources and indicated resources. Atlatsa
advises investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted
into reserves. Cautionary Note to Investors Concerning Estimates of Inferred Resources This Annual Report uses the term inferred resources. Atlatsa advises investors that while this
term is recognized and required by Canadian regulations, the SEC does not recognize it. Inferred resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed
that all or any part of a mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of economic studies, except in rare cases. Investors are cautioned not to
assume that any part or all of an inferred resource exists, or is economically or legally mineable. Refer to the Cautionary Note to U.S. Investors.


Investors should refer to the disclosure under the heading Resource Category (Classification) Definition in the
Glossary of Terms.

Mineral Resource and Mineral Reserve estimates are reported as follows for the Bokoni Mine
properties (including the existing Bokoni Mine, and planned project expansions at Brakfontein and Middlepunt). Mineral Resources (Remaining Resources) are also reported for the regions outside of the existing mine plans and project expansion plans
but within the Bokoni Mine properties.

The annual Mineral Resource and Reserve Statement for the Bokoni Mine were updated as of
December 31, 2013. The QPs responsible for the updating of the mineral resource is Mr G. Mitchell Pri. Sci. Nat., Mr A. Deiss, Pri. Sci. Nat. and Dr W.D. Northrop. (Independent consultants at ExplorMine). The QP responsible for updating the
mineral reserve is Mr. B. Reddy, Pri. Sci. Nat. (Executive: Mineral strategy and exploration at Atlatsa). In the opinion of the QPs, there are no material changes in the resource and reserve estimates of 2013 as compared to the 2012 mineral
resource and reserve estimates.

The Mineral Resource and Reserve Estimates as at December 31, 2013 are shown in Tables 3 and 4
below. Mineral Resource estimates in the tables include Mineral Reserves. There have been no material changes in the Mineral Resource and Reserve year on year. The major difference is due to the incorporation of The Klipfontein and Avoca mineral
properties into the Bokoni Operations.



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Table 5: Mineral Reserves Tabulation for the Bokoni Mine as at December 31, 2013



|                                          |               |               |     |           |                         |        |      |  |             |      |      |            |  |     |                |  |  |    |    |   |             |      |      |  |  |      |      | 
|----------------------------------------- | ------------- | ------------- | --- | --------- | ----------------------- | ------ | ---- |  | ----------- | ---- | ---- | ---------- |  | --- | -------------- |  |  | -- | -- | - | ----------- | ---- | ---- |  |  | ---- | ---- | 
|Bokoni Platinum Mines Proprietary Limited |               | Total         |     |           | Attributable to Atlatsa |       
|                                          |               |               |     | Reef type |                         | Mt     |      |  | Grade4E g/t |      |      | Containing |  |     | Attributable % |  |  | Mt |    |   | Grade 4Eg/t |     
|                                          |               |               |     |           |                         | 4E Moz |      |  |             |     
|Ore Reserves                              |               | Proved        |     | MR        |                         |        | 31.5 |  |             |      | 4.12 |            |  |     | 4.2            |  |  |    | 51 | % |             |      | 16.1 |  |  |      | 4.12 | 
|                                          | Probable      |               | MR  |           |                         | 0.5    |      |  |             | 3.59 |      |            |  | 0.1 |                |  |  | 51 | %  |   |             | 0.2  |      |  |  | 3.59 |     
|                                          | Total Reserve |               | MR  |           |                         | 32.0   |      |  |             | 4.12 |      |            |  | 4.2 |                |  |  | 51 | %  |   |             | 16.3 |      |  |  | 4.12 |     
|                                          | Proved        |               | UG2 |           |                         | 25.9   |      |  |             | 5.30 |      |            |  | 4.4 |                |  |  | 51 | %  |   |             | 13.2 |      |  |  | 5.30 |     
|                                          | Probable      |               | UG2 |           |                         | 17.5   |      |  |             | 5.30 |      |            |  | 3.0 |                |  |  | 51 | %  |   |             | 8.9  |      |  |  | 5.30 |     
|                                          | Total Reserve |               | UG2 |           |                         | 43.4   |      |  |             | 5.30 |      |            |  | 7.4 |                |  |  | 51 | %  |   |             | 22.1 |      |  |  | 5.30 |     
|                                          |               |               |     |           |                         |        |      |  |             |      |      |            |  |     |                |  |  |    |    |   |             |      |      |  |  |      |      | 
|                                          |               | Total Reserve |     |           |                         |        | 75.4 |  |             |      | 4.96 |            |  |     | 11.6           |  |  |    |    |   |             |      | 38.5 |  |  |      | 4.96 | 
|                                          |               |               |     |           |                         |        |      |  |             |      |      |            |  |     |                |  |  |    |    |   |             |      |      |  |  |      |      | 

Notes:



|(1) | The QP responsible for the compilation of the mineral reserves is B. Reddy, B.Sc. Pri Sci. Nat., Executive: Technical Services at Atlatsa.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The mineral reserves are inclusive of dilution and recovery factors.
|--- | --------------------------------------------------------------------

|(3) | The grade indicated is the mill delivered grade.
|--- | ------------------------------------------------

A cut-off grade of 3.11 g/t for the Merensky Reef was applied.

A cut-off grade of 4.02 g/t for the UG2 Reef was applied.

|(4) | Metal price assumptions of US$1,863/oz platinum, US$851/oz palladium, US$2,115/oz rhodium and US$1,814/oz gold were used in the estimation of
mineral reserves.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | 4E is the sum of platinum (Pt), palladium (Pd), rhodium (Rh) and gold (Au).
|--- | ---------------------------------------------------------------------------

Table 6: Mineral Resources Tabulation for the Bokoni Mine as at December 31, 2013



|                                          |                |                |       |           |     |                         |    |       |            |             |  |            |                  |  |            |               |       |            |    |    |          |             |  |          |       |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      | 
|----------------------------------------- | -------------- | -------------- | ----- | --------- | --- | ----------------------- | -- | ----- | ---------- | ----------- |  | ---------- | ---------------- |  | ---------- | ------------- | ----- | ---------- | -- | -- | -------- | ----------- |  | -------- | ----- |  |  | ---- | ---- |  |  | ---- | ---- |  |  | ---- | ---- |  |  | ---- | ---- |  |  | ---- | ---- |  |  | ---- | ---- |  |  | ---- | ---- | 
|Bokoni Platinum Mines Proprietary
Limited |                |                | Total |           |     | Attributable to Atlatsa |    |       | Ptgradeg/t |             |  | Pdgradeg/t |                  |  | Rhgradeg/t |               |       | Augradeg/t |    |    | Cugrade% |             |  | Nigrade% |      
|                                          |                |                |       | Reef type |     |                         | Mt |       |            | Grade4E g/t |  |            | Containing4E Moz |  |            | Attributable% |       |            | Mt |    |          | Grade4E g/t |  |          |       |  |  |      |     
|Mineral
Resources                         |                | Measured       |       |           | MR  |                         |    |       | 100.7      |             |  |            | 4.75             |  |            |               | 15.4  |            |    |    | 51       | %           |  |          | 51.4  |  |  |      | 4.75 |  |  |      | 2.93 |  |  |      | 1.38 |  |  |      | 0.17 |  |  |      | 0.27 |  |  |      | 0.08 |  |  |      | 0.20 | 
|                                          | Indicated      |                |       | MR        |     |                         |    | 53.8  |            |             |  | 4.75       |                  |  |            | 8.2           |       |            |    | 51 | %        |             |  | 27.4     |       |  |  | 4.75 |      |  |  | 2.93 |      |  |  | 1.37 |      |  |  | 0.17 |      |  |  | 0.29 |      |  |  | 0.08 |      |  |  | 0.20 |     
|                                          | Meas + Ind     |                |       | MR        |     |                         |    | 154.5 |            |             |  | 4.75       |                  |  |            | 23.6          |       |            |    | 51 | %        |             |  | 78.8     |       |  |  | 4.75 |      |  |  | 2.93 |      |  |  | 1.38 |      |  |  | 0.17 |      |  |  | 0.28 |      |  |  | 0.08 |      |  |  | 0.20 |     
|                                          | Inferred       |                |       | MR        |     |                         |    | 197.6 |            |             |  | 4.99       |                  |  |            | 31.7          |       |            |    | 51 | %        |             |  | 100.8    |       |  |  | 4.99 |      |  |  | 3.09 |      |  |  | 1.43 |      |  |  | 0.17 |      |  |  | 0.30 |      |  |  | 0.08 |      |  |  | 0.19 |     
|                                          | Total Resource |                |       | MR        |     |                         |    | 352.2 |            |             |  | 4.89       |                  |  |            | 55.3          |       |            |    | 51 | %        |             |  | 179.6    |       |  |  | 4.89 |      |  |  | 3.02 |      |  |  | 1.41 |      |  |  | 0.17 |      |  |  | 0.29 |      |  |  | 0.08 |      |  |  | 0.20 |     
|Mineral
Resources                         |                | Measured       |       |           | UG2 |                         |    |       | 199.8      |             |  |            | 6.34             |  |            |               | 40.7  |            |    |    | 51       | %           |  |          | 101.9 |  |  |      | 6.34 |  |  |      | 2.60 |  |  |      | 3.12 |  |  |      | 0.51 |  |  |      | 0.11 |  |  |      | 0.04 |  |  |      | 0.14 | 
|                                          | Indicated      |                |       | UG2       |     |                         |    | 94.7  |            |             |  | 6.40       |                  |  |            | 19.5          |       |            |    | 51 | %        |             |  | 48.3     |       |  |  | 6.40 |      |  |  | 2.63 |      |  |  | 3.14 |      |  |  | 0.51 |      |  |  | 0.12 |      |  |  | 0.05 |      |  |  | 0.17 |     
|                                          | Meas + Ind     |                |       | UG2       |     |                         |    | 294.4 |            |             |  | 6.36       |                  |  |            | 60.2          |       |            |    | 51 | %        |             |  | 150.2    |       |  |  | 6.36 |      |  |  | 2.61 |      |  |  | 3.12 |      |  |  | 0.51 |      |  |  | 0.11 |      |  |  | 0.05 |      |  |  | 0.15 |     
|                                          | Inferred       |                |       | UG2       |     |                         |    | 183.6 |            |             |  | 6.57       |                  |  |            | 38.8          |       |            |    | 51 | %        |             |  | 93.6     |       |  |  | 6.57 |      |  |  | 2.67 |      |  |  | 3.27 |      |  |  | 0.51 |      |  |  | 0.12 |      |  |  | 0.06 |      |  |  | 0.18 |     
|                                          | Total Resource |                |       | UG2       |     |                         |    | 478.1 |            |             |  | 6.44       |                  |  |            | 99.0          |       |            |    | 51 | %        |             |  | 243.8    |       |  |  | 6.44 |      |  |  | 2.63 |      |  |  | 3.18 |      |  |  | 0.51 |      |  |  | 0.12 |      |  |  | 0.05 |      |  |  | 0.16 |     
|                                          |                |                |       |           |     |                         |    |       |            |             |  |            |                  |  |            |               |       |            |    |    |          |             |  |          |       |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      | 
|                                          |                | Total Resource |       |           |     |                         |    |       | 830.2      |             |  |            | 5.78             |  |            |               | 154.3 |            |    |    | 51       | %           |  |          | 423.4 |  |  |      | 5.78 |  |  |      | 2.11 |  |  |      | 2.55 |  |  |      | 0.41 |  |  |      | 0.10 |  |  |      | 0.04 |  |  |      | 0.13 | 
|                                          |                |                |       |           |     |                         |    |       |            |             |  |            |                  |  |            |               |       |            |    |    |          |             |  |          |       |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      |  |  |      |      | 



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Notes:



|(1) | The QPs responsible for the compilation of the mineral resources are G. Mitchell Pri. Sci. Nat., A. Deiss Pri. Sci. Nat. and Dr. W. Northrop.
All QPs are independent consultants to Atlatsa.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The mineral resources are inclusive of mineral reserves.
|--- | --------------------------------------------------------

|(3) | The mineral resources are inclusive of dilution and recovery factors.
|--- | ---------------------------------------------------------------------

|(4) | A cut-off grade of 3.11 g/t for the Merensky Reef was applied.
|--- | --------------------------------------------------------------

A cut-off grade of 4.02 g/t for the UG2 Reef was applied.

|(5) | Metal price assumptions of US$1,863/oz platinum, US$851/oz palladium, US$2,115/oz rhodium and US$1,814/oz gold were used in the estimation of
mineral reserves.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | 4E is the sum of platinum (Pt), palladium (Pd), rhodium (Rh) and gold (Au).
|--- | ---------------------------------------------------------------------------

7.14. Estimation Methods

The
Mineral Resource estimates for precious and base metal grades, thickness, density take a practical mining width cut into account. The total 4E PGM grade is the summation of the individual prill split grades for Pt, Pd Rh and Au.

The modelling procedure adopted was as follows:



| |  |  | the overall dip per farm was used to calculate the true reef thickness. Dip corrections were applied for true mining cut thickness per area, taking
average dip angles into account:
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                       |  |    
|---------------------- |  | ---
|Zeekoegat and Diamand: |  | 25°
|Middelpunt:            |  | 22°
|Umkoanestad:           |  | 18°
|Brakfontein:           |  | 16°



| |  |  | Modelling was completed using Datamine mining software in two dimensions.
| | - |  | -------------------------------------------------------------------------



| |  |  | The validated boreholes and underground samples were combined, compared and investigated geostatistically in order to characterize and optimise the
estimation process.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Statistical and variogram analyses were completed.
| | - |  | --------------------------------------------------



| |  |  | The reef was investigated for the presence of distinct geological and statistical domains.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | The ordinary kriging estimation technique was used for estimation of all the variables.
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | For the block model estimates, block size dimensions of 250 m by 250 m were used within and immediately adjacent to workings. The block dimension
for the remainder of the area was 500 m by 500 m.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A minimum of seven and a maximum of thirty samples were required within the search ellipse for interpolation. This was kept the same for all
variables.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The resource tonnages were estimated using kriged density and thickness estimates, modified by dip correction factor and geological loss factor.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Mineral Resource estimates used for mine planning and reporting are contained in a block model that is a combination of the kriged hanging
wall, channel and footwall layer estimates, weighted according to the kriged density and respective thicknesses.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Mineral Resource estimate considers optimum stope width cuts.
| | - |  | -----------------------------------------------------------------

No geotechnical considerations were necessary for consideration during resource estimation due to the absence of chromite stringers or other
sharp lithological contacts located in the direct hanging wall of the Merensky.

The Mineral Resource Management (MRM) underground
sampling database and the Sable borehole database data were used for resource estimation. The Sable database has provision for storing prill, density and base metal analysis whereas the underground sample sections (MRM) can only store 4E grades. All
data used was converted to WGS84 (LO31) format in 2003.

No PGM correction factor was applied to the borehole or underground sample
values.



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Where samples have missing density values the mean density values per rock type were assigned and
then used during compositing and estimation. Assigned values were not used for statistical analysis or variogram modelling. The Resource and Reserve conversion factors used for the estimation are shown in table 7 below:

Table 7: Resource and Reserve conversion factors



|          |  |                |      |   |     |  |      |               |  |  |              |   |  |                             |      |   |     |  |     |                  |  |  |      |   |  |  |     |  
|--------- |  | -------------- | ---- | - | --- |  | ---- | ------------- |  |  | ------------ | - |  | --------------------------- | ---- | - | --- |  | --- | ---------------- |  |  | ---- | - |  |  | --- | -
|Reef Type |  | GeologicalLoss |      |   | Dip |  |      | Pillar Losses |  |  | Extraction % |   |  | Dilution byMiningActivities |      |   | MCF |  |     | Off ReefDilution | 
|UG2       |  |                | 12   | % |     |  | 21   | o             |  |  | 10.6         | % |  |                             | 89.4 | % |     |  | 6   | %                |  |  | 94.2 | % |  |  | 5.7 | %
|Merensky  |  |                | 18.8 | % |     |  | 22.8 | o             |  |  | 6.9          | % |  |                             | 93.1 | % |     |  | 7.9 | %                |  |  | 97   | % |  |  | 5.7 | %

Known issues that materially affect mineral resources and mineral reserves

The Company is currently unaware of any issues that materially affect these Mineral Resources and Mineral Reserves. The Bokoni Mine has
successfully mined and processed Merensky Reef and UG2 and has economically produced 4E concentrate for the last twenty five years.

7.15. Tax and
Royalties

The current South African Income tax regime for companies applies to Bokoni Mine and includes the following tax regime:



| |  |  | Company income tax rate of 28 % on taxable income.
| | - |  | --------------------------------------------------



| |  |  | Secondary tax on companies (STC), a tax on dividends declared, of 10%, until March 2012, after which STC is abolished and replaced with
15% withholding tax.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

The South African mining sector enjoys immediate tax relief on capital expenditure i.e. capital
expenditure can be off-set against taxable profit in the year it is incurred (or can be carried forward to create a tax shield) i.e. capital expenditure is not depreciated or amortized for tax purposes.

The South African government has enacted the Royalty Act, which imposes a royalty payable to the South African government by business based
upon financial profits made through the transfer of mineral resources. The legislation was passed on November 17, 2008 and came into operation on March 1, 2010.

As a result of the legislation resulting from this Royalty Act, a royalty will be levied for the benefit of the National Revenue Fund of the
government of the Republic of South Africa. The amount levied is based on a percentage calculated by a formula, up to a maximum of 5% on gross sales of refined mineral resources and 7% on gross sales of unrefined mineral resources.

The ultimate royalty to be charged is formula-based, varying according to the profitability of mining operations. As the Bokoni Mine produces
metal-in-concentrate (unrefined mineral resources) the minimum royalty payable with effect from March 1, 2010 is 0.5% of gross sales and the maximum royalty payable is 7% of gross sales, based on the following formula:

Royalty percentage payable on gross sales of unrefined metal produced = 0.5 + [(EBIT x 9)/gross sales]. The calculated royalty tax percentage
for Bokoni Mine was the minimum percentage of 0.5% (2012 0.5%). For the 12 months ended December 31, 2013 the royalty expense was $0.9 million as compared to $0.5 million for the 12 months ended December 31, 2012.

7.16. Life of Mine (LOM)

The current production strategy at Bokoni (base profile) is to produce at 160ktpm from current mining infrastructure, equivalent to the
installed processing capacity of the Bokoni concentrator plant. Production from the older UM2 and Vertical Shafts will be phased out in the next two to four years and the shaft infrastructures will be used to supplement the pumping and ventilation
requirements of the Brakfontein Shaft. Thereafter production will increase to 240ktpm, together with construction of a new concentrator plant to process the additional increase in volume. The additional production will be from an expansion of the
current Middelpunt Hill Shaft from 60 ktpm to 120 ktpm and an additional 20 ktpm from a new project on the Zeekoegat mineral property, utilising the Vertical Shaft infrastructure.

The figure below shows the LOM profile.



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Figure 5. LOM planned ore production



LOGO

7.17. Environmental liabilities and matters

The Bokoni Mine had environmental liabilities estimated at $11.1 million at December 31, 2013.

The Company intends to finance the ultimate rehabilitation costs from the money invested in environmental trust funds, ongoing contributions,
as well as the proceeds on sale of assets and metals from plant clean-up at the time of mine closure.

The Company currently had $3.3
million invested in Environmental Rehabilitation Trust Funds at December 31, 2013.

The South African National Environmental
Management Act 107 of 1998 (NEMA) as well as the MPRDA, which applies to all prospecting and mining operations, requires that these operations are carried out in accordance with generally accepted principles of sustainable development.
It is a MPRDA requirement that an applicant for a mining right must make prescribed financial provision for the rehabilitation or management of negative environmental impacts, which must be reviewed annually. The financial provisions deal with
anticipated costs for:



| |  |  | premature closure;
| | - |  | ------------------



| |  |  | planned decommissioning and closure; and
| | - |  | ----------------------------------------



| |  |  | post closure management of residual and latent environmental impacts.
| | - |  | ---------------------------------------------------------------------

The shortfall of $7.8 million between the funds invested in the environmental trust fund and the estimated rehabilitation cost is funded
through guarantees from Anglo American Platinum and will be re-negotiated in June 2014.

Atlatsas mining and exploration activities
are subject to extensive environmental laws and regulations. These laws and regulations are continually changing and are generally becoming more restrictive. The Company has incurred, and expects to incur in future, expenditures to comply with such
laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation costs are based principally on current legal and regulatory requirements.

Currently, the most significant environmental liabilities that have been identified at Bokoni Mine are dust generation from the tailings dams
and seepage of contaminated water from the settling dams.

The consolidated Merensky tailings dam at the Bokoni Mine has been identified
as a major source of dust in this relatively arid area. At present, some remedial steps have been undertaken to allay the dust and these include partial vegetation of the slopes of the dam as well as constructing wind-screens on the top of the dam.
Both are considered inadequate and in the longer term as legislation becomes stricter it is expected that the slopes and top of the tailings dams will have to be clad with rock and/or adequately vegetated.



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Initial shallow underground mining at the Bokoni Mine intersected both weathered and fractured
overlying aquifers. Therefore, there is an ongoing seepage of ground water into the workings from the Rapholo River. In addition, water from the decant water catchment dam below the tailings dam also seeps into the workings. Total ingress is in the
order of 11,000 cubic metres per day. Subsequently there is on-going pumping of a significant amount of water out of the mines and into surface settling dams. Currently, the existing Water Usage Licence (WUL), granted in October 2008,
permits discharge up to 1.9 million cubic metres of water annually into the Rapholo River until April 2009. The Bokoni Mine requested an amendment to the WUL, which was declined by the Department of Water Affairs, but an appeal was submitted to
the water tribunal. Currently a water study is in progress to update the water model for the mine, to increase the understanding of the aquifer. No water was discharged into the Rapholo River during 2013.

At year-end, a contingency was provided for deep groundwater pollution. The Company has identified a future pollution risk posed by deep
groundwater in certain underground mines. Various studies have been undertaken by Bokoni Mine since 2012. In view of the documentation of current information for the accurate estimation of the liability, no reliable estimate can be made for the
obligation.

8. The Ga-Phasha Project

As per the recently completed Restructure Plan (refer to ITEM 4, Section 3.9 - the Restructure Plan), the
Ga-Phasha project was split into two sets of mineral properties. The Paschaskraal and De Kamp mineral properties were sold to Anglo American Platinum on December 13, 2013 and the Klipfontein and Avoca mineral properties were incorporated into
the exiting Bokoni Mine.

The Platreef Project

9.1. Agreements

Atlatsa holds a
51% interest in the Kwanda through Bokoni Holdco. The Boikgantsho Project was sold in its entirety to Anglo America Platinum on December 13, 2013 as part of the Restructure Plan (refer to ITEM 4, Section 3.9 - the Restructure
Plan). Further details of Atlatsas interests in the Central Block and Rietfontein properties are given under Location and Property Description below.

9.2. Location and Property Description

The Platreef Project is located near the town of Mokopane (formerly Potgietersrust) in South Africa, approximately 275 km northeast of
Johannesburg. The property holdings comprise all or parts of seventeen mineral properties, totalling 32,573 ha. The Platreef Project is divided into four geographical regions: the North Block, the Central Block, the Rietfontein Block and the South
Block (Table 10 and Figure 7), further described below. The North and South Blocks fall under the Kwanda Project.

No surface rights have
been secured on the properties to date. Once the required area has been established, it would be necessary to negotiate a purchase agreement with the surface rights owner(s). Prices are expected to range between ZAR2,000/ha ($294/ha) and ZAR5,000/ha
($736/ha) depending on the infrastructure required to be developed on the farms.



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Figure 6. Property Holdings, Platreef Properties



LOGO



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Prospecting or mineral rights held by Atlatsa, through Plateau Resources, including its 51%
ownership of Bokoni Platinum Holdings is listed in table 8 below:

Table 8. Platreef Mineral Rights



|                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Property or Farm                                                                                                                                                                                                                                                                                                                                                                                                        |  | Type and status of mineral rights                                                                                                                                                                                                                           |  | Duration of New Order prospecting right                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Kwanda North: 
Ham 699 LR 
Gilead 729 LR 
Elberfield 731 LR 
Gideon 730 LR 
Chlun 735 LR 
Swerweskraal 736 LR                                                                                                                                                                                                                                                                                                           |  | New order prospecting rights have been granted. They are held jointly by Plateau and RPM.                                                                                                                                                                   |  | This right commenced on December 11, 2007, and endures for 5 years to December 10, 2012.
 Renewal applications have been submitted on
December 7, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Kwanda South:
 Rondeboschje 295 KR
 Cyferkuil 321 KR
 Haakdoornkuil 323 KR
 Vaalkop 325 KR
 Naboomfontein 320 KR                                                                                                                                                                                                                                                                                                        |  | These apply to PGMs and extend also to gold, silver, copper and nickel.                                                                                                                                                                                     |  | This right commenced on July 23, 2008 and endures for 5 years to July 22, 2013.
 Renewal applications have been submitted on
December 7, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Central Block: 
Portion 2 of the Farm Elandsfontein 766 LR 
Malokongskop 780 LR 
Portion 1 of the farm Elandsfontein LR 
Hamburg 737 LR 
Portion 2 (a portion of portion 1) of Dorstland 768 LR 
Portion 3 (a portion of portion 1) of Dorstland 768 LR 
Noord Holland 775 LR 
Mineral Area 1, excluding Mineral Area 2, on the Remaining Extent of Dorstland 768 LR
 Remaining Extent of Portion 1 of Dorstland 768 LR |  | New order prospecting rights have been granted to Plateau.
 Dortsland and Malokongskop cover all minerals and oil and
gas.  Noord Holland Right does not include oil and
gas.  Portion 1 of Elandsfontein 766 LR and Hamburg 737
LR, includes all minerals. |  | Portion 2 of Elandsfontein 766 LR Portions 2, 3 and the Remaining Extent of Portion 1 and Mineral Area 1 of Dorstland 768 LR
Remaining Extent and Portions 1 and 2 of Noord Holland 775 LR Portion 1 of Elandsfontein 766 LR and Hamburg 737 LR rights commenced March 20, 2007, and endure for 5 years to March 19, 2012. As of March 30, 2012, renewal applications have
been submitted and awaiting response.  Malokongskop 780 LR
right commenced on November 28, 2006 and endures for 5 years to November 27, 2011. As of March 30, 2012, renewal applications have been submitted and awaiting response.
|Rietfontein Block: 
Rietfontein 2 KS                                                                                                                                                                                                                                                                                                                                                                                    |  | New order prospecting right has been granted to Plateau.
 It includes all mineral except precious stones and oil and
gas.                                                                                                                                   |  | This right commenced on November 28, 2006 and endures for 5 years to November 27, 2011. As of March 30, 2012, renewal applications have been submitted
and awaiting response.                                                                                                                                                                                                                                                                                                                                                                                                                                 

9.3. Rietfontein Block

The current prospecting right for the Rietfontein project was valid for a five year period, expiring November 27, 2011. Prior to the
expiry date, on August 22, 2011, Atlatsa lodged an application to renew the prospecting right for a three year extension of term. To date the renewal is still pending.

Preliminary investigations of the Rietfontein project indicate that more value could be extracted by incorporating it with the adjacent
Platreef project which is owned by Ivanplats, rather than operating it as a stand-alone project. Ivanplats and Atlatsa entered into a joint operation with respect to the aforementioned properties June 29, 2001 (the Existing JO).

Atlatsa has entered into a settlement agreement (the Settlement Agreement) effective December 11, 2009 with Ivanplats to
replace and supersede the above mentioned 2001 agreement. This Settlement Agreement is the current Existing JO agreement, , relating to the Rietfontein property located on the northern limb of the BIC. The Settlement Agreement is a result of the
arbitration process relating to disagreements with respect to the exploration activities undertaken at the Rietfontein property. Salient terms of the Settlement Agreement are as follows: Both parties agreed to abandon their respective claims under
dispute forming the subject matter of arbitration;



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The Existing JO between the parties was amended, such that the Existing JO was extended to
incorporate a defined area of Ivanplats adjacent Turfspruit mineral property. Both parties retained their existing prospecting rights in respect of mineral properties in their own names but made these rights and technical information available
to the extended joint operations (the Extended JO);



| |  |  | Atlatsa is entitled to appoint a member to the Extended JO technical committee and all technical programmes are carried out with input from
Atlatsa;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Atlatsa was awarded a 6% free carried interest in the Extended JO, provided that the Extended JO contemplated an open pit mining operation,
incorporating the Rietfontein mineral property;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Atlatsa has no financial obligations under the Extended JO terms and Ivanplats is required to fund the entire exploration program to feasibility
study with no financial recourse to Atlatsa; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On delivery of the feasibility study, Atlatsa may elect to either: retain a participating interest of 6% in the Extended JO and finance its pro
rata share of the project development going forward; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | relinquish its participating interest of 6% in the Extended JO in consideration for a 5% net smelter return royalty in respect of mineral products
extracted from those areas of the Rietfontein mineral property forming part of the Extended JO mineral properties.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Atlatsa has lodged an application to renew the prospecting right for the Rietfontein Project for three years. The Company expects that the
rights will be renewed. The Company is engaged in negotiations with Ivanplats about the joint approach going forward. Atlatsa currently holds a 100% direct ownership interest in the Rietfontein Project.

9.4. Central Block

The Central
Block consists of five farms or portions thereof, acquired by Atlatsa, through its wholly-owned South African subsidiary Plateau, prior to its joint ventures with Anglo American Platinum. It also includes one portion of the Dorstland farm acquired
by way of an agreement with RPM. Dorstland 768LR was acquired through an agreement with Pinnacle Resources in 1999. Rights to the other farms or portions are administered by the Department of Mineral Resources (DMR).

The Company is currently evaluating its approach to properties on the Central Block, which may include potential joint venture relationships
with third party exploration companies.

9.5. Kwanda Project (North Block and South Block)

On May 16, 2002, Atlatsa, through its wholly-owned South African subsidiary, Plateau completed a joint venture agreement with RPM for the
right to acquire up to an 80% interest in twelve PGM properties located on the Northern Limb of the Bushveld Complex.

As of July 1,
2009, the joint venture terminated and Kwanda Platinum Mine Proprietary Limited, a wholly owned subsidiary of Bokoni Holdco, owns the respective interest in and assets relating to the Kwanda Project. As a result of the completion of the Bokoni
Transaction, Atlatsa effectively owns 51% of the Kwanda Project.

The Company intends to continue with its existing prospecting programs
at the Kwanda mineral properties in 2012 at a cost of approximately $0.2 million.

10. Exploration and Development

Kwanda and Central Block Projects

Bokoni Holdco intends to continue with its existing prospecting programs at the Kwanda mineral properties in 2014 at a cost of approximately
$0.2 million.

On Central Block, a number of the prospecting rights have expired and renewal applications have been lodged. The Company
expects that the rights will be renewed.

Atlatsa currently holds a 100% direct ownership interest in the Central Block Project.

Atlatsa currently holds a 51% indirect ownership interest in the Kwanda Project.



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|ITEM 4A | UNRESOLVED STAFF COMMENTS
|------- | -------------------------

None.



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|ITEM 5 | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------ | --------------------------------------------

Overview

The audited consolidated financial statements have been prepared in accordance with IFRS. The Company adopted IFRS as of January 1, 2009.

Atlatsa incurred a net profit for the year ended December 31, 2013 of $99.9 million (2012: ($95.6 million)) and as of that date its
total assets exceeded its total liabilities by $379.1 million (2012: ($205.3 million)). The Company incurred losses until 2012, with a profit in 2013.

The Company embarked on a restructuring and recapitalising plan during 2012 and on September 28, 2012, Phase One of the Restructure Plan
was completed. On December 13, 2013, Phase Two commenced and were completed on January 31, 2014. The effect was a consolidation of all loan facilities into one facility at a more favourable interest rate of 5.98% compared to 12.31% of the
previous facility. On January 31, 2014, Phase Two was completed reducing Atlatsa debt by $248.2 million (ZAR2.45 billion). In addition, Atlatsas debt of $199.2 million (ZAR1,939.4 million) was capitalized on December 13, 2013. The
funds available from the New Senior Facilities Agreement and the Advance are expected to meet the Companys projected cash flow requirements until approximately March 2015. Under the New Senior Facilities Agreement, the debt will only be
repayable once the Company generates sufficient free cash flow.

Anglo American Platinum has currently extended financial support until
March 2015.

Atlatsas audited consolidated financial statements however are prepared on the basis of accounting policies applicable
to a going concern. Refer to note 2 of the audited annual financial statements for Fiscal 2013 as well as Section 1.12 Liquidity in the MD&A for the fiscal year ended December 31, 2013 (filed on March 31, 2014).

For additional details with respect to historical exchange rates, refer to ITEM 3 - Key Information. The outlook
for Atlatsas assets primarily relates to the outlook for platinum group metals. Refer to ITEM 4, Section 3.9 - the Restructure Planandfor information relating to the historical prices for platinum group
metals, refer to ITEM 5D - Trend Information below.

Key drivers of the Companys operating results and principle factors
affecting its operating results

The principal uncertainties and variables facing the Companys business and, therefore, the key
drivers of its operating results are:



| |  |  | The prices of PGM metals, which fluctuates in U.S. dollars and ZAR;
| | - |  | -------------------------------------------------------------------



| |  |  | The production tonnages and PGM content thereof, impacting on the amount of PGM metals the Company produces, at its operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | The cost of producing the PGM metals as a result of mining efficiencies;
| | - |  | ------------------------------------------------------------------------



| |  |  | General economic factors, such as exchange rate fluctuations and inflation, and factors affecting mining operations, particularly in South Africa;
and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The total undrawn facility between RPM and Plateau under the New Senior Facilities Agreement at December 31, 2013 was $7.5 million (ZAR74.3
million). In the event that Plateau draws down the $7.5 million (ZAR74.3 million) remaining to fund its 51% contribution to Bokoni Holdco, RPM will fund its 49%, bringing the total available facility at December 31, 2013 to $14.8 million
(ZAR145.7 million), as well as the Advance that is in place until March 31, 2015.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PGM prices

The Companys revenues are derived primarily from the sale of PGM metals produced at the Bokoni Mine. As a result, the Companys
operating results are directly related to the prices of these PGM metals, which can fluctuate widely and are affected by numerous factors beyond the Companys control, including industrial and jewellery demand, expectations with respect to the
rate of inflation, the strength of the U.S. dollar (the currency in which the prices of the PGM metals are generally quoted) and of other currencies, interest rates, forward sales by producers, global or regional political or economic events, and
production and cost levels in major PGM-producing regions such as South Africa. As a general rule, the Company sells the PGM metals produced at the market prices to obtain the maximum benefit from prevailing PGM metal prices.



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The movements in the U.S. dollar PGM spot price for 2013, 2012 and 2011 are indicated in the following table:



|                                         |  |                  |       |  |                  |     |       |          |  |  |     |   
|---------------------------------------- |  | ---------------- | ----- |  | ---------------- | --- | ----- | -------- |  |  | --- | --
|Monthly average basket PGM prices        |  | 2013 fiscal year |       |  | 2012 fiscal year |     |       | % change | 
|Lowest PGM price during the fiscal year  |  | US$              | 1,075 |  |                  | US$ | 1,015 |          |  |  | 6   | % 
|Highest PGM price during the fiscal year |  | US$              | 1,318 |  |                  | US$ | 1,202 |          |  |  | 10  | % 
|Average PGM price during the year        |  | US$              | 1,187 |  |                  | US$ | 1,105 |          |  |  | 7   | % 
|PGM price at end of the year             |  | US$              | 1,124 |  |                  | US$ | 1,120 |          |  |  | 0   | % 
|PGM price at beginning of the year       |  | US$              | 1,112 |  |                  | US$ | 1,105 |          |  |  | 1   | % 
|                                         |  |                  |      
|Monthly average basket PGM prices        |  | 2012 fiscal year |       |  | 2011 fiscal year |     |       | % change | 
|Lowest PGM price during the fiscal year  |  | US$              | 1,015 |  |                  | US$ | 1,112 |          |  |  | (9  | %)
|Highest PGM price during the fiscal year |  | US$              | 1,202 |  |                  | US$ | 1,515 |          |  |  | (21 | %)
|Average PGM price during the year        |  | US$              | 1,105 |  |                  | US$ | 1,381 |          |  |  | (20 | %)
|PGM price at end of the year             |  | US$              | 1,120 |  |                  | US$ | 1,141 |          |  |  | (2  | %)
|PGM price at beginning of the year       |  | US$              | 1,105 |  |                  | US$ | 1,435 |          |  |  | (23 | %)

Based on Atlatsas 2013 PGM production, the approximate sensitivity of its revenue to a 10% increase or
decrease in the 2013 average market PGM price is a $20.8 million (ZAR194.6 million) increase or decrease in revenue.

PGM production and operating
costs

Production from the Bokoni Mine for Fiscal 2013 totalled 1,525,945 tonnes and 170,295 4E ounces at an average yield of 3.6.
Refer to ITEM 5A. Operating Resultsfor the production statistics of the Bokoni Mine.

The Companys costs
and expenses consist primarily of operating costs, royalties and depreciation. Operating costs include labour, contractor services, stores, electricity and other related costs, incurred in the production of PGM metals. Labour is the largest
component of operating costs consisting 38% of direct operating costs at the Bokoni Mine in Fiscal 2013. This amount is normally approximately 50% of cash operating costs but was lower in 2012 as a result of the strike action at Bokoni Mine. Refer
to ITEM 4, Section 3.10 Illegal Strike Action at Bokoni Mine.

General economic factors

The Bokoni Mine is situated in South Africa and the Company is exposed to a number of factors, which could affect its profitability, such as
exchange rate fluctuations, inflation and other risks relating to South Africa. In conducting its mining operations, the Company recognizes the inherent risks and uncertainties of the industry, and the wasting nature of the assets.

Effect of exchange rate fluctuations

For
Fiscal 2013, 100% of the Companys revenues were generated from the Bokoni Mine in South Africa. During this period the U.S. dollar strengthened by 18% against the ZAR. As the price of PGM metals are denominated in U.S. dollars and the Company
realizes its revenues in ZAR, the appreciation of the U.S. dollar against the ZAR increases the Companys profitability, whereas the depreciation of the U.S. dollar against the ZAR reduces its profitability.

Commodities for example fuel and steel are paid for in ZAR, but the price is internationally driven in US$, as such a double hit
could be taken in cost of sales, the price of the commodity raising as well as a deterioration in the ZAR exchange rate.

Currency hedging

Atlatsa does not engage in any hedging operations with respect to currency or in-situ minerals. Funds in excess of Atlatsas immediate
needs are invested in short term near-cash investments pending the requirements for the funds. In addition, the Company has cash and certain liabilities denominated in ZAR. As a result, the Company is subject to foreign exchange risk from
fluctuations in foreign exchange rates. The Company has not entered into any derivative or other financial instruments to mitigate this foreign exchange risk.

Effect of inflation

South Africa went
through a period of increased inflation along with other world markets in 2008. The South African inflation rate stabilized in fiscal 2009 and the CPI (Consumer Price Inflation) index was 5.4% in December 2013 (2012: 5.7%). The
Companys operating costs are directly impacted by inflation.



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South African political, economic and other factors

The Company operates only in South Africa, and its mining activities in South Africa are subject to, amongst others, the following laws and
regulations:



| |  |  | The Broad-based Black Economic Empowerment Act;
| | - |  | -----------------------------------------------



| |  |  | The Minerals Act;
| | - |  | -----------------



| |  |  | The MPRDA;
| | - |  | ----------



| |  |  | The Royalties Act.
| | - |  | ------------------

The Company is also subject to various local, national and regional safety, health and environmental laws and regulations. Refer to
ITEM 3.D. (Risk Factors) and ITEM 4.B. (Business Overview  Mining and Exploration in South Africa)for a detailed discussion on the political, economic and other factors affecting South African companies.



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5 A. Operating Results



|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | -------------------------- | -- | ----------- | -------------------------- |  | -- | ----------- | -
|Consolidated statements of financial position                                   |  | As atDecember 31,2013      |             |   | As atDecember 31,2012      |    |             | As atDecember 31,2011      | 
|Total assets                                                                    |  | $                          | 773,629,408 |   |                            | $  | 814,065,329 |                            |  | $  | 893,008,966 |  
|Non-current liabilities ( including short-term portion of loans and borrowings) |  | $                          | 322,636,481 |   |                            | $  | 587,919,471 |                            |  | $  | 897,968,643 |  
|                                                                                |  |                            |            
|Consolidated statements of comprehensive income                                 |  | Year endedDecember 31,2013 |             |   | Year endedDecember 31,2012 |    |             | Year endedDecember 31,2011 | 
|Revenue                                                                         |  | $                          | 195,621,452 |   |                            | $  | 117,557,331 |                            |  | $  | 144,406,716 |  
|Cost of sales                                                                   |  | ($                         | 233,776,296 | ) |                            | ($ | 195,387,551 | )                          |  | ($ | 209,966,805 | )
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|Gross loss                                                                      |  | ($                         | 38,154,844  | ) |                            | ($ | 77,830,220  | )                          |  | ($ | 65,560,089  | )
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|Profit / (Loss) for the year                                                    |  | $                          | 99,869,277  |   |                            | ($ | 95,566,870  | )                          |  | ($ | 147,864,548 | )
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|Basic profit / (loss) per share                                                 |  | $                          | 0.47        |   |                            | ($ | 0.04        | )                          |  | ($ | 0.19        | )
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|Diluted profit / (loss) per share                                               |  | $                          | 0.46        |   |                            | ($ | 0.04        | )                          |  | ($ | 0.19        | )
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|Weighted average number of common shares outstanding 1                          |  |                            | 426,290,432 |   |                            |    | 424,791,411 |                            |  |    | 424,783,603 |  
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  
|Diluted weighted number of common shares outstanding (million) 2                |  |                            | 429,288,473 |   |                            |    | 424,791,411 |                            |  |    | 424,783,603 |  
|                                                                                |  |                            |             |   |                            |    |             |                            |  |    |             |  



|1 | On a fully diluted basis, post-conversion of the B Preference Shares.
|- | -----------------------------------------------------------------------

|2 | Including unvested ESOP treasury shares
|- | ---------------------------------------

With effect from July 1, 2009, Atlatsa transformed from an exploration and development company into a PGM producer as detailed in
Atlatsas Amended Business Acquisition Report, dated September 28, 2010 (furnished to the SEC on Form 6-K on February 1, 2011). This transformation was achieved through the Bokoni Transaction. The Bokoni Transaction is discussed in
detail in ITEM 4.A.

Highlights

Consolidated
Statements of Financial Position

5A. 1 - Fiscal 2013 compared to Fiscal 2012

A decrease of $40.4 million in total assets is noted from Fiscal 2012 to Fiscal 2013. This is primarily due to the deterioration in the ZAR to
$ exchange rate by 15.7%; which impacts the translation of assets of the South African subsidiaries from ZAR to $. On property, plant and equipment the exchange rate impact was $101.8 million. The decrease is also due to the sale of the Boikgantsho
Project and the Eastern Ga-Phasha Project as part of the Restructure Plan of $3.5 million. These mineral properties were disclosed as assets held for sale. Trade and other receivables increased at December 31, 2013 compared to December 31,
2012 due to limited production in Q4 2012 caused by the illegal strike. Cash and cash equivalents also increased by $26.1 million.

The
decrease in non-current liabilities (including short-term portion of loans and borrowings) of $265.3 million is partially due to the deterioration in the ZAR to $ exchange rate by 15.7%; which impacts the translation of liabilities of the South
African subsidiaries from ZAR to $. For the loans and borrowings a foreign exchange difference of $48.8 million resulted from the deterioration in the ZAR to $ exchange rate.

The Companys deferred tax liability decreased by $17.8 million. In addition, as part of the Restructure Plan, a portion of
Atlatsas debt of $199.2 million (ZAR1,939.4 million) with the funds received from the subscription from by RPM for additional shares in Bokoni Holdco and $169.3 million (ZAR 1,671.0 million) was further repaid after the sale of the Boikgantsho
Project and the Eastern Ga-Phasha Project. A net fair value loss of $50.3 million resulted from fair valuing and repayment of Atlatsas loans and borrowing. Loans and borrowings increased due to additional draw downs on existing credit
facilities of $76.0 million (ZAR710.0 million) during the year. Accrued interest for the year was $57.2 million.



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At December 31, 2013; the current liabilities of Atlatsa exceeded the current assets by
$73.8 million. This is due to the fact that once the conditions precedent for the implementation of Phase Two of the Restructure Plan were met on December 12, 2013, the debt owing by the Company to RPM of $76 million (ZAR750.0 million) under
the New Senior Facilities Agreement became repayable upon the issuance of 125 million Atlatsa common shares for $76 million (ZAR750.0 million) to RPM in accordance with the terms of the Restructure Plan. The timing of the new share issue and
subsequent repayment of the debt falls within a twelve month period from the Companys financial year-end and therefore is classified as a current liability.

5A. 2 - Fiscal 2012 compared to Fiscal 2011

The decrease in total assets of $78.9 million is primarily due to the effect of translating property, plant and equipment of the South African
subsidiaries from ZAR to $, which equates to $55.4 million and a decrease in trade and other receivables of $23.8 million.

The decrease
in non-current liabilities of $310 million is largely due to the recognition of a fair value gain of $215.5 million on the 2009 Senior Debt Facility, translating loans and borrowings of the South African subsidiaries equating to a foreign exchange
difference of $53.2 million, settlement of the A Preference shares between RPM and Holdco of $198.5 million, draw downs of $72.8 million and interest accrued of $84.5 million.

Consolidated Statements of Comprehensive Income

5A. 3
- Fiscal 2013 compared to Fiscal 2012

Atlatsa incurred a gross operating loss for Fiscal 2013 of ($38.2 million) which is $39.7
million less than the gross loss incurred in Fiscal 2012 ($77.8 million).

In Fiscal 2013, Atlatsa incurred an operating profit of $159.8
million compared to an operating loss of ($2.5 million) in Fiscal 2012. This is mainly due to the profit on the sale of the Boikgantsho Project and the Eastern Ga-Phasha Project of $171.1 million, as per Phase Two of the Restructure Plan, the impact
of the strike experienced in Q4 2012 and improved performance of the Bokoni Mine.

The earnings per share increased from ($0.04) to $0.47
from December 31, 2012 to December 31, 2013. The increased earnings is mainly due to the sale of the Boikgantsho Project and the Eastern Ga-Phasha Project, improved performance of the Bokoni Mine and the impact of the strike experienced in
Q4 2012.

The major contributors to the increase in profit by $195.4 million for Fiscal 2013 are described below:

Revenue

The Bokoni concentrator milled
1,312,631 underground tonnes during Fiscal 2013, which was 52% higher than the 863,675 underground tonnes milled during Fiscal 2012.

The
Klipfontein opencast delivered 213,314 tonnes to the concentrator during Fiscal 2013, of which the first reef tonnes were delivered to the concentrator during June 2013, refer to Section 1.7.1.  Bokoni Mine. Targeted production
from the opencast was achieved in September 2013 at 40,000 tonnes.

Total tonnes milled for Fiscal 2013, were 1,525,945, compared to total
tonnes milled for Fiscal 2012, of 863,675, this represents an increase of 76.7%. Due to the illegal strike that occurred in Q4 2012; only 6,319 tonnes were milled in Q4 2012, compared to 425,125 in Q4 2013.

If tonnes milled for Q3 2013 is compared to the nine months ending September 30, 2012, an increase in total tonnes milled of 28.4% is
noted. Consistently in Fiscal 2013, increased mine performance should also be taken into account: for Q2 2013 compared to Q1 2013; an increase in total tonnes milled of 19.2% was noted. For Q3 2013 compared to Q2 2013; an increase in total tonnes
milled of 21.0% was noted. For the period Q4 2013, compared to Q3 2013; a slight decrease in total tonnes milled of 2.7% was noted; however this shows the overall improvement of the mines production.

The Bokoni Mine produced 170,295 total 4E ounces during Fiscal 2013, compared to 102,761 4E ounces during Fiscal 2012, an increase of 65.7%.
The underground PGM ounces of 156,578, compared to full production in Fiscal 2012, are still an increase of 52.4%.



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The decrease in revenue in Fiscal 2012 is due to lost production from October 1, 2012 to
mid-December 2012 as a result of the illegal strike at the Bokoni Mine resulting in approximately 35,500 PGM oz (4E) of production being lost in Q4 2012.

Revenue was made up as follows:



| |  |  | The 4E basket price for Fiscal 2013 was 15.0% higher at ZAR11,478 compared to ZAR9,978 for Fiscal 2012; however; in Fiscal 2013 the US Dollar
(US$) basket price was US$1,189 compared to US$1,221 in Fiscal 2012, which is a 2.6% decrease.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The platinum price during Fiscal 2013 was 4.4% lower compared to Fiscal 2012.
| | - |  | -----------------------------------------------------------------------------



| |  |  | The average realized ZAR/US$ exchange rate for Fiscal 2013 was ZAR9.65 compared to the average realized exchange rate of ZAR8.17 for Fiscal 2012 (a
weakening of the ZAR of 18.1%).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenue was $195.6 million (ZAR1,828.2 million) for Fiscal 2013 compared to the $117.6 million (ZAR963.6 million) for Fiscal 2012.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | $0.6 million (ZAR5.6 million) was paid in concentrate grade penalties for Fiscal 2013, compared to $0.7 million (ZAR5.9 million) in Fiscal 2012.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

Cost of sales

Consolidated cash operating costs of $194.0 million (ZAR1,813.5 million) for Fiscal 2013 were $35.7 million (ZAR515.2 million) more than Fiscal
2012 ($158.4 million (ZAR1,298.3 million)); this represents an increase of 22.5% in $ terms and 39.7% in ZAR terms. The main contributors to the cost variances were:



| |  |  | Labour costs for Fiscal 2013 were $89.0 million (ZAR832.1 million), which was an increase of 10.0% in $ terms (which is attributable to a weakening
of the average ZAR of 14.0%  the average exchange rate deteriorated from ZAR8.20 to ZAR9.35 during the period) and 25.5% in ZAR terms compared to Fiscal 2012 ($80.9 million (ZAR663.2 million)). The increase in ZAR labour costs was mainly due
to:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | annual salary increases provided for as from July 2013;
| | - |  | -------------------------------------------------------



| |  |  | the 3-month strike experienced during Q4 2012 (no work  no pay); and
| | - |  | ---------------------------------------------------------------------



| |  |  | an increase of 3% in supervisory and middle management employees to improve production, supervision and governance.
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Contractor costs for Fiscal 2013 were $29.2 million (ZAR272.5 million), which was an increase of 98.0% in $ terms and 125.8% in ZAR terms compared
to Fiscal 2012 ($14.7 million (ZAR120.7 million)). The increase was mainly due to increase in contractor cost associated with an increase in working cost primary development, re-development, and ledging, the opencast contractor cost of $1.9 million
(ZAR17.5 million), and the 3-month strike experienced during Q4 2012.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consumable costs for Fiscal 2013 were $39.1 million (ZAR365.1 million), which was an increase of 34.0% in $ terms and 52.8% in ZAR terms compared
to Fiscal 2012 ($29.1 million (ZAR238.9 million)). The increase was driven by a 76.5% increase in tonnes delivered compared to Fiscal 2012 and a working cost development increase of 48% against Fiscal 2012.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Utility costs for Fiscal 2013 were $14.0 million (ZAR130.5 million), which was an increase of 15.8% in $ terms and 32.0% in ZAR terms compared to
Fiscal 2012 ($12.1 million (ZAR98.8 million)), mainly due to Eskom rate increases and increased production.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sundry costs for Fiscal 2013 were $22.8 million (ZAR212.8 million), which was an increase of 5.5% in $ terms and 20.3% in ZAR terms compared to
Fiscal 2012 ($21.6 million (ZAR176.9 million)); mainly due to annual price increases and transport costs relating from increased production.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in inventory increased for Fiscal 2013 to $0.4 million (ZAR4.0 million), which was a decrease of more than 100% in $ terms and more than
100% in ZAR terms compared to Fiscal 2012 ($0.04 million (ZAR0.3 million)).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Depreciation for Fiscal 2013 increased to $39.4 million (ZAR367.9 million) by 6.7% in $ terms and 22.2% in ZAR terms compared to Fiscal 2012 ($37.0
million (ZAR303.3 million)).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash draw downs from available debt facilities for Fiscal 2013 were $69.2 million
(ZAR644.1 million) compared to Fiscal 2012 of $60.5 million (ZAR597.3 million). This represents an increase of 7.8%. In Q4 2013 the Company drew down $7 million (ZAR65.8 million) from the New Senior Facilities Agreement for the capital gains tax
that was payable on the sale of the Eastern Ga-Phasha Project. This reduced the facility available to Plateau to meet Bokoni Holdcos cash requirements. Cost per tonne milled for Fiscal 2013 was $128 (ZAR1,197) per tonne compared to $187
(ZAR1,535) per tonne in Fiscal 2012. This represents a decrease of 31.6% in $ terms and 22.0% in ZAR terms.

Cost per 4E ounce for Fiscal
2013 was $1,148 (ZAR10,728) per 4E ounce as compared to $1,574 (ZAR12,902) per 4E ounce in Fiscal 2012. This represents a decrease of 27.1% in $ terms and 16.8% in ZAR terms.



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Exchange rate

For presentation purposes, currencies of the South African subsidiaries are converted from ZAR to $. The average ZAR to $ exchange rate for
Fiscal 2013 was ZAR9.35=$1. This represents a weakening of 14.0% compared to the average exchange rate for Fiscal 2012 of ZAR8.20=$1.

Finance expenses

Finance expenses for Fiscal 2013 were $56.4 million compared to $82.8 million in Fiscal 2012, which was a decrease of 31.9%. This was
a result of the various debt facilities still being in place at September 28, 2012 when Phase One of the Restructure Plan was implemented. Additionally, interest in the current period excludes the A Preference Share Facility which
was capitalised as a part of Phase One of the Restructure Plan. The value of the A Preference Shares capitalised was $172.2 million (ZAR1.7 billion) in 2012.

Excluded from the amount of $56.4 million is interest that was capitalised in Fiscal 2013 of $1.5 million (ZAR14 million), compared to $2.4
million (ZAR19.5 million) capitalised in Fiscal 2012 on qualifying assets.

Refer to Section 1.18  Critical Accounting
Estimates in the MD&A, under the sub-heading Fair value of consolidated 2009 Senior Debt Facility for details on the evaluation of the 2009 Senior Debt Facility after completion of the Phase One of the Restructure
Plan.

Pursuant to Phase One of the Restructure Plan; the parties agreed that interest on the 2009 Senior Debt Facility would be
calculated using the method set out below; the same terms will apply on the New Senior Facilities Agreement from December 13, 2013.



|                                                             |  |                  |  |                 |  |                  |  |                  |  |                  |  |                 
|------------------------------------------------------------ |  | ---------------- |  | --------------- |  | ---------------- |  | ---------------- |  | ---------------- |  | ----------------
|Total Facility Outstanding                                   |  | 2013             |  | 2014            |  | 2015             |  | 2016             |  | 2017             |  | 2018            
|Up to ZAR1,000,000,000                                       |  | zero interest    |  | zero interest   |  | JIBAR minus5.14% |  | JIBAR minus3.11% |  | JIBAR minus0.96% |  | JIBAR plus1.30% 
|From (and including) ZAR1,000,000,000 up to ZAR2,000,000,000 |  | JIBAR minus1.25% |  | JIBAR plus3.02% |  | JIBAR plus2.36%  |  | JIBAR plus4.39%  |  | JIBAR plus6.54%  |  | JIBAR plus6.30% 
|From (and including) ZAR2,000,000,000                        |  | JIBAR plus8.75%  |  | JIBAR plus8.02% |  | JIBAR plus7.36%  |  | JIBAR plus11.89% |  | JIBAR plus11.54% |  | JIBAR plus11.30%

The interest applicable on the debt owing (based on contractual value refer to Section 1.13 
Capital Resources in the MD&A for the contractual value) by Atlatsa to RPM is based on the tranche that the value of the contractual debt falls in. For accounting purposes; interest is recorded at a calculated effective interest rate. For
the 49% debt between Bokoni Holdco and RPM which contractually is currently interest free, the effective interest rate was fixed at 13.94% for Fiscal 2013. The debt between Plateau and RPM has an effective floating interest rate of JIBAR plus 7.99%
for Fiscal 2013. Any draw down between Bokoni Holdco and RPM after the repayment of debt on December 13, 2013 will be capitalised.

Phase One of the Restructure Plan reduced the interest between Plateau and RPM to an annual cash flow effective rate of currently 5.98%
(linked to the 3-month JIBAR of 5.22% at December 31, 2013) from the effective rate of 12.31% before the consolidation of the loans on September 28, 2012.

Refer to ITEM 4, Section 3.9 - the Restructure Plan for details of the joint announcement by Atlatsa and Anglo
American Platinum released on March 27, 2013, and the conclusion of the first part of Phase Two on December 13, 2013 which reduced the loan balance.

Income Tax Expense

Income Tax expense of
$3.9 million (Fiscal 2012 - $10.6 million) was incurred in Fiscal 2013. A portion of this expense relates to capital gains tax paid on the sale of the Eastern Ga-Phasha Project and the Boikgantsho Project of $7.0 million (ZAR65.8 million). Taxable
losses and deductible expenditure incurred by the Bokoni Group in Fiscal 2013, together with related deferred tax on the fair value of the Bokoni Groups loans resulted in a reduction in the deferred tax liabilities during the year, with a
corresponding deferred tax income therefore lowering the income tax expense. In Fiscal 2012, a deferred tax expense arose as a result of the recognition of the fair value gain to reflect Phase One of the Restructure Plan.



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##### Table of Contents

Capital

Total capital expenditure for Fiscal 2013 were $51.0 million (as opposed to $38.9 million for Fiscal 2012), comprising 32.4% sustaining capital
and 67.6% project expansion capital (as opposed to 46.8% sustaining capital and 53.2% project expansion capital for Fiscal 2012).

Royalties:
Implementation of the Mineral and Petroleum Resources Royalty Act, 2008 (Act no. 28 of 2008)

The Mineral and Petroleum Resources
Royalty Act, imposes a royalty payable to the South African government based upon financial profits made through the transfer of mineral resources.

The royalty is based on a predetermined percentage applied to gross sales of unrefined metal produced. The predetermined percentage is equal
to 0.5 + ((Earnings Before Interest and Tax x 9)/gross sales). The percentage cannot be less than 0.5%.

The royalty is accounted for on a
monthly basis in the accounting records of Bokoni.

The payments in respect of the royalty are due in three intervals:



| |  |  | six months into the financial year (June 30) calculation based on actual and estimated figures, and a first provisional payment based on
this;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | twelve months into the financial year (December 31)  calculation based on actual and estimated figures, and a second provisional payment
based on this; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | six months after the financial year (June 30)  true up calculation done, and a final payment.
| | - |  | ----------------------------------------------------------------------------------------------

The Fiscal 2013 calculated royalty tax percentage for Bokoni was the minimum percentage of 0.5% (0.5% for Fiscal 2012), and the resulting
royalty expense for Fiscal 2013 amounted to $0.9 million ($0.5 million for Fiscal 2012).

Power Tariff Increases

The National Energy Regulator of South Africa declared based on its revision of Eskoms tariff increase request that the tariff will
increase by 8% per year from 2013 to 2018.

The Bokoni Mine operations are currently mining at relatively shallow depths with no
major refrigeration requirements needed for the next 30 years of mining. Power costs currently comprise approximately 7% (varying summer and winter tariffs) of total operating costs at the mine operations.

Bokoni continues to focus efforts on power usage reduction as part of the efficiency improvement initiatives currently being implemented at
the operations.

5A. 4 - Fiscal 2012 compared to Fiscal 2011

The decrease in revenue is due to lost production from October 1, 2012 to mid December 2012 as a result of an unprotected strike at the
Bokoni Mine resulting in approximately 35,500 PGM oz (4E) of production being lost in Q4 2012. The PGM basket price was also 12% lower in 2012 in comparison to 2011.

The loss for Fiscal 2012 decreased by $52.3 million from the previous year. The loss per share decreased from 19 cents to 4 cents as at
December 31, 2012. The decreased loss is due to the recognition of a fair value gain as a result of the various sources of debt being consolidated into a single facility as a result of Phase One of the Restructure Plan, lower interest charge as
a result of the revised terms on the 2009 Senior Debt Facility and a deterioration in the exchange rate.

Revenue

The Bokoni mine concentrator milled 863,675 tonnes in Fiscal 2012, which is 18% lower than the 1,047,401 tonnes milled in Fiscal 2011. As a
result of the decreased tonnes milled, the Bokoni Mine produced less 4E ounces than in Fiscal 2011, mostly due to the strike in Q4 2012.



| |  |  | Revenue from the sale of concentrate for Fiscal 2012 was $117.6 million (ZAR964 million) compared to Fiscal 2011 of $144.4 million (ZAR1,055.6
million). The decrease of $27 million (19%) is mainly due to a lower production of 4E ounces;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 4E ounces produced in Fiscal 2012 produced 102,671 ounces compared to 113,625 ounces (-9.6%) in Fiscal 2011.
| | - |  | ------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | The PGM basket price (US$) for Fiscal 2012 was 12% lower than the basket price achieved for Fiscal 2011. The basket price for Fiscal 2012 was
US$1,221/oz (ZAR9,978/oz) compared to US$1,380/oz (ZAR10,028/oz) for Fiscal 2011.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cost of sales

Cost of sales of $195 million for Fiscal 2012 was $14.6 million (-6.94%) lower than Fiscal 2011s cost of sales of $209.9 million. The
main reasons were as follows:



| |  |  | Labour costs for Fiscal 2012 decreased by 6% ($5.3 million) compared to Fiscal 2011 which is attributable to the weakening of the ZAR by 12%.
Labour costs in ZAR for Fiscal 2012 increased by 5% (ZAR32 million) compared to Fiscal 2011. The increase is mainly as a result of:
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in January 2012 of 8% in annual salaries for monthly and total package employees;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | an increase in July 2012 of 9% for union members and officers and monthly-daily paid employees (both basic salary as well as allowances);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of the salary increases on the leave pay provision adjusted in January and July of each year;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | an increase in bonus payments;
| | - |  | ------------------------------



| |  |  | a 1% increase in enrolled labour as well as a change in staff mix;
| | - |  | ------------------------------------------------------------------



| |  |  | the provision for retention bonuses; and
| | - |  | ----------------------------------------



| |  |  | the above increases were partially reduced as a result of employees that were not paid as a result of the unprotected strike in Q4 2012.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Labour costs for Q4 2012 decreased by $7 million (-33%) compared to Q4 2011. The unprotected strike was handled on a no work  no
pay basis, which contributed mainly to the decrease in labour costs compared to the prior year. Included in the labour cost for Q4 2012 were strike-related overtime of $0.2 million and the payment of loyalty bonuses and sign-on bonuses of $0.9
million.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Contractor costs for Fiscal 2012 decreased by $3.3 million (-18.5%) compared to Fiscal 2011. The decrease was mainly due to development work at
Brakfontein that now falls within the capital footprint and lower maintenance cost on the load haul dump fleet, partially offset by additional contractor cost at the Vertical shaft for re- and sub-development and production driven contractor cost
increases at the UM2 shaft. In Q4 2012 the decrease was driven by the effect of the unprotected strike during this quarter.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Storage costs for Fiscal 2012 decreased by $4.3 million (-13%) compared to Fiscal 2011. The increase was driven by increased tonnes delivered
(8%) and increased square meters (10%). The storage costs associated with development are more expensive than stoping costs. Equipping costs increased to improve the flexibility at the various shafts and engineering costs increased, mainly due
to increased maintenance to the trackless machines at MPH and Brakfontein. This was offset by implementing better cost controls. The unprotected strike experienced at the mine during Q4 2012 affected the production performance severely, which led to
the savings in stores costs compared to the prior year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Utility costs for Fiscal 2012 increased by $0.1 million (1.6%) compared to Fiscal 2011. The annual increase from Eskom (South African national
power supplier) accounted for majority of this increase, but was offset by the fact that the Bokoni Mine did not operate during Q4 2012.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sundry costs for Fiscal 2012 increased by $2.4 million (12.5%) compared to Fiscal 2011.
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Additional expenses in Q4 2012, included strike-related costs for security, accommodation, food, printing and legal fees of $2.2 million.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in inventory for Fiscal 2012 increased by $0.8 million compared to Fiscal 2011.
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Depreciation for Fiscal 2012 decreased by $5 million compared to Fiscal 2011.
| | - |  | -----------------------------------------------------------------------------



| |  |  | The above cost variances were impacted by a weakening of 12% in the average ZAR to $ exchange rate.
| | - |  | ---------------------------------------------------------------------------------------------------

On a cost per tonne basis, production cost for Fiscal 2012 was US$187.3 (ZAR1,535) per tonne as compared to US$163.4 (ZAR1,194) per tonne for
Fiscal 2011, a US$ increase of 15% (increase of 29% in ZAR, which is the functional currency of the Bokoni Mine). The increase is a result of the reasons discussed above.



Exchange rate

For presentation purposes,
currencies of the South African subsidiaries are converted from ZAR to $. The average ZAR to $ exchange rate for Fiscal 2012 was ZAR8.1947=$1, a weakening of 12% compared to the average exchange rate for Fiscal 2011 of ZAR7.32=$1.

Finance expenses

Finance expenses for
Fiscal 2012 were $82.8 million compared to $92.0 million in Fiscal 2011. The increase in the OCSF draw downs and compounded interest on the funding loan facilities contributed to an increased interest expense until September 28, 2012. As a
result of Phase One of the Restructure Plan, interest incurred for Q4 2012 amounted to $12.9 million compared to $21.7 million in Q4 2011.



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Refer to Section 1.18  Critical Accounting Estimates in the
MD&A, under the sub-heading Fair value of consolidated 2009 Senior Debt Facility for details on the evaluation of the 2009 Senior Debt Facility after completion of the Phase One of the Restructure Plan.

Pursuant to Phase One of the Restructure Plan the parties also agreed that for the period commencing on May 1, 2012 to September 27,
2012, that the aggregate accrued interest in relation to the 2009 Senior Debt Facilities and OCSF would be capitalised to the amounts outstanding on September 27, 2012, based on the new interest method set out below.



|                                                             |  |                  |  |                  |  |                 |  |                  |  |                  |  |                  |  |                 
|------------------------------------------------------------ |  | ---------------- |  | ---------------- |  | --------------- |  | ---------------- |  | ---------------- |  | ---------------- |  | ----------------
|Total Facility Outstanding                                   |  | 2012             |  | 2013             |  | 2014            |  | 2015             |  | 2016             |  | 2017             |  | 2018            
|Up to ZAR1,000,000,000                                       |  | zero interest    |  | zero interest    |  | zero interest   |  | JIBAR minus5.14% |  | JIBAR minus3.11% |  | JIBAR minus0.96% |  | JIBAR plus1.30% 
|From (and including) ZAR1,000,000,000 up to ZAR2,000,000,000 |  | JIBAR minus0.73% |  | JIBAR minus1.25% |  | JIBAR plus3.02% |  | JIBAR plus2.36%  |  | JIBAR plus4.39%  |  | JIBAR plus6.54%  |  | JIBAR plus6.30% 
|From (and including) ZAR2,000,000,000                        |  | JIBAR plus9.27%  |  | JIBAR plus8.75%  |  | JIBAR plus8.02% |  | JIBAR plus7.36%  |  | JIBAR plus11.89% |  | JIBAR plus11.54% |  | JIBAR plus11.30%

The interest rate payable on the debt owing (based on contractual value) by Atlatsa to RPM will be reduced to
an annual cash flow effective rate of 6.27% (linked to the 3-month JIBAR of 5.13% at December 31, 2012) from the current annual effective rate of 12.31% before consolidation of the debt on September 28, 2012.

This will simplify Atlatsas balance sheet structure and will materially reduce its effective cost of borrowing going forward.

Refer to ITEM 4, Section 3.9 - the Restructure Plan for details of the joint announcement by Atlatsa and Anglo
American Platinum released on February 2, 2012.

Income Tax Expense

Income tax expense of $10.6 million (Fiscal 2011 - $32.7 million Income tax credit) was incurred in Fiscal 2012: Taxable losses and deductible
expenditure incurred by the Bokoni Group in Fiscal 2011 resulted in a reduction in the deferred tax liabilities during the year. In Fiscal 2012, a deferred tax expense arose as a result of the recognition of the fair value gain to reflect Phase One
of the Restructure Plan. No tax losses have been utilized in the Fiscal 2012.

Capital

Total capital expenditure for Fiscal 2012 was $38.9 million (as opposed to $28.7 million for Fiscal 2011), comprising 46.8% sustaining capital
and 53.2% project expansion capital (as opposed to 50% sustaining capital and 50% project expansion capital for Fiscal 2011).

Royalties:
Implementation of the Mineral and Petroleum Resources Royalty Act, 2008 (Act no. 28 of 2008)

The Mineral and Petroleum Resources
Royalty Act, imposes a royalty payable to the South African government based upon financial profits made through the transfer of mineral resources.

The royalty is based on a predetermined percentage applied to gross sales of unrefined metal produced. The predetermined percentage is equal
to 0.5 + ((Earnings Before Interest and Tax x 9)/gross sales). The percentage cannot be less than 0.5%.

The royalty is accounted for on a
monthly basis in the accounting records of Bokoni.

The payments in respect of the royalty are due in three intervals:



| |  |  | six months into the financial year (June 30)  calculation based on actual and estimated figures, and a first provisional payment based on
this;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | twelve months into the financial year (December 31)  calculation based on actual and estimated figures, and a second provisional payment
based on this; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | six months after the financial year (June 30)  true up calculation done, and a final payment.
| | - |  | ----------------------------------------------------------------------------------------------



76



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The Fiscal 2012 calculated royalty tax percentage for Bokoni was the minimum percentage of 0.5%
(0.5% for Fiscal 2011), and the resulting royalty expense for Fiscal 2012 amounted to $0.5 million ($0.6 million for Fiscal 2011).

Power Tariff
Increases

The National Energy Regulator of South Africa revised Eskoms tariff increase request of 16% during February 2013. The
effect of its revision is that power tariff increases in South Africa will be increased by 8% from 2013 to 2018.

The Bokoni Mine
operations are currently mining at relatively shallow depths with no major refrigeration requirements needed for the next 30 years of mining. Power costs currently comprise approximately 4% (varying summer and winter tariffs) of total operating
costs at the mine operations. Bokoni continues to focus efforts on power usage reduction as part of the efficiency improvement initiatives currently being implemented at the operations.

5A. 5 - Safety

Atlatsas LTIFR
improved to 0.4 and has improved by 54.8% when compared to the Fiscal 2012 LTIFR of 0.9; however, Q3 2013 marked a disappointing safety quarter at the Bokoni operations.

After achieving two million fatality-free shifts in early August and 15 months of continuous operations without a fatality, Q3 2013 was marred
by three fatal accidents; which occurred in separate accidents on August 6, August 28 and September 21, resulting from two fall of ground incidents and one winch related accident.

Management at Bokoni has engaged extensively with the safety authorities at the Department of Mineral Resources, South Africa and taken strong
action to mitigate against future accidents at the operations. Additional emphasis has been placed on behaviour, including in depth discussions with employees before each shift to identify any risks. Training has been rolled out to all levels of
employees to identify and mitigate potential hazards.

5A. 6 - Development

Total primary development metres increased by 46% from Fiscal 2012 to Fiscal 2013.

The recovered grade declined by 15.5% from 2012 to 2013 and can be largely attributed to less than anticipated recoveries at the open cast.

5A. 7 - Bokoni Mine production statistics



|                                  |  |               |  |                      |           |  |                         |  |         |                           |  |  |           |  |  |               |     |   |          |  |         |               |  |  |     |   |  |  |           | 
|--------------------------------- |  | ------------- |  | -------------------- | --------- |  | ----------------------- |  | ------- | ------------------------- |  |  | --------- |  |  | ------------- | --- | - | -------- |  | ------- | ------------- |  |  | --- | - |  |  | --------- | 
|                                  |  |               |  | 201312months(Total ) |           |  | 201312months(Open cast) |  |         | 201312months(underground) |  |  | %Change   |  |  | 201212 months |     |   | % Change |  |         | 201112 months | 
|4E oz produced                    |  | Oz            |  |                      | 170,295   |  |                         |  | 13,717  |                           |  |  | 156,578   |  |  |               | 66  |   |          |  | 102,67  |               |  |  | (10 | ) |  |  | 113,625   | 
|Tonnes milled                     |  | T             |  |                      | 1,525,945 |  |                         |  | 213,314 |                           |  |  | 1,312,631 |  |  |               | 77  |   |          |  | 863,675 |               |  |  | (18 | ) |  |  | 1,047,401 | 
|Recovered grade                   |  | g/t milled,4E |  |                      | 3.56      |  |                         |  | 2.07    |                           |  |  | 3.80      |  |  |               | (16 | ) |          |  | 3.82    |               |  |  | 9   |   |  |  | 3.86      | 
|UG2 mined to total output         |  | %             |  |                      | 31.98     |  |                         |  |        |                           |  |  | 31.98     |  |  |               | (6  | ) |          |  | 34.07   |               |  |  | 5   |   |  |  | 32.6      | 
|Development meters                |  | M             |  |                      | 11,054    |  |                         |  |        |                           |  |  | 11,054    |  |  |               | 46  |   |          |  | 7,550   |               |  |  | (28 | ) |  |  | 10,549    | 
|ZAR/t operating cost/tonne milled |  | ZAR/t         |  |                      | 1,197     |  |                         |  | 566     |                           |  |  | 1,300     |  |  |               | 22  |   |          |  | 1,535   |               |  |  | (29 | ) |  |  | 1,194     | 
|ZAR/4E operating cost/4E oz       |  | ZAR/4E oz     |  |                      | 10,728    |  |                         |  | 8,807   |                           |  |  | 10,897    |  |  |               | 17  |   |          |  | 12,902  |               |  |  | (17 | ) |  |  | 11,009    | 
|                                  |  |               |  |                      |           |  |                         |  |         |                           |  |  |           |  |  |               |     |   |          |  |         |               |  |  |     |   |  |  |           | 
|Total labour (mine operations)    |  | Number        |  |                      | 5,949     |  |                         |  |         |                           |  |  |           |  |  |               | 18  |   |          |  | 5,032   |               |  |  | (5  | ) |  |  | 5,324     | 
|                                  |  |               |  |                      |           |  |                         |  |         |                           |  |  |           |  |  |               |     |   |          |  |         |               |  |  |     |   |  |  |           | 

The above information relates to the Bokoni Mine segment of the Company. The Projects segment relates to the
Companys exploration projects and did not generate any revenue.



77



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5A. 8 - Discussion of Last Eight Quarterly Results



|                                                                 |  |             |       |   |              |  |       |             |  |  |             |   |  |             |       |   |              |  |       |             |  |  |             |   |  |  |       |   |  |  |       |  
|---------------------------------------------------------------- |  | ----------- | ----- | - | ------------ |  | ----- | ----------- |  |  | ----------- | - |  | ----------- | ----- | - | ------------ |  | ----- | ----------- |  |  | ----------- | - |  |  | ----- | - |  |  | ----- | -
|$ Million *                                                      |  | Dec 31,2013 |       |   | Sept 30,2013 |  |       | Jun 30,2013 |  |  | Mar 31,2013 |   |  | Dec 31,2012 |       |   | Sept 30,2012 |  |       | Jun 30,2012 |  |  | Mar 31,2012 |  
|Revenue                                                          |  |             | 47.9  |   |              |  | 54.2  |             |  |  | 48.4        |   |  |             | 45.1  |   |              |  | 0.8   |             |  |  | 43.9        |   |  |  | 38.7  |   |  |  | 34.1  |  
|Cost of sales                                                    |  |             | (67.2 | ) |              |  | (59.0 | )           |  |  | (54.1       | ) |  |             | (53.4 | ) |              |  | (35.5 | )           |  |  | (54.1       | ) |  |  | (52.4 | ) |  |  | (53.4 | )
|                                                                 |  |             |       |   |              |  |       |             |  |  |             |   |  |             |       |   |              |  |       |             |  |  |             |   |  |  |       |   |  |  |       |  
|Gross loss                                                       |  |             | (19.3 | ) |              |  | (4.8  | )           |  |  | (5.7        | ) |  |             | (8.3  | ) |              |  | (34.7 | )           |  |  | (10.2       | ) |  |  | (13.7 | ) |  |  | (19.3 | )
|                                                                 |  |             |       |   |              |  |       |             |  |  |             |   |  |             |       |   |              |  |       |             |  |  |             |   |  |  |       |   |  |  |       |  
|Profit / (Loss) for the period                                   |  |             | 133.2 |   |              |  | (15.5 | )           |  |  | (13.3       | ) |  |             | (4.6  | ) |              |  | (63.7 | )           |  |  | 49.8        |   |  |  | (40.4 | ) |  |  | (41.3 | )
|                                                                 |  |             |       |   |              |  |       |            
|Basic profit / (loss) per share ($)                              |  |             | 0.54  |   |              |  | (0.03 | )           |  |  | (0.02       | ) |  |             | (0.1  | ) |              |  | (0.10 | )           |  |  | 0.16        |   |  |  | (0.05 | ) |  |  | (0.05 | )
|Diluted profit / (loss) per share ($)                            |  |             | 0.53  |   |              |  | (0.03 | )           |  |  | (0.02       | ) |  |             | (0.1  | ) |              |  | (0.10 | )           |  |  | 0.16        |   |  |  | (0.05 | ) |  |  | (0.05 | )
|                                                                 |  |             |       |   |              |  |       |             |  |  |             |   |  |             |       |   |              |  |       |             |  |  |             |   |  |  |       |   |  |  |       |  
|Weighted number of common shares outstanding (million)1          |  |             | 426   |   |              |  | 425   |             |  |  | 425         |   |  |             | 425   |   |              |  | 425   |             |  |  | 425         |   |  |  | 425   |   |  |  | 425   |  
|                                                                 |  |             |       |   |              |  |       |             |  |  |             |   |  |             |       |   |              |  |       |             |  |  |             |   |  |  |       |   |  |  |       |  
|Diluted weighted number of common shares outstanding (million) 2 |  |             | 429   |   |              |  | 425   |             |  |  | 425         |   |  |             | 425   |   |              |  | 425   |             |  |  | 425         |   |  |  | 425   |   |  |  | 425   |  
|                                                                 |  |             |       |   |              |  |       |             |  |  |             |   |  |             |       |   |              |  |       |             |  |  |             |   |  |  |       |   |  |  |       |  



|* | Data for all presented periods was prepared in accordance with IFRS.
|- | --------------------------------------------------------------------

|1 | On a fully diluted basis, post-conversion of the B Preference Shares.
|- | -----------------------------------------------------------------------

|2 | Including unvested treasury shares issued pursuant to the Companys Employee Stock Option Plan
|- | ----------------------------------------------------------------------------------------------

Atlatsa is continuing its efforts to increase production (Phase 1 expansion program at the Bokoni Mine) in order to achieve Atlatsas
goal of achieving a monthly production of 160,000 tpm in the medium term.

Fluctuation in revenue between the quarters was mainly a result
of fluctuation in production and varying PGM basket prices and exchange rates, including: Production has varied from period to period predominately as a result of production efficiencies, potholing and safety stoppages and the illegal strike in Q4
2012. Revenue is also impacted by concentrate grade and chrome penalties respectively. Production levels reached a high of 47,611 4E ounces during the third quarter of 2013 and a low of 2,045 4E ounces during Q4 2012. This more than 100% variance
indicates the extreme production volatility experienced during the eight quarter periods referred to in the table above.



| |  |  | PGM basket prices are derived from the relevant market supply and demand that exists at that particular point in time. For the eight quarter
periods referred to in the table above, the PGM basket price varied from a high of US$1,291 for the three months ended March 30, 2013 to a low of US$1,130 for Q4 2013. This 14% variance indicates the volatility of the PGM basket price due to
fluctuations in market demand and supply.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recovered grade declined year on year from 3,82 g/t to 3,56 g/t as a result of the significant increase in the amount of development at the
operations, as well as lower grade material delivered and recoveries achieved from the new open cast operations commissioned in June 2013.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Due to the fact that the PGM basket price is quoted in US$, the revenue for each specific period is significantly dependent on the fluctuations of
the ZAR against the US$. The ZARs strongest quarterly average position against the US$ was experienced during the first quarter of Fiscal 2012 at an exchange rate of ZAR7.77 = US$1 and the weakest during Q4 2013, which was ZAR10.16 = US$1. The
31% variance indicates the volatility of the ZAR against the US$ to exchange rate fluctuations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The period to period variations in cost
of sales are mainly as a result of:



| |  |  | Labour cost varying due to changes in labour numbers, annual salary increases, overtime hours and bonus payments.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Varying use of contractors depending on managements production and development planning requirements.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Fluctuations in storage costs based predominately on tonnes milled.
| | - |  | -------------------------------------------------------------------



| |  |  | Utility costs varying between winter and summer tariffs, and are also subject to annual tariff increases.
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Depreciation charges based on the unit of production method moving in line with production as well as additional depreciation when capital
work-in-progress is capitalised.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Commodities for example fuel and steel are paid for in ZAR, but the price is internationally driven in US$, as such a double hit could
be taken in cost of sales, the price of the commodity raising as well as a deterioration in the ZAR exchange rate.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Fluctuations in the exchange rate between the $ and the ZAR; as the functional currency of Bokoni is in ZAR, the presentation currency is in $, and
therefore the cost of sales are impacted by the weakening of the ZAR.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All of the above factors contributed to the
increase in revenue to a high of $54.2 million for Q3 2013 from an all-time low of only $0.8 million in Q4 2012. Refer to Section 1.17 Fourth Quarter in the MD&A for explanations on why Q3 2013 remains as peak performer.

A discussion of the Registrants critical accounting policies can be found in Section 1.18 of its Management Discussion and
Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014) available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

5A. 9 - New standards and interpretations not yet adopted

A discussion of the Registrants changes in accounting policies can be found in Section 1.19 of its Management Discussion and
Analysis for the fiscal year ended December 31, 2013.



| | B. | Liquidity and Capital Resources
| | -- | -------------------------------

Refer to Section 1.12 and 1.13 of the Management Discussion and Analysis for the fiscal year ended December 31, 2013.

5B. 1 -Financial Instruments

Interest rate hedging

The Company currently does not have
any interest hedge in place.

5B. 2 -Material Commitments for Capital Expenditures

At December 31, 2013, the Company had commitments for capital expenditures of $13.8 million relating primarily to mine development and
infrastructure costs for the Bokoni Mine 2013 (compared to $3.4 million at December 31, 2012).



| | C. | Research and Development, Patents and Licenses, etc.
| | -- | ----------------------------------------------------

Atlatsa is a resource-expenditure based corporation and, accordingly, does not have a program of intellectual property development or research
and development programs generally.



| | D. | Trend Information
| | -- | -----------------

Outlook

Fiscal 2013 represented another
challenging year for the South African PGM industry, continuing with similar themes which have dominated the sector since the onset of the Global Financial Crisis and consequent economic down turn in key economies from mid 2008 onwards.

Economic and political factors influencing the PGM sector in South Africa remain volatile, with economic data and growth indicators from key
economies, particularly in Europe, remaining key to platinum demand recovery going forward.

Demand

Despite certain signs of economic recovery in European economies, particularly Germany, platinum demand for autocatalytic converter usage in
the key diesel engine dominated sector remains weak, when compared to peak demand levels last seen in 2007. Notwithstanding subdued European economic conditions, there continues to be some encouraging signs of growth and manufacturing recoveries in
the United States and Chinese economies, particularly in the United States automobile sector, where passenger car sales are showing strong growth recoveries and China, where platinum jewellery demand continues to grow on an annual basis. Recent
policy and legislative initiatives in China in an effort to improve air pollution conditions, including emission control legislation for automobiles, together with recent speculation surrounding the introduction of hydrogen fuel cell powered motor
vehicles being introduced by various motor manufacturers, are encouraging signs for potential demand stimulus in the PGM sector going forward.

Supply

The supply side remains susceptible to further disruptions from ongoing disputes between labour unions in South Africa, together with
the potential for strike action to intensify arising from wage negotiations between labour unions and South African PGM producers, which dynamic is estimated to potentially continue up until the South African general elections are held on
May 7, 2014.



79



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##### Table of Contents

In addition to labour pressures, the South African PGM sector is currently under pressure from
rising costs, largely associated with imported inflation on key materials and power utility charges, which have increased by 15% annually compounded over the last 3 years.

These price increases and consequent margin squeeze have, to a large extent, been offset by a depreciation of the ZAR to the US$, in line with
a number of emerging market currencies. Such a depreciation has a positive impact on the revenue basket received by South African miners, as export metal is sold based on US$ pricing, whilst input costs remain ZAR denominated.

During 2013 the supply side response from major PGM producers in South Africa remained fairly muted, with only Anglo American Platinum
announcing certain shaft closures at its Rustenburg complex, whilst other major producers, such as Lonmin, announced the curtailment of certain capital expansion projects.

Should labour strike action in South Africa continue to intensify into 2014 there may be a more aggressive supply side response from major PGM
producers in South Africa, having regard to the fact that currently more than half of the shaft operations within the South African PGM sector are non-cash generative after capital expenditure.

Recent announcements by the government of Zimbabwe regarding the compulsory sale by non-indigenous Zimbabwean companies of 51% of their
mineral assets to indigenous Zimbabweans for no compensation may also have an impact on future PGM supply from Zimbabwean based platinum mines going forward.

Furthermore, recent developments in Ukraine have resulted in international sanctions being imposed upon Russia, which may have an impact on
the future supply of PGMs, as Russia is currently the second largest supplier of platinum and palladium to global markets.

Recent
research reports published within the PGM sector have also indicated that there may be larger stockpiles of above ground inventories in platinum and palladium than previously estimated, with the result that spot metal prices have remained relatively
subdued over the period under review, despite a significant increase in physical metal purchases through ETF, with the ZAR denominated platinum ETF introduced by ABSA Bank in 2013 now comprising the single largest platinum ETF, holding approximately
1 million ounces, and other fundamental factors which should have resulted in higher PGM metal prices.

Pricing

Given the demand and supply themes described above, there remains potential upside for both the platinum and palladium prices in the short to
medium term.

As a result of increased investor appetite for investment in physical PGMs, both the platinum and palladium spot prices
remain volatile and highly susceptible to movements as a result of investor sentiment and market trading conditions, with both platinum and palladium spot metal prices appearing to be largely influenced by investor sentiment within the precious
metals complex and, in particular, speculators taking positions in the gold - platinum spread trades.

The future market direction and
catalysts for PGMs will, to a large extent, be determined by the outcome of the current wage negotiations between Labour Unions and PGM producers in South Africa, together with a potential meaningful supply side response from South African major
producers in 2014 and future economic growth outlooks for key economies affecting PGM demand in the United States, Europe, Japan and China.

Quarterly
Trends

Fiscal 2013 was dominated by continued concerns amongst market participants surrounding the volatile labour situation in South
Africa, resulting in a trend towards physical metal investment in PGMs being preferred to platinum equities, which remained under pressure during the period. Despite continued labour unrest resulting in a two week strike at Anglo American
Platinums operations, the spot platinum price failed to react positively on future supply concerns with the US$ price of platinum coming under pressure during the quarter under review.

Macro investment sentiment towards South Africa, dominated by the volatile labour situation, resulted in the ZAR remaining under pressure
relative to the US$, which provided some relief for South African PGM producers, a trend that continued throughout Q4 2013 and into 2014.

Annual
Trends

The PGM basket price (in US$) for Fiscal 2012 was 12% lower than the basket price achieved in Fiscal 2011. The US$ platinum
price was 9% lower in Fiscal 2012 compared to Fiscal 2011.

The average ZAR:US$ exchange rate demonstrated a weakening of the ZAR of 12%
compared to the average exchange rate during Fiscal 2011.



80



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##### Table of Contents

| | E. | Off-Balance Sheet Arrangements
| | -- | ------------------------------

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



| | F. | Tabular Disclosure of Contractual Obligations
| | -- | ---------------------------------------------

Refer to Section 1.13 of the Management Discussion and Analysis for the fiscal year ended December 31, 2013 (filed on March 31,
2014).



| | G. | Safe Harbor
| | -- | -----------

The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act applies to forward-looking
information provided pursuant to ITEM 5.E and F above. Refer to Cautionary Note Regarding Forward-Looking Statements in the introduction to this Annual Report.



81



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##### Table of Contents

|ITEM 6 | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------ | ------------------------------------------



| | A. | Directors and Senior Management
| | -- | -------------------------------

Name and Occupation

The information as to
the number of common shares beneficially owned, controlled or directed shown below is not within the knowledge of the management of the Company and has been furnished by the respective nominees as reported in their filings at http://www.sedar.com.

The following table states the name, province or state, and country of residence of each of the directors and executive officers of the
Company as at March 31, 2014, the positions and offices presently held by them and the period or periods of time during which each has served as a directors of the Company. Each directors terms of office expires at the next annual general
meeting of the shareholders of the Company.



|                                                                              |  |                                                   |  |                                                                |            |    
|----------------------------------------------------------------------------- |  | ------------------------------------------------- |  | -------------------------------------------------------------- | ---------- | ---
|Name, position with the Company and province orstate and country of residence |  | Period(s) as a Director or Officer of
the Company |  | Common sharesbeneficially owned,controlled or directed (1) (2) |           
|Patrick Cooke(5) (6) (7) (10) (11)                                            |  | Since February 2012                               |  |                                                                | 3,500      |    
|Non-Executive Director                                                        |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Fikile Tebogo De Buck (5) (6) (8) (10)                                        |  | Since November 2008                               |  |                                                                | Nil        |    
|Non-Executive Director                                                        |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Anu Dhir (5) (7) (9) (10)                                                     |  | Since July 2008                                   |  |                                                                | Nil        |    
|Lead Independent Non-Executive Director                                       |  |                                                   |  |                                                                |            |    
|Ontario, Canada                                                               |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Joel Kesler                                                                   |  | Since March 2010                                  |  |                                                                | 959,361    |    
|Executive: Corporate and Business Development                                 |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Kogi Naicker                                                                  |  | Since 1 August 2013                               |  |                                                                | Nil        |    
|Interim CFO                                                                   |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Harold Motaung                                                                |  | Director since September 2004                     |  |                                                                | 67,337,770 | (3)
|Director, CEO                                                                 |  | CEO since April 2011                              |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Tumelo Motsisi (9)                                                            |  | Since September 2004                              |  |                                                                | 83,111,143 | (4)
|Director, Chairman                                                            |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Bava Reddy                                                                    |  | Since October 2008                                |  |                                                                | Nil        |    
|Executive: Mineral Strategy                                                   |  |                                                   |  |                                                                |            |    
|Gauteng, South Arica                                                          |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|Rizelle Sampson (8) (12)                                                      |  | Since September 2004                              |  |                                                                | Nil        |    
|Non-Executive Director                                                        |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    
|                                                                              |  |                                                  
|De Wet Schutte                                                                |  | May 2010 - 31 July 2013                           |  |                                                                | Nil        |    
|CFO                                                                           |  |                                                   |  |                                                                |            |    
|Gauteng, South Africa                                                         |  |                                                   |  |                                                                |            |    

Notes:



|(1) | The information as to number of common shares beneficially owned controlled or directed is not within the knowledge of the management of the
Company and has been furnished by the respective nominees as reported in their filings at www.sedi.ca.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Directors personally own or control a total of 142,496,467 common shares which represent approximately 25.7% of the current outstanding shares. The
directors also hold 3,450,000 options (refer to Incentive Plan Awards  Option-based Awards).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Indirect holdings being 19.6%of the ordinary shares in the issued and outstanding share capital of Atlatsa Holdings Proprietary Limited, multiplied
by the number of common shares of Atlatsa (342,896,438) held by the Pelawan Trust and direct holdings of 130,068 shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Indirect holdings being 24%of the ordinary shares in the issued and outstanding share capital of Atlatsa Holdings Proprietary Limited, multiplied
by the number of common shares of Atlatsa (342,896,438) held by the Pelawan Trust and direct holdings of 815,998 shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Member of the Audit and Risk Committee.
|--- | ---------------------------------------

|(6) | Member of the Nominating and Governance Committee.
|--- | --------------------------------------------------

|(7) | Member of the Compensation Committee.
|--- | -------------------------------------

|(8) | Member of the Sustainable Development and Health and Safety Committee.
|--- | ----------------------------------------------------------------------

|(9) | Member of the Investment Committee.
|--- | -----------------------------------

|(10) | Member of the Special Committee.
|---- | --------------------------------

|(11) | Resigned on February 26, 2014.
|---- | ------------------------------

|(12) | Rizelle Sampson was appointed on March 27, 2014 to the Audit Committee and the Nominating and Governance Committee to replace Patrick Cooke.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------

Additional details including the principal occupation for the past five years of the above directors are as follows:

PATRICK COOKE, B.COM (WITS), CA (SA)  Director

Patrick Cooke has over 40 years professional experience as a chartered accountant and management consultant. Mr. Cooke was
responsible for listing two companies on the main board of the JSE and was the financial director of a third JSE-listed company. Mr. Cook was a Director at the Company from February 2012, until his resignation on February 26, 2014. His
industry experience is wide, having been involved in mineral information technology, wholesale fast moving consumer goods, financial and professional services companies. He was appointed a non-executive director of Sallies Limited in October 2009
and, with effect from February 1, 2010, was appointed Financial Director, Chief Operating Officer and Acting Chief Executive Officer. He resigned from all positions at Sallies Limited with effect from January 2012.

During the past five years, Mr. Cooke is, or has been a director of the following public companies:



|                                  |  |                |  |               |  |              
|--------------------------------- |  | -------------- |  | ------------- |  | -------------
|Company                           |  | Positions Held |  | From          |  | To           
|Atlatsa Resources Corporation     |  | Director       |  | February 2012 |  | February 2014
|Witwatersrand Gold Mining Company |  | Director       |  | December 2013 |  | Present      
|Great Basin Gold Limited          |  | Director       |  | April 2006    |  | 30 June 2013 
|Sallies Limited                   |  | Director       |  | August 2009   |  | December 2011

FIKILE TEBOGO DE BUCK, BA, FCCA  Director

Ms. De Buck is a Fellow of the Association of Chartered Certified Accountants FCCA (UK) and has extensive experience in business
operations and financial affairs with companies in the mining sector. She holds a Bachelor of Arts degree in Economics and Accounting from the University of Swaziland. Ms. De Buck is currently a non-executive director and the lead independent
director of Harmony Gold Mining Company Ltd and is a member of various board committees of Harmony including the Audit Committee. She is also a non-executive director of Clientele Limited. She has also served in various positions at the Council for
Medical Schemes in South Africa.

Ms. De Buck is, or was within the past 5 years, an officer and/or director of the following public
companies:



|                              |  |                |  |               |  |              
|----------------------------- |  | -------------- |  | ------------- |  | -------------
|Company                       |  | Positions Held |  | From          |  | To           
|Atlatsa Resources Corporation |  | Director       |  | November 2008 |  | Present      
|Harmony Gold Company Limited  |  | Director       |  | April 2006    |  | Present      
|Clientele Limited             |  | Director       |  | November 2012 |  | November 2013
|Clientele Life                |  | Director       |  | November 2012 |  | November 2013



83



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##### Table of Contents

ANU DHIR, BA, JD - Director

Anu Dhir holds a Bachelor of Arts degree from the University of Toronto and a law degree (Juris Doctor) from Quinnipiac University,
Connecticut, United States. Ms. Dhir has extensive experience in international business, operations and legal affairs in private equity and publicly-held companies in the mining, oil and gas and technology sectors. Ms. Dhir served as Vice
President, Corporate Development and Company Secretary at Katanga Mining Limited, a TSX-listed company and is currently Managing Director of Miniqs Limited, a private group primarily interested in resource projects that have the capability to grow
into major producing operations.

During the past five years, Ms. Dhir is, or has been, a director of the following public companies:



|                              |  |                                      |  |                |  |              
|----------------------------- |  | ------------------------------------ |  | -------------- |  | -------------
|Company                       |  | Positions Held                       |  | From           |  | To           
|Atlatsa Resources Corporation |  | Director                             |  | July 2008      |  | Present      
|Energulf Resources Inc        |  | Director                             |  | September 2013 |  | Present      
|Golden Star Resources Ltd     |  | Director                             |  | March 2014     |  | Present      
|Katanga Mining Limited        |  | Director                             |  | March 2004     |  | November 2004
|                              |  | Vice President, CorporateDevelopment |  | January 2006   |  | October 2009 
|Compass Asset Management      |  | Director                             |  | June 2009      |  | December 2012
|Miniqs Limited                |  | Director and Officer                 |  | March 2010     |  | Present      
|Frontier Rare Earths Limited  |  | Director                             |  | November 2010  |  | Present      
|Great Basin Gold Limited      |  | Director                             |  | May 2011       |  | June 2013    

JOEL KESLER, B.COM, LLB (CUM LAUDE) UCT  Executive: Corporate and Business Development

Joel Kesler is a South African qualified lawyer with significant experience in mining finance business and corporate development. He currently
serves on Atlatsas Chief Commercial Officer and is responsible for the Companys corporate and business strategy, corporate finance and corporate communications. Mr. Kesler is not a director of any public companies.

A. H. C. HAROLD MOTAUNG, BSc, MBA  CEO and Director

Harold Motaung was previously employed at the Free State and Vaal River operations of Anglo American Corporation of South Africa Limited for
six years as a mining engineer and as a production supervisor. Mr. Motaung then moved to the South African Governments Department of Minerals and Energy (DME) as a director within the Mine Inspectorate. As a Deputy Chief Inspector, he was
responsible for implementing the Mine, Health and Safety Act. Subsequently he was appointed Chief Director within the Mine Inspectorate. His portfolio included the gold, platinum and coal regions of South Africa.

In Mr. Motaungs capacity as a Chief Director of the Mine Inspectorate, he was appointed on numerous boards of
governmentassociated institutions including the National Nuclear Reactor, the Deep Mining Board and the Mining Qualifications Authority. Mr. Motaung also chaired the Mines Research Board, which administered a mining safety fund.
Mr. Motaung also represented the South African government in a number of international and bi-national engagements with foreign countries, and was a member of the DME executive team responsible for the briefs and presentations at the
Parliamentary Portfolio Committee on the status of minerals and energy within the country, which culminated in the enactment of the Minerals Development Act. Mr. Motaung left the DME to establish a mining and geological consultancy, African
Minerals Professionals (Pty) Limited. Mr. Motaung has been a director of Atlatsa since September 2004 and is not a director of any other public companies. Mr. Motaung is a founding member of Atlatsa Holdings, the controlling shareholder of
Atlatsa. Recently he was appointed and served on the board of Mintek as the non-executive chairman.

Mr. Motaung has been a director
of the Company since September 2004, and the CEO of the Company since April 2011.

During the past five years, Mr. Motaung is, or has
been, a director of the following public companies:



|                              |  |                |  |                |  |        
|----------------------------- |  | -------------- |  | -------------- |  | -------
|Company                       |  | Positions Held |  | From           |  | To     
|Atlatsa Resources Corporation |  | Director       |  | September 2008 |  | Present



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TUMELO M. MOTSISI, BA, LLM, MBA  Executive Chairman and Director

Tumelo Motsisi is a prominent South African businessperson with experience in the South African financial services, mining and energy sectors.
Between 1994 and 1998 he was employed first as a senior manager and then as a director within the Negotiated Benefits Consultants division of Alexander Forbes, a South African financial services company.

In 1998 he established Kopano Ke Matla Investment Company, the investment arm of South Africas largest trade union federation, the
Congress of South African Trade Unions. He was subsequently appointed as the CEO of Kopano Ke Matla. Mr. Motsisi also served as Executive Chairperson of Prosperity Holdings, a financial services company established between Kopano Ke Matla, NBC
Financial Services and Peregrine Holdings. Mr. Motsisi is a member and director of several South African companies. Mr. Motsisi is a founding member of Atlatsa Holdings, the controlling shareholder of Atlatsa. Mr. Motsisi has been a
director of Atlatsa since September 2004 and is not a director of any other public companies.

During the past five years,
Mr. Motsisi is, or has been, a director of the following public companies:



|                              |  |                |  |                |  |        
|----------------------------- |  | -------------- |  | -------------- |  | -------
|Company                       |  | Positions Held |  | From           |  | To     
|Atlatsa Resources Corporation |  | Director       |  | September 2008 |  | Present

KOGI NAICKER, B.COM (HONS), CA (SA)  Interim CFO

Kogi Naicker is a chartered accountant and has held the position of senior financial controller at Atlatsa since September 2009. She has
extensive experience in the areas of group financial management and reporting, having held previous positions in South Africa and the United States of America at Ernst and Young (SA and USA), Procter & Gamble (SA) and Transnet Rail
Engineering (SA) prior to joining the Company. She was appointed interim chief financial officer on August 1, 2013.

BAVA REDDY, BSc. (Hons), GDE,
Pr. Sci. Nat.  Executive: Mineral Strategy

Bava Reddy is a geologist by training with more than 17 years experience in the
South African Minerals Industry. Mr Reddy held a number of positions in the Mineral Resources Management field at AngloGold and Harmony Gold Mining Limited. He was the General Manager at Harmony Golds Target Mine before joining Atlatsa
Resources. He is responsible for all Technical and Mineral Resource Development aspects of Atlatsas Exploration and Mining Projects. Mr. Reddy is not a director of any public companies.

RIZELLE M. SAMPSON, H. Dip Education  Director

Ms. Sampson is a South African citizen and holds a Certificate in Corporate Finance from the University of London (School of Economics), a
Certificate in Telecommunications Policy, Regulation and Management from the University of Witwatersrand and a Higher Diploma in Education from the University of the Western Cape.

Following positions as a Portfolio Administrator (Institutional Clients) at Investec Asset Managers, Chief of Staff at the Ministry of
Communications and Manager (Office of the CEO) at Sentech Ltd, she co-founded African Footprint Investment Holdings (Pty) Ltd (AFIH), an investment holding company that is mainly black woman owned and managed. Ms. Sampson represents
AFIH on the board of Tellumat (Pty) Ltd. She is also a trustee of the Sentech Educational Fund Advisory Board and a non-executive director of IPSA Group Plc.

During the past five years, Ms. Sampson is, or has been a director of the following public companies:



|                                                   |  |                |  |                |  |                 
|-------------------------------------------------- |  | -------------- |  | -------------- |  | ----------------
|Company                                            |  | Positions Held |  | From           |  | To              
|Atlatsa Resources Corporation                      |  | Director       |  | September 2004 |  | Present         
|Independent Power Southern Africa (IPSA) Group PLC |  | Director       |  | January 2009   |  | 30 June 2013    
|Diesel Power Open Cast Mining                      |  | Director       |  | June 2010      |  | Resigned in 2012

DE WET SCHUTTE, B.COM (HONS), CA (SA)  Previous CFO

De Wet Schutte is a chartered accountant with significant experience in mining, corporate finance and business development. Mr. Schutte
previously held executive positions at Renova Investments, Harmony Gold Mining Ltd. and Mittal Steel, with responsibilities covering corporate transactions, project development and financial reporting in a listed environment. Mr. Schutte is not
a director of any public companies. Mr. Schutte resigned on August 1, 2013.



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| | B. | Compensation
| | -- | ------------

COMPENSATION DISCUSSION AND ANALYSIS

Compensation
Committee

The Company has a Compensation Committee to assist the Board of Directors in carrying out its responsibilities relating to
executive and director compensation. The Compensation Committee has the following duties, responsibilities and authority:



| | (a) | To recommend to the Board of Directors the form and amount of compensation to be paid by the Company to the Directors, including compensation to be
paid in consideration of a director acting on a committee of the Board of Directors.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | To review and approve corporate goals and objectives relating to the compensation of the Companys executive officers, including the Chairman,
CEO, CFO and other senior officers (collectively, the Officers) if applicable. The Compensation Committee evaluates the performance of the Officers in light of those goals and reviews and recommend to the Board the Officers annual
compensation and incentive or equity plan participation levels and bases of participation. Recommendations of compensation include salary, bonus, and other incentive compensation.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | To review and recommend to the Board on an annual basis the evaluation process and compensation structure for the Companys other employees.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Based upon input and recommendations from the Officers, to review the Companys incentive compensation plans and recommend changes in such
plans to the Board of Directors as needed and to review and submit to the Board of Directors recommendations concerning new incentive compensation plans.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | To administer the Companys stock option and other equity based compensation plans and determine the grants of stock options and other equity
based compensation.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | To prepare and publish any annual executive compensation report in the Companys annual information form or proxy statement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

The Compensation Committee is composed of Anu Dhir (the Committee Chairperson) and Patrick Cooke (appointed 3 May
2012, resigned February 26, 2014), both of whom are independent directors. During the 2013 financial year, the committee met five times and the proceedings at such meetings were documented in the form of meeting minutes.

In this section Named Executive Officer (or NEO) means each of the following individuals:



| | (a) | the Chairman;
| | --- | -------------



| | (b) | the CEO;
| | --- | --------



| | (c) | the CFO;
| | --- | --------



| | (d) | each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other
than the Chairman, CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | each individual who would be a NEO under paragraph (d) but for the fact that the individual was neither an executive officer of the Company,
nor acting in a similar capacity, at December 31, 2013.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Report on Executive Compensation

The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company
although the Compensation Committee guides it in this role. As part of its mandate, the Board determines the type and amount of compensation for the Companys executive officers. In addition, the Board reviews the methodology utilized by the
Company for setting salaries of employees throughout the organization.



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The Companys Compensation Committee receives competitive market information on compensation
levels for executives. The Companys compensation policies and programs are designed to be competitive with similar mining companies and to recognize and reward executive performance consistent with the success of the Companys business.

Philosophy and Objectives

The
compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:



| | (a) | attracting and retaining talented, qualified and effective executives;
| | --- | ----------------------------------------------------------------------



| | (b) | motivating the short and long-term performance of these executives; and
| | --- | -----------------------------------------------------------------------



| | (c) | better aligning their interests with those of the Companys Shareholders.
| | --- | -------------------------------------------------------------------------

In compensating its senior management, the Company has employed a combination of base salary, bonus compensation and equity participation
through its stock option plan.

Base Salary

In the Boards view, paying base salaries that are competitive in the markets in which the Company operates is a first step to attracting
and retaining talented, qualified and effective executives. The NEOs are paid a salary in order to ensure that the compensation package offered by the Company is in line with that offered by other companies in our industry, and as an immediate means
of rewarding the NEO for efforts expended on behalf of the Company.

The salary to be paid to a particular NEO is determined by gathering
competitive salary information on comparable companies within the industry from a variety of sources, including surveys conducted by independent consultants and national and international sources of such listed information. The Company utilised the
services of PE Corporate Services (Pty) Ltd to assess this information for the 2014 fiscal year. Payment of a cash salary fits within the objective of the compensation program since it rewards the NEO for performance of his or her duties and
responsibilities. Salaries of executive officers are reviewed annually by the Compensation Committee for recommendation to the Board of Directors.

Bonus Compensation

The Board considers
performance, shareholder benefits, competitive factors and other matters in awarding bonuses. No other bonus arrangements have been agreed although certain NEOs may be awarded bonus compensation in 2014 based on objectives to be agreed by the Board.
The Company is in the process of finalisingits remuneration policy in order to determine such bonus payments.

Equity Participation

The Company has in place the Stock Option Plan dated for reference May 21, 2004, as amended June 17, 2005 and again on June 15,
2009. The terms of the Plan are described below at Stock Option Plan. The Stock Option Plan is designed to foster and promote the long-term financial success of the Company by strengthening the ability of the Company to attract and
retain highly competent directors, employees and consultants, motivate performance through incentive compensation, promote greater alignment of interests between employees and shareholders in creating long-term shareholder value, and enable
employees to participate in the long-term growth and financial success of the Company. Stock options are granted taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and
competitive factors. The Compensation Committee administers the stock option plan, generally granting options annually to directors, management, employees and consultants, and to individuals commencing employment with the Company. Previous grants
are taken into account when considering new grants.

Given the evolving nature of the Companys business, the Board continues to
review and redesign the overall compensation plan for NEOs so as to continue to address the objectives identified above.



87



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##### Table of Contents

SUMMARY COMPENSATION TABLE OF NEOS at DECEMBER 31, 2013



|                           |  |      |  |         |         |  |                        |  |     |                                       |  |  |                          |  |  |                               |     |  |                        |  |         |                    |  |  |        |     |  |  |         | 
|-------------------------- |  | ---- |  | ------- | ------- |  | ---------------------- |  | --- | ------------------------------------- |  |  | ------------------------ |  |  | ----------------------------- | --- |  | ---------------------- |  | ------- | ------------------ |  |  | ------ | --- |  |  | ------- | 
|                           |  |      |  |         |         |  |                        |  |     | Non-equity incentive plancompensation |  |  |                          |  |  |                               |    
|Name                       |  | Year |  | Salary$ |         |  | Option basedawards$(2) |  |     | Annualincentiveplans$                 |  |  | Long-termincentivePlans$ |  |  | Pension,provident andmedical$ |     |  | All othercompensation$ |  |         | Totalcompensation$ | 
|Tumelo Motsisi(1) (4)      |  | 2013 |  |         | 492,788 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 98,614  |                    |  |  | 18,618 |     |  |  | 610,019 | 
|Director                   |  | 2012 |  |         | 428,297 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 97,315  |                    |  |  | 21,311 |     |  |  | 546,923 | 
|Executive Chairman         |  | 2011 |  |         | 412,648 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 60,643  |                    |  |  | 24,025 |     |  |  | 497,316 | 
|                           |  |      |  |         |         |  |                        | 
|Harold Motaung (1) (3) (4) |  | 2013 |  |         | 490,823 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 102,367 |                    |  |  | 18,618 |     |  |  | 611,809 | 
|Director                   |  | 2012 |  |         | 436,526 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 101,527 |                    |  |  | 29,256 |     |  |  | 567,309 | 
|CEO                        |  | 2011 |  |         | 403,644 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 59,383  |                    |  |  | 37,979 |     |  |  | 501,006 | 
|                           |  |      |  |         |         |  |                        | 
|Joel Kesler (1)            |  | 2013 |  |         | 407,862 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 82,198  |                    |  |  | 18,618 |     |  |  | 508,678 | 
|Executive: Corporate       |  | 2012 |  |         | 326,510 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 79,501  |                    |  |  | 36,721 |     |  |  | 442,732 | 
|Business Development       |  | 2011 |  |         | 291,135 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 43,632  |                    |  |  | 34,214 |     |  |  | 368,981 | 
|                           |  |      |  |         |         |  |                        | 
|Bava Reddy                 |  | 2013 |  |         | 231,674 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 53,088  |                    |  |  | 21,828 |     |  |  | 306,590 | 
|Executive: Mineral         |  | 2012 |  |         | 219,589 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 58,081  |                    |  |  | 22,336 |     |  |  | 300,006 | 
|Strategy and Exploration   |  | 2011 |  |         | 226,979 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 34,075  |                    |  |  | 25,711 |     |  |  | 286,765 | 
|                           |  |      |  |         |         |  |                        | 
|De Wet Schutte             |  | 2013 |  |         | 219,117 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 46,015  |                    |  |  | 1,498  |     |  |  | 266,630 | 
|CFO (1) (5)                |  | 2012 |  |         | 362,914 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 81,527  |                    |  |  | 3,587  |     |  |  | 448,028 | 
|                           |  | 2011 |  |         | 350,716 |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 49,103  |                    |  |  | 7,825  |     |  |  | 407,644 | 
|                           |  |      |  |         |         |  |                        | 
|Kogi Naicker               |  | 2013 |  |         | 59,481  |  |                        |  | Nil |                                       |  |  | Nil                      |  |  |                               | Nil |  |                        |  | 10,840  |                    |  |  | 76,347 | (6) |  |  | 146,667 | 
|Interim CFO (6)            |  |      |  |         |         |  |                        |  |     |                                       |  |  |                          |  |  |                               |     |  |                        |  |         |                    |  |  |        |     |  |  |         | 

Notes:



|(1) | Compensation of certain of the Companys South African executives is payable in Canadian dollars but is paid to each executive in ZAR at a
month end exchange rate at the time. For the purpose of the annual amount the ZAR value for the year has been converted at 1 CAD = ZAR9.35, being the average 2013 rate. The preceding years are converted at the respective annual average exchange
rate.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Options granted are in terms of the Stock Option Plan. (Refer to Stock Option Plan). For compensation purposes, the
Black-Scholes option valuation model has been used to determine the fair value on the date of grant. The Black-Scholes option valuation is determined using the expected life of the stock option, expected volatility of the Companys common share
price, expected dividend yield, and risk-free interest rate.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Motaung was appointed as CEO in April 2011.
|--- | -----------------------------------------------

|(4) | The NEOs who are also directors do not receive any compensation in their capacity as directors of the Company.
|--- | --------------------------------------------------------------------------------------------------------------

|(5) | Mr. Schutte resigned on August 1, 2013.
|--- | ---------------------------------------

|(6) | Ms. Naicker was appointed Interim CFO on August 1, 2013 and are only included in the above table from that date. Included in All
other compensation is an acting allowance of $75,972.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Incentive Plan Awards  Option-based Awards

The Company currently has an option-based awards plan and a share appreciation rights scheme in place for certain employees. At the annual and
extraordinary general meeting of the shareholders of the Company held on June 15, 2009 all the share options issued was approved for repricing to $1.29. The following table sets out all option-based awards outstanding as at December 31,
2013 for each NEO:



|               |                                                    |                     |                |                        |  |  |                        |  |                                              |                                |  |       
|-------------- | -------------------------------------------------- | ------------------- | -------------- | ---------------------- |  |  | ---------------------- |  | -------------------------------------------- | ------------------------------ |  | ------
|NAME           |                                                    | Option-based Awards
|               | Number ofsecuritiesunderlyingunexercisedoptions(#) |                     |                | Optionexerciseprice($) |  |  | Option expiration date |  | Value ofunexercisedin-the-moneyoptions(1)($)
|Tumelo Motsisi |                                                    |                     | 800,000        |                        |  |  | 0.84                   |  |                                              | November 30, 2016              |  | Nil   
|Harold Motaung |                                                    |                     | 510,000        |                        |  |  | 0.84                   |  |                                              | November 30, 2016              |  | Nil   
|Joel Kesler    |                                                    |                     | 570,000        |                        |  |  | 0.84                   |  |                                              | November 30, 2016              |  | Nil   
|Bava Reddy     |                                                    |                     | 550,000570,000 |                        |  |  | 0.960.84               |  |                                              | June 25, 2014November 30, 2016 |  | NilNil
|De Wet Schutte |                                                    |                     | 500,000        |                        |  |  | 1.61                   |  |                                              | May 1, 2017                    |  | Nil   
|Kogi Naicker   |                                                    |                     | 50,000         |                        |  |  | 0.84                   |  |                                              | November 30, 2016              |  | Nil   

Notes:



|(1) | The value at December 31, 2013 is calculated by determining the difference between the closing price of the Companys common shares at
December 31, 2013 ($0.60) underlying the option on the TSX-V and the exercise price of the options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Incentive Plan Awards
 Value Vested or Earned During the Year

The following table sets out all incentive plans (value vested or earned) during the
year ended December 31, 2013, for each NEO:



|               |  |                                                    |  |                                                               
|-------------- |  | -------------------------------------------------- |  | --------------------------------------------------------------
|NAME           |  | Option basedawards - Valuevested duringthe
year(1) |  | Non-equityincentive plancompensation  value earnedduring year
|Tumelo Motsisi |  | Nil                                                |  | Nil                                                           
|Harold Motaung |  | Nil                                                |  | Nil                                                           
|Joel Kesler    |  | Nil                                                |  | Nil                                                           
|De Wet Schutte |  | Nil                                                |  | Nil                                                           
|Bava Reddy     |  | Nil                                                |  | Nil                                                           
|Kogi Naicker   |  | Nil                                                |  | Nil                                                           

Notes:



|(1) | These amounts represent the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on
the vesting date. The value of each amount has been determined by taking the difference between the market price of the option at date of exercise and the exercise or base price of the option under the option-based award on the vest date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Option Plan

As noted above, the only equity compensation plan which the Company has in place is the Stock Option Plan which was previously approved by
Shareholders on May 21, 2004, as amended June 17, 2005 and again on June 15, 2009. Amendments to the Stock Option Plan were approved by Atlatsa shareholders at the annual and extraordinary general meeting of the Company held on
June 15, 2009. Such amendments to be implemented in respect of the Stock Option Plan and the outstanding stock options are as follows:



| | (a) | to reprice 8.061 million currently outstanding stock options to decrease the exercise price of such stock options to $1.29, including stock
options granted to certain insiders of the Company pursuant to the Repricing; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | to amend the Companys current stock option plan to increase the maximum number of common shares that may be issued pursuant to the stock
option plan from 18,300,000 to 32,600,000 common shares less the 8,464,000 shares previously issued on exercise of options under the Plan, resulting in an increase in the number of common shares available for issuance pursuant to stock option grants
made following the annual and extraordinary general meeting of the Company held on June 15, 2009 to 16,300,000 common shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Repricing

On June 15, 2009, the exercise price of the outstanding stock options of the Company was reduced to $1.29, which was determined in
accordance the requirements of the TSX-V. The Board of Directors determined that the repricing was desirable to the Company in order to reflect current market value of the Companys common shares and to incentivize the management and employees
of the Company and to better align their interests with the interests of the Company.

Issue of new options

During the 2013 year the Company issued no share options.

The
terms of the outstanding stock options at December 31, 2013 are as follows:



|                                |  |              |      |  |                              |   |           |                         |  |   |                              |  |  |  |     | 
|------------------------------- |  | ------------ | ---- |  | ---------------------------- | - | --------- | ----------------------- |  | - | ---------------------------- |  |  |  | --- | 
|Expiry date                     |  | Option price |      |  | Number of optionsoutstanding |   |           | Number of optionsvested |  |   | Weighted averagelife (years) | 
|June 25, 2014                   |  | $            | 0.96 |  |                              |   | 550,000   |                         |  |   | 550,000                      |  |  |  | 0.5 | 
|November 30, 2016               |  | $            | 0.84 |  |                              |   | 4,060,000 |                         |  |   | 4,060,000                    |  |  |  | 2.9 | 
|May 1, 2017                     |  | $            | 1.61 |  |                              |   | 500,000   |                         |  |   | 500,000                      |  |  |  | 3.7 | 
|Total                           |  |              |      |  |                              |   | 5,110,000 |                         |  |   | 5,110,000                    |  |  |  |     | 
|                                |  |              |      |  |                              |   |           |                         |  |   |                              |  |  |  |     | 
|Weighted average exercise price |  |              |      |  |                              | $ | 0.93      |                         |  | $ | 0.93                         |  |  |  |     | 



|# - | The options were re-priced to $1.29 on June 30, 2009.
|--- | -----------------------------------------------------

The Stock Option Plan is administered by the Compensation Committee of the Board of Directors. The Stock Option Plan provides that options
will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. All options typically expire five years after the date of grant of such options.

Eligible Optionees

Under TSX-V
policies, to be eligible for the issuance of a stock option under the Stock Option Plan, an optionee must either be an employee, director, officer, consultant or an employee of a company providing management or other services to the Company or its
subsidiary at the time the option is granted.

Options may be granted only to an individual or to a company that is wholly owned by
individuals eligible for an option grant. If the option is granted to a company, the Company must provide the TSX-V with an undertaking that it will not permit any transfer of its shares, nor issue further shares, to any other individual or entity
as long as the stock option remains in effect without the consent of the TSX-V.

Material Terms of the Plan

The following is a summary of the material terms of the Stock Option Plan:



| | (a) | all options granted under the Stock Option Plan are non-assignable and non-transferable;
| | --- | ----------------------------------------------------------------------------------------



| | (b) | for stock options granted to employees or service providers (inclusive of management company employees), the Company is required to represent that
the proposed optionee is a bona fide employee or service provider (inclusive of a management company employee), as the case may be, of the Company or of any of its subsidiaries;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | options have a maximum term of ten years; although to date options have generally expired five years after the date of grant. Options terminate 30
days following the termination of the optionees employment or other relationship with the Company, except in the case of retirement or death. In the case of retirement, options terminate 30 to 90 days, at managements discretion,
following retirement. In the case of death, options terminate at the earlier of one year after the event or the expiry of the option. Vesting of options is at the discretion of the Compensation Committee at the time the options are granted; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | the minimum exercise price of an option granted under the Stock Option Plan must not be less than the closing price for shares of the Company as
traded on the TSX-V on the last trading day before the date that the option is granted less allowable discounts as permitted by TSX-V (depending on the price at the time of grant).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table sets out equity compensation plan information as at December 31, 2013:



|                                                                          |  |                                                                                          |           |  |                                                                          |  |      |                                                                                                                                           |  |  |            | 
|------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------ |  | ---- | ----------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------- | 
|                                                                          |  | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights |           |  | Weighted average exerciseprice of outstandingoptions, warrants andrights |  |      | Number of securities remainingavailable for future issuance underequity compensation plans 
(excludingsecurities reflected in column (a)) | 
|Plan Category                                                             |  | (a)                                                                                      |           |  | (b)                                                                      |  |      | (c)                                                                                                                                       | 
|Equity compensation plans approved by security holders  (the Share Plan) |  |                                                                                          | 5,110,000 |  |                                                                          |  | 0.93 |                                                                                                                                           |  |  | 27,460,000 | 
|Equity compensation plans not approved by security holders                |  |                                                                                          |          |  |                                                                          |  |     |                                                                                                                                           |  |  |           | 
|                                                                          |  |                                                                                          |           |  |                                                                          |  |      |                                                                                                                                           |  |  |            | 
|Total                                                                     |  |                                                                                          | 5,110,000 |  |                                                                          |  | 0.93 |                                                                                                                                           |  |  | 27,460,000 | 
|                                                                          |  |                                                                                          |           |  |                                                                          |  |      |                                                                                                                                           |  |  |            | 

PENSION AND PROVIDENT PLAN BENEFITS

The full time employees of the Company at the corporate offices belong to the Alexander Forbes Retirement Fund (Provident and Pension
sections). The Company contributes 14% of the basic salaries of the employees on a monthly basis to the fund.

The employees of the Bokoni
Mine belong to the following funds depending on their position:



| |  |  | The Company contributes 14% of the basic salaries of certain employees to the Anglo American Platinum Group Provident Fund.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company contributes 14% of the basic salaries of certain employees to the Anglo American Platinum Mines Retirement Fund.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------

Membership of these retirement funds is compulsory in all cases.



|                   |  |                                     |         |  |                                                           |  |        |                           |  |  |                                       |  |  |  |         | 
|------------------ |  | ----------------------------------- | ------- |  | --------------------------------------------------------- |  | ------ | ------------------------- |  |  | ------------------------------------- |  |  |  | ------- | 
|Provident Fund     |  |                                     |         |  |                                                           |  |        |                           |  |  |                                       | 
|Name               |  | Accumulated value atJanuary 1, 2013 |         |  | Total growthearned/interest earned(employer contribution) |  |        | Net EmployerContributions |  |  | Accumulated value atDecember 31, 2013 | 
|                   |  | ($)                                 |         |  | ($)                                                       |  |        | ($)                       |  |  | ($)                                   | 
|Tumelo Motsisi     |  |                                     | 230,848 |  |                                                           |  | 65,742 |                           |  |  | 47,935                                |  |  |  | 334,526 | 
|Harold Motaung     |  |                                     | 204,964 |  |                                                           |  | 65,459 |                           |  |  | 42,687                                |  |  |  | 313,139 | 
|Joel Kesler        |  |                                     | 171,931 |  |                                                           |  | 54,799 |                           |  |  | 35,802                                |  |  |  | 262,532 | 
|Bava Reddy         |  |                                     | 121,415 |  |                                                           |  | 32,636 |                           |  |  | 25,394                                |  |  |  | 179,444 | 
|De Wet Schutte (1) |  |                                     | 106,547 |  |                                                           |  | 30,676 |                           |  |  | 5,158                                 |  |  |  | 142,381 | 
|Kogi Naicker (2)   |  |                                     | 56,883  |  |                                                           |  | 6,914  |                           |  |  | 6,530                                 |  |  |  | 70,327  | 



|                   |  |                                     |         |  |                                                           |  |        |                           |  |  |                                       |  |  |  |         | 
|------------------ |  | ----------------------------------- | ------- |  | --------------------------------------------------------- |  | ------ | ------------------------- |  |  | ------------------------------------- |  |  |  | ------- | 
|Pension Fund       |  |                                     |         |  |                                                           |  |        |                           |  |  |                                       | 
|Name               |  | Accumulated value atJanuary 1, 2013 |         |  | Total growthearned/interest earned(employer contribution) |  |        | Net EmployerContributions |  |  | Accumulated value atDecember 31, 2013 | 
|                   |  | ($)                                 |         |  | ($)                                                       |  |        | ($)                       |  |  | ($)                                   | 
|Tumelo Motsisi     |  |                                     | 134,710 |  |                                                           |  | 35,433 |                           |  |  | 30,762                                |  |  |  | 200,906 | 
|Harold Motaung     |  |                                     | 119,686 |  |                                                           |  | 35,296 |                           |  |  | 27,718                                |  |  |  | 182,699 | 
|Joel Kesler        |  |                                     | 100,099 |  |                                                           |  | 29,535 |                           |  |  | 23,182                                |  |  |  | 152,816 | 
|Bava Reddy         |  |                                     | 70,775  |  |                                                           |  | 17,678 |                           |  |  | 16,099                                |  |  |  | 104,552 | 
|De Wet Schutte (1) |  |                                     | 62,107  |  |                                                           |  | 17,431 |                           |  |  | 25,014                                |  |  |  | 104,552 | 
|Kogi Naicker (2)   |  |                                     | 33,910  |  |                                                           |  | 3,998  |                           |  |  | 3,125                                 |  |  |  | 41,033  | 

Notes:



|(1) | Mr. Schutte resigned on August 1, 2013.
|--- | ---------------------------------------

|(2) | Ms. Naicker was appointed as Interim CFO on August 1, 2013.
|--- | -----------------------------------------------------------

EMPLOYMENT CONTRACTS, TERMINATION AND CHANGE IN CONTROL BENEFITS

Written contracts are in place between the Company and Harold Motaung, Bava Reddy and Kogi Naicker. There are no written employment contracts
in place between the Company and Tumelo Motsisi and Joel Kesler. The Company is currently in the process of compiling a remuneration policy, and as part of this process the written employment contracts between the Company and NEOs will also be
reviewed or implemented, as applicable.It is not expected that there will be any written contracts between the Company and any independent non-executive directors which are appointed to the Board.



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There are no compensatory plans or arrangements with the NEOs that entitle a NEO to receive more
than $100,000 from the Company as a result of the resignation, retirement or any other termination of employment of the NEOs employment, a change in control of the Company or its subsidiaries or a change of the NEOs responsibilities
following a change in control.

Written employment contracts between the Company and the Companys NEOs provide for compensation
payable under certain circumstances following termination or a change in control, inclusive of the following:



| |  |  | a 30 day notice period applies;
| | - |  | -------------------------------



| |  |  | payment of annual holiday leave;
| | - |  | --------------------------------



| |  |  | in terms of the stock option plan, all vested stock options held by the employee may be exercised within 90 days of termination.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------

INDEPENDENT DIRECTOR COMPENSATION

Each director of the Company, who is not an executive officer, but an independent director, namely, Fikile Tebogo De Buck, Rizelle Sampson, Anu
Dhir and Patrick Cooke were entitled to the following fees: an annual directors fee of $45,000, plus an additional fee of $15,000 for the Audit Committee Chairperson and $11,000 for other Committee Chairpersons. The Lead Director was entitled
to an annual fee of $20,000; members attending the Audit Committee were entitled an annual amount of $8,000 and members attending other committees are entitled to $7,000 per annum. Special committee members were entitled to $15,000. Executive
officers do not receive additional compensation for serving as directors.

There is no written or oral contract between the Company or any
of its subsidiaries and any executive or non-executive director relating to remuneration or fees payable or restraint payments.

The
compensation provided to the directors, excluding a director who is included in disclosure for an NEO for the Companys most recently completed financial year of December 31, 2013 is:



|                             |  |                   |        |  |                       |  |     |             |  |  |                                     |  |  |          |     |  |  |  |        | 
|---------------------------- |  | ----------------- | ------ |  | --------------------- |  | --- | ----------- |  |  | ----------------------------------- |  |  | -------- | --- |  |  |  | ------ | 
|Name of Director (6)         |  | Fees earned($)(1) |        |  | Option-basedawards($) |  |     | BonusShares |  |  | Non-equityincentiveplancompensation |  |  | Total($) |    
|Patrick Cooke (5) (7)        |  |                   | 93,000 |  |                       |  | Nil |             |  |  | Nil                                 |  |  |          | Nil |  |  |  | 93,000 | 
|Fikile De Buck (3) (4)       |  |                   | 89,000 |  |                       |  | Nil |             |  |  | Nil                                 |  |  |          | Nil |  |  |  | 89,000 | 
|Anu Dhir (2)                 |  |                   | 95,409 |  |                       |  | Nil |             |  |  | Nil                                 |  |  |          | Nil |  |  |  | 95,409 | 
|Rizelle Sampson (8) (9) (10) |  |                   | 71,000 |  |                       |  | Nil |             |  |  | Nil                                 |  |  |          | Nil |  |  |  | 71,000 | 

Notes:



|(1) | Includes all fees awarded, earned, paid or payable in cash for services as a director, including annual retainer fees, committee, chair and meeting
fees.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Anu Dhir joined the Company as a director in July 2008, was appointed Lead Independent Director in 2012, is the Chairperson of the Compensation
Committee and is the Chairperson of the Investment Committee.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Fikile De Buck joined the Company as a director in September 2008.
|--- | ------------------------------------------------------------------

|(4) | Audit Committee Chairperson.
|--- | ----------------------------

|(5) | Nominating and Governance Committee Chairperson.
|--- | ------------------------------------------------

|(6) | Directors who are also NEOs and receive compensation for services as directors are included in the NEO summary compensation table.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(7) | Patrick Cooke joined the Company as a director in February 2012 and resigned on February 26, 2014.
|--- | --------------------------------------------------------------------------------------------------

|(8) | Rizelle Sampson joined the Company as a director in September 2004 and is the Chairperson of the Sustainable Development Health and Safety
Committee.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Rizelle Sampson was appointed on March 27, 2014 to the Audit Committee to replace Patrick Cooke.
|--- | ------------------------------------------------------------------------------------------------

|(10) | Rizelle Sampson was appointed on March 27, 2014 to the Nominating and Governance Committee. The position of chair of the Nominating and
Governance Committee is still to be filled.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table sets out all option-based awards outstanding as at December 31, 2013,
for each director, excluding a director who is already set out in disclosure for a NEO for the Company:



|                |                                                     |                     |         |                         |  |  |                        |  |  |                                              |                   |  |  |  |     | 
|--------------- | --------------------------------------------------- | ------------------- | ------- | ----------------------- |  |  | ---------------------- |  |  | -------------------------------------------- | ----------------- |  |  |  | --- | 
|NAME            |                                                     | Option-based Awards |        
|                | Number ofsecuritiesunderlyingunexercisedoptions (#) |                     |         | Optionexerciseprice ($) |  |  | Option expiration date |  |  | Value ofunexercisedin-the-moneyoptions(1)($) |                  
|Patrick Cooke   |                                                     |                     | Nil     |                         |  |  | Nil                    |  |  |                                              | Nil               |  |  |  | Nil | 
|Fikile De Buck  |                                                     |                     | 100,000 |                         |  |  | 0.84                   |  |  |                                              | November 30, 2016 |  |  |  | Nil | 
|Anu Dhir        |                                                     |                     | 150,000 |                         |  |  | 0.84                   |  |  |                                              | November 30, 2016 |  |  |  | Nil | 
|Rizelle Sampson |                                                     |                     | 150,000 |                         |  |  | 0.84                   |  |  |                                              | November 30, 2016 |  |  |  | Nil | 

Note:



|(1) | The value at December 31, 2013 is calculated by determining the difference between the closing price of the Companys common shares on
December 31, 2011 ($0.60) underlying the option on the TSX -V the exercise price of the options.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following
table sets out all incentive plans (value vested or earned) during the year ended December 31, 2013, for each director, excluding a director who is already set out in disclosure for a NEO for the Company:



|                |  |                                                     |     |  |                                                                |  |     | 
|--------------- |  | --------------------------------------------------- | --- |  | -------------------------------------------------------------- |  | --- | 
|NAME            |  | Option basedawards - Valuevested during theyear (1) |     |  | Non-equity basedincentivecompensation Value earnedduring year | 
|Patrick Cooke   |  |                                                     | Nil |  |                                                                |  | Nil | 
|Fikile De Buck  |  |                                                     | Nil |  |                                                                |  | Nil | 
|Anu Dhir        |  |                                                     | Nil |  |                                                                |  | Nil | 
|Rizelle Sampson |  |                                                     | Nil |  |                                                                |  | Nil | 

Note:



|(1) | These amounts represent the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on
the vesting date. The value of each amount has been determined by taking the difference between the market price of the option at date of exercise and the exercise or base price of the option under the option-based award on the vest date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | Board Practices
| | -- | ---------------

ITEM 6.A. above sets out each directors and officers date of expiration of their current term of office, as applicable, and
the period during which such person has served in that office.



|1. | Board of Directors
|-- | ------------------

There are no written contracts between the Company and any independent non-executive directors which are appointed to the Board.

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A material
relationship is a relationship which could, in the view of the Companys Board of Directors, be reasonably expected to interfere with the exercise of a directors independent judgment. Examples of such material relationships include
employment relationships, officer positions, and recent employment by the auditors and like matters. The majority of the directors are independent directors. The Companys Corporate Governance Policies and Procedures Manual, which governs the
conduct of the Board of Directors, are available on the Companys website at http://www.atlatsa.com. Information on the Companys website is not a part of this Annual Report.

The Canadian Securities Administrators corporate governance guidance suggests that independent directors hold regularly scheduled
meetings at which non-independent directors and members of management are not in attendance. The Board believes it is important that the Board of Directors regularly meet without management of the Company, but has also determined that open and
candid discussion among independent directors is not necessarily inhibited by the presence of the non-independent directors and their exclusion from such meetings is not always warranted. No formal meeting of the independent directors were held
during 2012.



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The Board currently does not have an independent Chair, but has appointed a lead independent
director. The Board facilitates its independent supervision over management in several ways including the holding of regular board meetings and committee meetings, informal discussions among independent directors and management and by retaining
independent consultants where it deems necessary. With the exception of the Investment Committee, each of the standing board committees is also solely comprised of independent directors. Independent supervision is also achieved by the formation of
special committees of the independent directors to oversee any matters in which non-independent directors who are members of management may have an interest. In addition, the Board of Directors has direct access to the Companys external
auditors, legal counsel and to any of the Companys officers.

The independent members of the Board of Directors of the Company for
Fiscal 2013 were Fikile De Buck, Anu Dhir, Rizelle Sampson and Patrick Cooke.

The executive (non-independent) directors for Fiscal 2013
were Harold Motaung (President and CEO) and Tumelo Motsisi (Chairman of the Board).

The following table sets forth the record of
attendance of board and committee meetings by directors for the 12 months ended December 31, 2013.



|                                  |  |                |  |                 |  |                                   |  |                       |  |                                                      
|--------------------------------- |  | -------------- |  | --------------- |  | --------------------------------- |  | --------------------- |  | -----------------------------------------------------
|Director                          |  | Board Meetings |  | Audit Committee |  | Nominating andGovernanceCommittee |  | CompensationCommittee |  | Sustainable Developmentand Health and SafetyCommittee
|Patrick Cooke(1) (2) (3) (4)      |  | 5 of 5         |  | 4 of 4          |  | 4 of 4                            |  | 5 of 5                |  | Not applicable                                       
|Fikile De Buck(4) (5 )(6) (7)     |  | 5 of 5         |  | 4 of 4          |  | 4 of 4                            |  | Not applicable        |  | 4 of 4                                               
|Anu Dhir (3) (4) (7) (8) (9) (10) |  | 5 of 5         |  | 4 of 4          |  | Not applicable                    |  | 5 of 5                |  | 3 of 4                                               
|Harold Motaung                    |  | 5 of 5         |  | Not applicable  |  | Not applicable                    |  | Not applicable        |  | Not applicable                                       
|Tumelo Motsisi(11) (12)           |  | 5 of 5         |  | Not applicable  |  | Not applicable                    |  | Not applicable        |  | Not applicable                                       
|Rizelle Sampson(7) (13) (14)      |  | 5 of 5         |  | Not applicable  |  | Not applicable                    |  | Not applicable        |  | 4 of 4                                               



|Notes: | 
|------ | 



|(1) | Appointed to the Board February 1, 2012. Mr. Cooke was appointed to the following Committees as follows:
|--- | --------------------------------------------------------------------------------------------------------



| |  |  | Nominating and Governance Committee Chairperson on February 28, 2012 to fill the vacancy on the Nominating and Governance Committee following
the resignation of Mr. Kirk;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Audit Committee on February 28, 2012 to fill the vacancy on the Audit Committee following the resignation of Mr. Kirk; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Compensation Committee on May 3, 2012 to fill the vacancy created by the departure of Mr. Nkosi who did not make himself available for
re-election at the 2012 Annual General Meeting.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Cooke resigned on February 26, 2014.
| | - |  | ----------------------------------------



|(2) | Nominating and Governance Committee Chairperson. The Company is in process of identifying and appointing new directors, specifically where a
chairpersons role is currently vacant (as at date of filing).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Member of the Compensation Committee.
|--- | -------------------------------------

|(4) | Member of the Audit Committee.
|--- | ------------------------------

|(5) | Audit Committee Chairperson.
|--- | ----------------------------

|(6) | Member of the Nominating and Governance Committee.
|--- | --------------------------------------------------

|(7) | Member of the Sustainable Development and Health and Safety Committee.
|--- | ----------------------------------------------------------------------

|(8) | Compensation Committee Chairperson.
|--- | -----------------------------------

|(9) | Chairperson of the Investment Committee.
|--- | ----------------------------------------

|(10) | Lead independent Director.
|---- | --------------------------

|(11) | Chairperson of the Atlatsa Board of Directors.
|---- | ----------------------------------------------

|(12) | Member of the Investment Committee.
|---- | -----------------------------------

|(13) | Chairperson of the Sustainable Development and Health and Safety Committee.
|---- | ---------------------------------------------------------------------------

|(14) | Rizelle Sampson was appointed to the Audit Committee, as well as the Nominating and Governance Committee on March 27, 2014.
|---- | ---------------------------------------------------------------------------------------------------------------------------



|2. | Orientation and Continuing Education
|-- | ------------------------------------

All new and continuing directors are encouraged to review the Board materials prepared by the Company consisting of filings, Committee
Charters, Code of Business Conduct and Guidelines. New Members of the Board will participate in the Companys Director orientation program. This program is designed to provide new directors with the foundation for a more in-depth familiarity
and understanding of the Company and its business operations, industry and key personnel. In addition, directors will be provided with continuing education programs, which shall include materials, presentations and programs presented at the Company
by management as well as third parties. In addition, directors are encouraged to participate in appropriate seminars or their own choice.



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|3. | Ethical Business Conduct
|-- | ------------------------

The Board has adopted a formal ethics policy that applies to all directors, officers and employees of the Company, included in Section B-3 to
the Companys Corporate Governance Policies and Procedures Manual, which is available for download from the Companys website (www.atlatsa.com). Information on the Companys website is not a part of this Annual Report. The
Companys Ethics and Business Conduct Policy is also available on www.sedar.com The Board also believes that the fiduciary duties placed on individual directors by the Companys governing corporate legislation and the common law and the
restrictions placed by applicable corporate legislation on an individual directors participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management
and in the best interests of the Company.

Compliance with the Code of Ethics is monitored by the Nomination and Governance Committee. No
departures from the code were identified by the Nominating and Governance Committee during Fiscal 2013. The Board has a number of policies in place designed to ensure that directors exercise independent judgment in matters where a director or
officer has a material interest. In those circumstances, the relevant director and officer must declare their interest and in the case of a director, refrain from voting and the Nominating and Governance Committee considers any interested party
transactions in advance of their consideration by the Board.



|4. | Nomination of Directors
|-- | -----------------------

The Board considers its size each year when it considers the directors to recommend to the Shareholders for election at the annual meeting of
Shareholders, taking into account the number required to carry out the Boards duties effectively and to maintain a diversity of views and experience. The Board has a Nominating and Governance Committee, though the full Board retains
responsibility for the recommendation of directors to the Shareholders for election.

The Board recognises the lack of mining experience
of the Board and is currently completing its search for additional independent non-executive directors.



|5. | Compensation
|-- | ------------

The
Compensation Committee considers compensation for the directors and senior executive officers and submits its compensation recommendations to the Board for approval.



|6. | Board Committees
|-- | ----------------

The Board has not adopted descriptions for the positions of Board chairman, and the chairman for each of the board committees, but, as at the
date of this Annual Report, the roles and responsibilities for the board and for each of the board committees has been described in the Companys Corporate Governance Policies and Procedures Manual dated December 2013, which is available on the
Companys website at www.atlatsa.com.

Audit and Risk Committee

The Audit and Risk Committee is an important element of the Boards system of monitoring and control. The Audit Committee
meets at least four times a year. All the members of the Audit Committee are independent non-executive directors, financially literate and have extensive Audit Committee experience. Current members of the Audit Committee are Fikile Tebogo De Buck
(chair), Anu Dhir and Patrick Cooke. Rizelle Sampson was appointed on March 27, 2014 to replace Patrick Cooke after he resigned on February 26, 2014.

The Chairman of the Board, the CEO, CFO, the internal auditors (outsourced function) and external auditors attend Audit
Committee meetings on invitation.

The Audit Committee has been established primarily to assist the Board in overseeing:



| |  |  | the quality and integrity of the Companys financial statements (including group consolidated financial statements) and public disclosures in
respect thereof;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | assessing the qualification and independence of the external auditors;
| | - |  | ----------------------------------------------------------------------



| |  |  | the scope and effectiveness of the external audit function;
| | - |  | -----------------------------------------------------------



| |  |  | the effectiveness of the Companys internal controls;
| | - |  | -----------------------------------------------------



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| |  |  | compliance with legal and regulatory requirements to the extent that it might have an impact on financial statements; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Assessment of integrated risk management.
| | - |  | -----------------------------------------

In addition to the responsibilities above, the Atlatsa Board has appointed the Audit and Risk Committee to perform on behalf of
all South African subsidiaries of Atlatsa, the functions listed in section 94(7) of the South African Companies Act No 71 0f 2008.

The Board has delegated extensive powers to the Audit and Risk Committee in accordance with US corporate governance
requirements and as permitted under Canadian Corporate and Securities law and the Companys Articles to perform the above functions. In line with these requirements, the Audit and Risk Committee has, among other things, determined which
categories of non-audit services provided by the external auditors should be pre-approved by the Audit Committee.

The
Audit Committee meets regularly with the Companys external auditors and managers to consider risk assessment and management, to review the audit plans of the external auditors, and to review accounting, auditing, financial reporting, and
corporate governance and compliance matters. The Audit Committee approves the external auditors engagement letter on the terms, nature and scope of the audit function and the audit fee. Interim and annual results of the Company and trading
statements of the Company are reviewed by the audit committee before publication. The audit committee usually makes recommendations and refers matters for information or approval to the Board.

Both the Audit Committee and the Board of Directors are satisfied that the independence of the external auditors is
independent.

Nominating and Governance Committee

The committee is currently comprised of two non-executive directors, all of whom are independent.

Members: Patrick Cooke (Chair), Fikile Tebogo De Buck. Rizelle Sampson was appointed on March 27, 2014 to the Nominating
and Governance Committee to replace Patrick Cooke after he resigned on February 26, 2014.

The Nominating and
Governance Committees functions include reviewing and making recommendations to the Board on the Companys general corporate governance framework, the composition and performance of the Board and its committees, appointment of directors
and group executive committee members, legal compliance and the Companys ethics policy and programs.

The Company is
in process of identifying and appointing new directors, specifically where a chairpersons role is currently vacant (as at date of filing).

Compensation Committee

Members: Anu Dhir (Chair) and Patrick Cooke.

All the members of the committee, including the chair, are independent non-executive directors. In line with the
recommendations of King III, the CEO attends the meetings of the committee at the request of the committee, but is requested to leave the meeting before any decisions are made.

The committee evaluates and monitors Atlatsas remuneration philosophy and practices, ensures that they are consistent
with sound governance principles and management systems and are aligned with the Companys approach to risk management, in that inappropriate risk taking is not incentivized.

Other key terms of reference set out in the mandate of the committee include:



| |  |  | providing guidance on the evaluation of the performance of NEOs;
| | - |  | -----------------------------------------------------------------



| |  |  | determining and recommending to the Board, the remuneration of NEOs and directors, whose remuneration is subject to shareholder approval;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | reviewing and approving total guaranteed package values including the annual short term and long term incentives granted to executive management;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving proposals for annual salary adjustments and proposed changes to benefit fund rules across the Company;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | approving the principles, formulae applied and Company performance targets as well as the achievement thereof on which short-term and long-term
incentives are based;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving the terms and conditions of the executive directors service agreements; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | annually assessing the performance of the committee and the committee members.
| | - |  | ------------------------------------------------------------------------------

The Company is in process of identifying and appointing new directors; as at date of filing Patrick Cookes position on
this committee has not be filled.

Sustainable Development and Health and Safety Committee (Sustainable Development
Committee)

Members: Fikile De Buck, Anu Dhir and Rizelle Sampson (Chairperson).

The Sustainable Development Committee meets at least four times a year, or more frequently as circumstances dictate.

The objective of the Sustainable Development Committee is to assist the board in ensuring that we are and remain a committed
socially responsible corporate citizen. The committees primary role is to supplement, support, advise and provide guidance on the effectiveness or otherwise of managements efforts in respect of sustainable development.

The committee considers the following sustainable development issues: occupational health, safety, HIV/Aids, social investment
and environmental management.

Investment Committee

Members: Anu Dhir (Chairperson), Tumelo Motsisi and Patrick Cooke.

The committee meets as and when investment opportunities are identified. During Fiscal 2013, no meetings were held.

The primary purpose of the Investment Committee is to consider projects, acquisitions and the disposal of assets in line with
the Companys overall strategy. This includes performing such other investment related functions as may be designated by the Board from time to time, considering the viability of the capital project and/or acquisition and/or disposal and the
effect it may have on the Companys cash flow, as well as whether these will fit the Companys overall strategy. This committees remit includes ensuring that due diligence procedures are followed when acquiring or disposing of
assets.

The Investment Committee was dissolved during Fiscal 2013.

Special Committee

Members: Fikile De Buck, Rizelle Sampson, Patrick Cooke (Chairperson) and Anu Dhir

The primary purpose of the Special Committee is to evaluate unusual/special transactions that occur on an ad-hoc basis. The
committee came into effect to address the Companys re-financing and re-structuring plan. (Refer to ITEM 4, Section 3.9 - the Restructure Plan). The committee met twice during Fiscal 2013.

The Company is in process of identifying and appointing new directors, specifically where a chairpersons role is
currently vacant (as at date of filing).



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|7. | Assessments
|-- | -----------

The
Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and committees. The Board and its committees have initiated a self-assessment
process.

The Board through the Audit Committee considered and was satisfied that the CFO and interim CFO had and has the necessary
competence, qualifications, expertise and experience.

The Board considered and was satisfied that the Company Secretary has the necessary
competence, qualifications and experience. The Company Secretary has an arms length relationship with the Board and is also not a director of the Company.

The Board is satisfied with the overall project and corporate achievements of the Company and believes this reflects well on the Board and its
practices.



| | D. | Employees
| | -- | ---------

At December 31, 2013, Atlatsa had no direct employees in Canada. There were 12 employees in South Africa who provide administrative and
compliance functions to the Company. The Company has, in the past, received many of its services from HDSI. HDSI provided administrative, compliance and management services to Atlatsa, pursuant to an administrative services agreement dated for
reference December 31, 1996. Substantially all of the administrative, compliance and management services have now been transitioned to South Africa.

The Company outsources some of its functions to professional consultancy and advisory firms.

Bokoni Mine has approximately 5,000 employees (including 1,600 contractors), including approximately 7 of whom may be considered senior
management.

Underground mining operations in South Africa are labour intensive with 60% of operational expenditure at the Bokoni Mine
applied to labour. The mine employees are represented by three labour unions and wage negotiations are generally held every two years with a one to two year wage accord being agreed subsequent to such negotiations. The labour agreements in place
with the three labour unions do not expire until June 30, 2013. Refer to Illegal Strike Action at Bokoni Mine.



| | E. | Share Ownership
| | -- | ---------------

ITEM 6.A. above sets out the names of members of the Board of Directors, all major offices and positions with the Company and any of its
significant affiliates each holds as of December 31, 2013, each nominees principal occupation, the period of time during which each has been a director of the Company and the number of common shares beneficially owned by each, directly or
indirectly, or over which each exercised control or direction.

ITEM 6.B. above sets out information regarding options granted to
members of the Board of Directors and describes arrangements for involving employees in the capital of the Company.



| | F. | Cease Trade Orders, Bankruptcies, Penalties and Sanctions
| | -- | ---------------------------------------------------------

Corporate Cease Trade Orders

To the
knowledge of the Board of Directors, no director or executive officer of the Company is, at the date hereof, or was within the ten years before the date hereof, a director, chief executive officer or chief financial officer of any company that:
(i) was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while
that person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities
legislation, that was in effect for a period of more than 30 consecutive days, that was issued after that person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that
person was acting in the capacity as director, chief executive officer or chief financial officer.



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Bankruptcies

To the knowledge of the Board of Directors, no director or executive officer of the Company, or shareholder holding a sufficient number of
securities of the Company to effect materially the control of the Company: (i) is, at the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company that, while that person was acting in
that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise
with creditors or has a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency,
or became subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold such persons assets.

Penalties or Sanctions

To the knowledge
of the Board of Directors, no director of executive officer of the Company, or a shareholder holding a sufficient number of Securities of the Company to affect materially the control of the Company has been subject to any penalties or sanctions
imposed by a court relating to securities legislation or by a securities regulatory authority has entered into a settlement agreement with a securities authority or any other penalties or sanctions imposed by a court or regulatory body that would
likely be considered important to a reasonable investor in making an investment decision.



| | G. | Conflicts of Interest
| | -- | ---------------------

To the best of Atlatsas knowledge, no actual or potential conflict of interest exists between Atlatsa, or any subsidiary, and any
director or officer of Atlatsa or any subsidiary.



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|ITEM 7 | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------ | -------------------------------------------------



| | A. | Major Shareholders
| | -- | ------------------

Atlatsas securities are recorded on the books of its transfer agent in registered form, however, the majority of such shares are
registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and Atlatsa does not have knowledge of or access to information about the beneficial owners thereof. To the best
of its knowledge, Atlatsa is not directly or indirectly owned or controlled by a foreign government. On May 21, 2004, shareholders of the Company approved an increase in the authorized share capital from 200,000,000 common shares without par
value to an unlimited number of common shares without par value.

Under the British ColumbiaSecurities Actinsiders (generally
officers, directors, and holders of 10% or more of Atlatsas shares) are required to file insider reports of changes in their ownership within ten days of a trade in Atlatsas securities. Copies of such reports are available for public
inspection at the offices of the British Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2 (phone (604) 899-6500) or at Canadian Securities Administrators website for Insiders
Disclosure, www.sedi.ca.

As at March 31, 2014, to the knowledge of the directors and executive officers of Atlatsa, the only persons
who beneficially own, directly or indirectly, or control or direct, five percent (5%) or more of the issued and outstanding Atlatsa shares are as follows:



|                                                                                                                                                            |  |                      |                                                                                    |   |                                 |  |      |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ---------------------------------------------------------------------------------- | - | ------------------------------- |  | ---- | -
|Shareholder Name
and Address                                                                                                                                |  | Number ofShares Held |                                                                                    |   | Percentage ofIssuedCommonShares | 
|The Pelawan Trust, as Trustee (1)
Atlatsa Holdings Investments Proprietary Limited, as Beneficiary
4th Floor, 82 Grayston Drive
Sandton, 2196, South Africa |  |                      | 342,896,438                                                                        |   |                                 |  | 61.9 | %
|Rustenburg Platinum Mines Limited
55 Marshall Street Johannesburg, 2001, South
Africa                                                                       |  |                      | 125,000,000                                                                        |   |                                 |  | 22.6 | %
|Mr. Tumelo M. Motsisi (2)
4th Floor, 82 Grayston Drive
Sandton, South Africa                                                                                |  |                      | 83,111,143(82,295,145 as part of the 342,896,438shown above, refer to note
2 below | ) |                                 |  | 15.0 | %
|Mr. C. Harold Motaung (3)
4th Floor, 82 Grayston Drive
Sandton, South Africa                                                                                |  |                      | 67,337,770(67,207,702 as part of the 342,896,438shown above, refer to note 3 below | ) |                                 |  | 12.2 | %

Notes:



|(1) | These shares are registered in the name of Pelawan Trust, which holds such shares in trust for Atlatsa Holdings pursuant to escrow arrangements
described in ITEM 4.A.2. Summary Corporate History and Intercorporate Relationships above.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Indirect holdings being 240 of the 1,000 ordinary shares in the issued and outstanding share capital of Atlatsa Holdings, multiplied by the number
of common shares of Atlatsa (342,896,438) held by the Pelawan Trust. Therefore, 82,295,145 of these shares are held as an indirect interest in the 342,896,438 shares shown above.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Indirect holdings being 170 of the 1,000 ordinary shares in the issued and outstanding share capital of Atlatsa Holdings, multiplied by the number
of common shares of Atlatsa (342,896,438) held by the Pelawan Trust. Therefore, 58,292,394 of these shares are held as an indirect interest in the 342,896,438 shares shown above.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No major shareholders have different voting rights.

As noted in the table above, the Company is indirectly controlled by Atlatsa Holdings as a result of the Pelawan transaction (refer to
ITEM 4.A.2.  Summary Corporate History and Intercorporate Relationships, above).

The information in the
table above was supplied by Computershare Trust Company of Canada, the Companys registrar and transfer agent, and by the individuals themselves.



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As of February 15, 2014, the number of registered shareholders of record (and the number and
percentage of shares held by such shareholders) is as follows:



|              |  |                                            |       |  |                 |  |             |                           |  |  |        |  
|------------- |  | ------------------------------------------ | ----- |  | --------------- |  | ----------- | ------------------------- |  |  | ------ | -
|Location      |  | Number of registeredshareholders of record |       |  | Number ofshares |  |             | Percentage oftotal shares | 
|Canada        |  |                                            | 34    |  |                 |  | 14,767,910  |                           |  |  | 0.03   | %
|United States |  |                                            | 29    |  |                 |  | 41,110,395  |                           |  |  | 7.42   | %
|South Africa  |  |                                            | 1153  |  |                 |  | 498,395,168 |                           |  |  | 89.92  |  
|Other         |  |                                            | 1     |  |                 |  | 15,000      |                           |  |  | 0.00   | %
|              |  |                                            | 1,217 |  |                 |  | 554,288,473 |                           |  |  | 100.00 | %

Pursuant to the Bokoni Transaction at July 1, 2009, the Company issued 4,497,062 common shares to the
Bokoni Platinum Mine ESOP Trust and 9,799,505 to the Atlatsa Community Participation Trust.

As of March 27, 2013 the Company has
554,288,473 common shares outstanding.

Shares registered in intermediaries are assumed to be held by residents of the same country in
which the clearing house is located.



| | B. | Related Party Transactions
| | -- | --------------------------

Refer to Section 1.15 of the MD&A for the fiscal year ended December 31, 2013.



| | C. | Interests of Experts and Counsel
| | -- | --------------------------------

No technical experts named in this Annual Report have any registered or beneficial interest, directly or indirectly in any securities or
property of Atlatsa or any of Atlatsas affiliates or associates.



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|ITEM 8 | FINANCIAL INFORMATION
|------ | ---------------------



| | 8.A. | Consolidated Statements and Other Financial Information
| | ---- | -------------------------------------------------------

Effective January 1, 2009, the Company adopted IFRS following approval from the Canadian Securities Administrators under National
Instrument 52-107, Acceptable Accounting Principles, Auditing Standards and Reporting Currency. The consolidated financial statements have been prepared in compliance with IFRS (refer to ITEM 18 below for the audited annual financial statements
for Fiscal 2013).

Legal Proceedings

As of March 31, 2014, there is no material legal or arbitration proceedings against Atlatsa or any of its subsidiaries, nor, to the
knowledge of Atlatsa, are such proceedings pending or threatened that may have or have had in the previous 12 months a material effect on Atlatsas financial position.

As of March 31, 2014, no penalties or sanctions have been imposed against Atlatsa by a court relating to securities legislation or by a
securities regulatory authority, nor has Atlatsa entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority.

Dividend Policy

The Company has not paid
any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of Atlatsa are being retained to fund current operations at the Bokoni Mine, to service current
debt facilities and for exploration of its projects.



| | 8.B. | Significant Changes
| | ---- | -------------------

Refer to note 37 of the audited annual financial statements for Fiscal 2013 for events after the reporting date. Also refer to ITEM 4,
Section 3.9 - the Restructure Plan.



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|ITEM 9 | THE OFFER AND LISTING
|------ | ---------------------



| | A. | Offer and Listing Details
| | -- | -------------------------

High and Low Market Prices and Volume Traded



|               |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|-------------- |  | --------------------- | ---- |  | ------------- |  | ---- | ------------ |  |  | ---------- |  |  | --- | ---- |  | ------ |  | ---- | ---- |  |  | ----------- |  |  | ------ | ----- |  |  |  | ---- |  |  |  | ---------- | 
|               |  | TSX Exchange: ATL - V |      |  | NYSE MKT: ATL |  |      | JSE: ATL - J | 
|               |  | High                  |      |  | Low           |  |      | Volume       |  |  | High       |  |  | Low |      |  | Volume |  |      | High |  |  | Low         |  |  | Volume |      
|               |  | CAD                   |      |  | CAD           |  |      |              |  |  | USD        |  |  | USD |      |  |        |  |      | ZAR  |  |  | ZAR         |  |  |        |      
|Annual         |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|2013           |  |                       | 0.61 |  |               |  | 0.14 |              |  |  | 4,893,290  |  |  |     | 0.59 |  |        |  | 0.15 |      |  |  | 39,503,994  |  |  |        | 6.20  |  |  |  | 1.45 |  |  |  | 11,045,462 | 
|2012           |  |                       | 0.66 |  |               |  | 0.12 |              |  |  | 3,759,845  |  |  |     | 0.63 |  |        |  | 0.11 |      |  |  | 27,159,321  |  |  |        | 4.73  |  |  |  | 1.15 |  |  |  | 5,940,344  | 
|2011           |  |                       | 1.58 |  |               |  | 0.33 |              |  |  | 8,361,610  |  |  |     | 1.66 |  |        |  | 0.31 |      |  |  | 62,512,721  |  |  |        | 11.50 |  |  |  | 3.30 |  |  |  | 6,904,276  | 
|2010           |  |                       | 1.80 |  |               |  | 0.88 |              |  |  | 18,174,583 |  |  |     | 1.78 |  |        |  | 0.82 |      |  |  | 111,519,392 |  |  |        | 13.20 |  |  |  | 6.00 |  |  |  | 7,537,498  | 
|2009           |  |                       | 1.48 |  |               |  | 0.33 |              |  |  | 7,854,533  |  |  |     | 1.35 |  |        |  | 0.26 |      |  |  | 40,090,858  |  |  |        | 10.00 |  |  |  | 2.70 |  |  |  | 5,364,691  | 
|               |  |                       |      |  |               |  |      |              | 
|By Quarter     |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|               |  |                       |      |  |               |  |      |              | 
|Calendar 2009  |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|First Quarter  |  |                       | 0.88 |  |               |  | 0.33 |              |  |  | 1,779,558  |  |  |     | 0.73 |  |        |  | 0.26 |      |  |  | 7,104,349   |  |  |        | 6.15  |  |  |  | 2.70 |  |  |  | 1,819,226  | 
|Second Quarter |  |                       | 1.48 |  |               |  | 0.81 |              |  |  | 2,255,729  |  |  |     | 1.35 |  |        |  | 0.60 |      |  |  | 17,360,268  |  |  |        | 10.00 |  |  |  | 5.00 |  |  |  | 2,216,331  | 
|Third Quarter  |  |                       | 1.10 |  |               |  | 0.80 |              |  |  | 1,679,328  |  |  |     | 1.06 |  |        |  | 0.72 |      |  |  | 8,853,514   |  |  |        | 7.95  |  |  |  | 5.70 |  |  |  | 782,139    | 
|Fourth Quarter |  |                       | 0.99 |  |               |  | 0.78 |              |  |  | 2,139,918  |  |  |     | 0.95 |  |        |  | 0.72 |      |  |  | 6,772,727   |  |  |        | 7.50  |  |  |  | 6.00 |  |  |  | 546,995    | 
|               |  |                       |      |  |               |  |      |              | 
|Calendar 2010  |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|First Quarter  |  |                       | 1.65 |  |               |  | 0.92 |              |  |  | 5,054,515  |  |  |     | 1.56 |  |        |  | 0.83 |      |  |  | 28,192,280  |  |  |        | 12.00 |  |  |  | 6.25 |  |  |  | 1,087,172  | 
|Second Quarter |  |                       | 1.80 |  |               |  | 1.07 |              |  |  | 4,030,067  |  |  |     | 1.78 |  |        |  | 1.00 |      |  |  | 28,920,366  |  |  |        | 13.20 |  |  |  | 8.00 |  |  |  | 1,542,686  | 
|Third Quarter  |  |                       | 1.21 |  |               |  | 0.88 |              |  |  | 2,578,830  |  |  |     | 1.24 |  |        |  | 0.82 |      |  |  | 15,987,136  |  |  |        | 9.25  |  |  |  | 6.00 |  |  |  | 2,405,711  | 
|Fourth Quarter |  |                       | 1.66 |  |               |  | 0.95 |              |  |  | 6,511,171  |  |  |     | 1.69 |  |        |  | 0.92 |      |  |  | 38,419,610  |  |  |        | 10.62 |  |  |  | 6.71 |  |  |  | 2,501,929  | 
|               |  |                       |      |  |               |  |      |              | 
|Calendar 2011  |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|First Quarter  |  |                       | 1.58 |  |               |  | 0.91 |              |  |  | 2,955,381  |  |  |     | 1.66 |  |        |  | 0.93 |      |  |  | 21,133,516  |  |  |        | 11.50 |  |  |  | 7.01 |  |  |  | 2,004,419  | 
|Second Quarter |  |                       | 1.25 |  |               |  | 0.58 |              |  |  | 2,701,173  |  |  |     | 1.35 |  |        |  | 0.59 |      |  |  | 24,459,222  |  |  |        | 8.68  |  |  |  | 4.50 |  |  |  | 2,430,448  | 
|Third Quarter  |  |                       | 0.73 |  |               |  | 0.48 |              |  |  | 1,761,687  |  |  |     | 0.78 |  |        |  | 0.42 |      |  |  | 10,672,991  |  |  |        | 5.70  |  |  |  | 3.50 |  |  |  | 1,772,344  | 
|Fourth Quarter |  |                       | 0.63 |  |               |  | 0.33 |              |  |  | 943,369    |  |  |     | 0.67 |  |        |  | 0.31 |      |  |  | 6,246,992   |  |  |        | 5.00  |  |  |  | 3.30 |  |  |  | 697,065    | 
|               |  |                       |      |  |               |  |      |              | 
|Calendar 2012  |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|First Quarter  |  |                       | 0.66 |  |               |  | 0.37 |              |  |  | 1,414,401  |  |  |     | 0.63 |  |        |  | 0.38 |      |  |  | 405,554     |  |  |        | 4.73  |  |  |  | 3.30 |  |  |  | 1,742,747  | 
|Second Quarter |  |                       | 0.41 |  |               |  | 0.19 |              |  |  | 405,554    |  |  |     | 0.44 |  |        |  | 0.11 |      |  |  | 6,375,131   |  |  |        | 3.68  |  |  |  | 1.70 |  |  |  | 1,816,802  | 
|Third Quarter  |  |                       | 0.24 |  |               |  | 0.12 |              |  |  | 1,087,967  |  |  |     | 0.27 |  |        |  | 0.12 |      |  |  | 8,042,528   |  |  |        | 2.05  |  |  |  | 1.20 |  |  |  | 1,791,563  | 
|Fourth Quarter |  |                       | 0.24 |  |               |  | 0.14 |              |  |  | 851,923    |  |  |     | 0.24 |  |        |  | 0.11 |      |  |  | 5,253,315   |  |  |        | 1.79  |  |  |  | 1.15 |  |  |  | 589,232    | 
|               |  |                       |      |  |               |  |      |              | 
|Calendar 2013  |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|First Quarter  |  |                       | 0.27 |  |               |  | 0.14 |              |  |  | 1,434,074  |  |  |     | 0.24 |  |        |  | 0.15 |      |  |  | 9,439,920   |  |  |        | 2.6   |  |  |  | 1.45 |  |  |  | 1,610,246  | 
|Second Quarter |  |                       | 0.23 |  |               |  | 0.16 |              |  |  | 1,254,118  |  |  |     | 0.25 |  |        |  | 0.18 |      |  |  | 7,508,546   |  |  |        | 2.8   |  |  |  | 1.50 |  |  |  | 1,215,394  | 
|Third Quarter  |  |                       | 0.50 |  |               |  | 0.22 |              |  |  | 711,194    |  |  |     | 0.50 |  |        |  | 0.19 |      |  |  | 10,500,138  |  |  |        | 4.5   |  |  |  | 1.86 |  |  |  | 5,749,878  | 
|Fourth Quarter |  |                       | 0.61 |  |               |  | 0.34 |              |  |  | 1,493,904  |  |  |     | 0.59 |  |        |  | 0.36 |      |  |  | 12,055,390  |  |  |        | 6.2   |  |  |  | 3.45 |  |  |  | 2,469,944  | 
|               |  |                       |      |  |               |  |      |              | 
|Monthly        |  |                       |      |  |               |  |      |              |  |  |            |  |  |     |      |  |        |  |      |      |  |  |             |  |  |        |       |  |  |  |      |  |  |  |            | 
|September 2013 |  |                       | 0.41 |  |               |  | 0.30 |              |  |  | 84,802     |  |  |     | 0.42 |  |        |  | 0.28 |      |  |  | 1,889,985   |  |  |        | 4.10  |  |  |  | 3.30 |  |  |  | 271,387    | 
|October 2013   |  |                       | 0.44 |  |               |  | 0.36 |              |  |  | 62,958     |  |  |     | 0.43 |  |        |  | 0.63 |      |  |  | 3,805,545   |  |  |        | 4.25  |  |  |  | 3.45 |  |  |  | 958,243    | 
|November 2013  |  |                       | 0.55 |  |               |  | 0.34 |              |  |  | 181,767    |  |  |     | 0.59 |  |        |  | 0.37 |      |  |  | 4,461,791   |  |  |        | 5.50  |  |  |  | 4.01 |  |  |  | 1,140,937  | 
|December 2013  |  |                       | 0.61 |  |               |  | 0.48 |              |  |  | 1,249,179  |  |  |     | 0.59 |  |        |  | 0.43 |      |  |  | 3,788,054   |  |  |        | 6.20  |  |  |  | 4.70 |  |  |  | 370,764    | 
|January 2014   |  |                       | 0.71 |  |               |  | 0.57 |              |  |  | 688,545    |  |  |     | 0.67 |  |        |  | 0.52 |      |  |  | 3,500,525   |  |  |        | 6.18  |  |  |  | 5.25 |  |  |  | 601,817    | 
|February 2014  |  |                       | 0.65 |  |               |  | 0.49 |              |  |  | 309,115    |  |  |     | 0.60 |  |        |  | 0.43 |      |  |  | 2,778,734   |  |  |        | 6.30  |  |  |  | 2.02 |  |  |  | 566,101    | 



| | B. | Plan of Distribution
| | -- | --------------------

Not applicable.



| | C. | Markets
| | -- | -------

Atlatsas common shares are listed and posted for trading in Canada on the TSX under the symbol ATL. Atlatsas common shares traded
on the TSX-V (and its predecessors, the Canadian Venture Exchange and the Vancouver Stock Exchange) since September 24, 1987 until the Company migrated to the TSX on February 5, 2014. Until March 12, 2004, Atlatsas common shares
traded in the United States on the Over-The-Counter Bulletin Board (OTCBB) under the symbol ARQ.RF. Commencing March 15, 2004, Atlatsas common shares have traded in the United States on NYSE MKT under the symbol ANO and from
May 14, 2012, ATL. Atlatsas common shares also commenced trading on the Johannesburg Stock Exchange in South Africa under the symbol ARQ in December 2006 and from May, 14 2012 under ATL.

For the period of this annual report, the Company was trading on the TSX-V.



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| | D. | Selling Shareholders
| | -- | --------------------

Not applicable.



| | E. | Dilution
| | -- | --------

Not applicable.



| | F. | Expenses of the Issue
| | -- | ---------------------

Not applicable.



| | G. | Escrow Securities
| | -- | -----------------

The following table sets out the number of securities of the Company held, to the knowledge of the management of the Company, in escrow as of
March 31, 2013 and the percentage that number represents of the outstanding securities of that class.



|                     |  |                                    |             |  |                                 |  |    |      
|-------------------- |  | ---------------------------------- | ----------- |  | ------------------------------- |  | -- | -----
|Designation of Class |  | Number of Securities heldin Escrow |             |  | Approximate Percentage of Class | 
|Common shares (1)    |  |                                    | 342,896,438 |  |                                 |  | 62 | % (2)

Notes:



|(1) | These shares are registered in the name of the Pelawan Trust, which holds such shares in trust for Atlatsa Holdings pursuant to escrow arrangements
described in The AcquisitionDescription of Lock-up Arrangements for Consideration Shares in the August 2004 Circular. As part of the Restructure Plan, Atlatsa Holdings will provide security to RPM in relation to the Atlatsa
Holdings Vendor Finance Loan by way of a pledge and cession of its entire shareholding in Atlatsa, which shares remain subject to a lock-in arrangement through to 2020. The total number of shares held by the Pelawan Trust at March 31, 2013 was
342.9 million and in total pledged to RPM.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to implementation of the Bokoni Transaction, Atlatsa Holdings,
the sole beneficiary of the Pelawan Trust, which is the controlling shareholder of Atlatsa, established a special purpose vehicle as a wholly owned subsidiary of Atlatsa Holdings (the Pelawan SPV). During the conversion and the
subsequent forward sale of the shares as per the Restructure Plan; Pelawan SPV transferred 56,691,303 of its Atlatsa shareholding to the Pelawan Trust. These shares remain subject to the lockup arrangements described above.

The Pelawan Trust holds 227,400,000 Atlatsa common shares after the conversion of the B preference shares on January 14, 2014. These
shares remain subject to the lockup arrangements described above.

(2) This percentage disclosed relates to the number of shares held in
escrow, divided by the number of common shares outstanding, before dilution, as at March 31, 2013, being 554,288,473.



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|ITEM 10 | ADDITIONAL INFORMATION
|------- | ----------------------



| | A. | Share Capital
| | -- | -------------

Common
shares

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

The issued share capital of the Company consists of 201,888,473 common shares, without par value, as at December 31, 2013 and 554,288,473
as at February 28, 2014.



|                                                           |  |                 |             | 
|---------------------------------------------------------- |  | --------------- | ----------- | 
|Description                                                |  | Number ofshares |            
|Closing balance  December 31, 2013                        |  |                 | 201,888,473 | 
|Conversion of the B Preference Shares  January 14, 2014 |  |                 | 227,400,400 | 
|New issuance to RPM  January 31, 2014                     |  |                 | 125,000,000 | 
|Total                                                      |  |                 | 554,288,473 | 

Each common share carries one vote at all meetings of shareholders, participates rateably in any dividend
declared by the directors and carries the right to receive a proportionate share of the assets of the Company available for distribution to holders of common shares in the event of a liquidation, dissolution or winding-up of the Company. The holders
of common shares have no pre-emptive or conversion rights.

Preference shares

115,800 B2 Convertible preference shares (authorized and issued) of $0.1481 each and 111,600 B3 Convertible preference shares (authorized and
issued) of $0.1481 were issued during the year ended December 31, 2009.

On January 14, 2014, the B Preference Shares were
converted into Atlatsa common shares. Pursuant to the conversion of the B Preference Shares, RPM received 115.8 million common shares in the Company and Pelawan SPV received 111.6 million common shares in the Company. RPM, in turn, sold
its 115.8 million shares to Atlatsa Holdings to increase Atlatsa Holdings interest to 61.9%. Pelawan SPV transferred 168,291,303 common shares in Atlatsa, being all of their shareholdings in Atlatsa to Atlatsa Holdings on January 29,
2014 by way of a dividend in specie.



| | B. | Notice of Articles and Articles
| | -- | -------------------------------

Atlatsas Articles and Notice of Articles are filed with the British Columbia Registrar of Companies under Certificate of Incorporation
No. 262963. A copy of the Articles and Memorandum was filed with Atlatsas initial registration on Form 20-F filed in March 2000.

The Company was transitioned under the Business Corporations Act (British Columbia) (the BCA) on June 11, 2004, on
which date the Company altered its Notice of Articles (which replaced the Memorandum) to change its authorized share structure from 200,000,000 common shares without par value to an unlimited number of common shares without par value.

Objects and Purposes

Atlatsas
Articles do not specify objects or purposes. Under British Columbia law, a British Columbia company has all the legal powers of a natural person. British Columbia companies may not undertake certain limited business activities (for example,
operating as a trust company or railroad) without alterations to its form of articles and specific government consent.

Directors  Powers and
Limitations

Atlatsas Articles do not specify a maximum number of directors but do specify that the Company shall have a minimum
of three directors while the Company is a public company. The number of directors is determined annually by the shareholders at the annual general meeting of shareholders and all directors are elected at that time; there are no staggered
directorships. Under the Articles the directors are entitled between successive annual general meetings to appoint one or more additional directors but not more than one-third of the number of directors fixed pursuant to the Articles and in effect
at the last general meeting at which directors were elected. Directors automatically retire at each annual general meeting and such directors may be re-elected by the shareholders entitled to vote thereat.



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Under the Articles, a director who is, in any way, directly or indirectly interested in a
proposed contract or transaction with Atlatsa or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created which would conflict with his duty or interest as a director shall declare the
nature and extent of his interest in such contract or transaction. A director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he should vote his vote shall not be counted but he shall
be counted in the quorum present at the meeting. Similarly, under the BCA directors are obligated to abstain from voting to approve a contract or transaction in which they have a disclosable interest (generally contracts or transactions in which
they have a material interest) after fully disclosing such interest, otherwise they are liable to account to the Company for any profits that accrue to the directors as a result of such contract or transaction. Therefore, directors must abstain in
such circumstances both under the Articles and under the BCA. Directors compensation is not a matter on which they must abstain.

Directors must be of the age of majority (18), and meet eligibility criteria, including not being mentally infirm, not being an undischarged
bankrupt, and not having fraud related convictions in the previous five years. There is no mandatory retirement age either under Atlatsas Articles or under the BCA. Directors need not own any shares of Atlatsa in order to qualify as directors.

Directors borrowing powers are not restricted but the directors may not authorize Atlatsa to make a payment to purchase or redeem
its share if doing so would render it insolvent.

Rights of Common Shareholders

Dividends may be declared by the Board out of available assets and are paid ratably to holders of common shares. No dividend may be paid if
Atlatsa is, or would thereby become, insolvent.

Each Atlatsa share is entitled to one vote on matters to which common shares ordinarily
vote including the election of directors, appointment of auditors and approval of corporate changes and other matters requiring shareholder approval.

Atlatsa has no redeemable securities authorized or issued.

There are no pre-emptive rights applicable to Atlatsa which provide a right to any person to participate in offerings of Atlatsas
securities.

All common shares of Atlatsa participate ratably in any available assets in the event of a winding up or other liquidation.

Changes to Rights of Common Shareholders

Certain changes to the Articles and Notice of Articles of Atlatsa require a special resolution, being a resolution passed by not
less than 75% of the shares voted in person or by proxy at a duly convened shareholders meeting. Certain corporate changes, including amalgamation with another company, sale of substantially all of Atlatsas assets, and redomiciling out of the
jurisdiction of British Columbia, not only require such 75% approval but generally also give rise to a dissent right, which is the right to be paid an agreed amount for a shareholders shares if the required special resolution is actually
passed and Atlatsa elects to proceed with the matter notwithstanding receipt of dissent notices. A notice of a shareholders meeting at which such an action is intended to be effected must include a statement advising of the dissent right. Dissent
provisions are governed by the BCA and not by the Articles of the Company.

Shareholders Meetings

Shareholders meetings are only peripherally governed by the Articles of the Company, with most shareholder protections contained in the
Securities Act (British Columbia) and the BCA. The Articles provide that Atlatsa will hold an annual general meeting once in every calendar year and not more than 13 months since the last meeting and provide for certain procedural matters and
rules of order with respect to conduct of the meeting. The Securities Act (British Columbia) and the BCA superimpose requirements that generally provide that shareholders meetings require advance notification within prescribed times and which
govern the content and timing of mailing to shareholders of information circulars and proxies, as well as other matters typically governed by securities legislation. This legislation specifies the disclosure requirements for various corporate
actions, background information on the nominees for election of directors, executive compensation paid in the previous year and full details of any unusual meeting matters. Generally, registered shareholders of Atlatsa as of the record date set in
respect of a shareholders meeting are entitled to vote at the meeting and any adjournment thereof.



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No Limitation on Foreign Ownership

There are no limitations under Atlatsas Articles or in the BCA on the right of persons who are not citizens of Canada to hold or vote
common shares. (Refer to also ITEM 10D  Exchange Controls, below.)

Change in Control

Atlatsa has not implemented any shareholders rights or other poison pill protection against possible take-over. Atlatsa does
not have any agreements which are triggered by a take-over or other change of control. There are no provisions in its Articles triggered by or affected by a change in outstanding shares which gives rise to a change in control.

Share Ownership Reporting

The Articles
of Atlatsa do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to Atlatsas shareholders. There are no requirements under British Columbia corporate law to report
ownership of shares of Atlatsa but the Securities Act (British Columbia) requires disclosure of trading by insiders (including holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders (generally those in excess
of 20% of outstanding shares) must provide seven days advance notice of share sales.



| | C. | Material Contracts
| | -- | ------------------

Except for contracts entered into in the ordinary course of business, the material contracts entered into by Atlatsa in the two fiscal years
immediately preceding this Annual Report are the following:

1. Amended and Restated Transaction Framework Agreement between Atlatsa
Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV
Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated December 12, 2013;

2. Amendment Agreement among Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau
Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the
Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated May 28, 2013;

3. Amended and Restated Sale of Assets Agreement between Rustenburg Platinum Mines Limited and Boikgantsho Platinum Mine Proprietary Limited
dated November 15, 2013;

4. Amended and Restated Sale of a Portion of a Mining Right Agreement between RPM and Ga-Phasha Platinum
Mine Proprietary Limited dated November 15, 2013;

5. Amended and Restated Global Intercreditor Agreement among Atlatsa, Plateau
Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Tumelo Motsisi and Ansa Chris Harold Motaung dated
March 27, 2013;

6. Amended and Restated Holdco Shareholders Agreement between Plateau Resources Proprietary Limited,
Rustenburg Platinum Mines Limited and Bokoni Platinum Holdings Proprietary Limited dated March 27, 2013;

7. Implementation Agreement
between Atlatsa Resources Corporation, Camipath Proprietary Limited, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine
Proprietary Limited, Ga-Phasha Platinum Mine Proprietary Limited, Boikgantsho Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Investments Proprietary Limited, the Trustees for
the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated March 27, 2013;

8. RPM
Funding Common Terms Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Atlatsa Resources Corporation and certain others dated March 27, 2013;



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9. Amended and Restated Subscription Agreement between Rustenburg Platinum Mines Limited, Plateau
Resources Proprietary Limited and Atlatsa Resources Corporation dated November 15, 2013;

10. Senior Term Loan and Revolving
Facilities Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited and Micawber 603 (RF) Proprietary Limited dated March 27, 2013;

11. Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau
Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust
and the trustees for the time being of the Pelawan Dividend Trust dated December 12, 2013;

12. Working Capital Facility Agreement
between Rustenburg Platinum Mines Limited and Plateau Resources Proprietary Limited dated March 27, 2013; and

13. Amendment and
Interim Implementation Agreement between Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum
Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan
Dividend Trust dated September 26, 2012.



| | D. | Exchange Controls
| | -- | -----------------

Atlatsa is a corporation registered in Province of British Columbia, Canada. There is no law or governmental decree or regulation in Canada
that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements. Any such remittances to United States residents
are generally subject to withholding tax. (Refer to ITEM 10E  Taxation, below).

There is no limitation
imposed by the laws of Canada or by the charter or other constituent documents of Atlatsa on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act (Canada) (the Investment
Act). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of common shares. It is general only, it is not a substitute for independent
advice from an investors own advisor, and it does not anticipate statutory or regulatory amendments. Atlatsa does not believe the Investment Act will have any effect on it or on its non-Canadian shareholders due to a number of factors,
including the nature of its operations and Atlatsas relatively small capitalization.

The Investment Act generally prohibits
implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an entity) that is not a Canadian as defined in the Investment Act (a
non-Canadian), unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a
proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling. An investment in the common shares by a non-Canadian other than a WTO Investor (as that term is defined in the Investment Act
and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when Atlatsa was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was
an investment to acquire control of Atlatsa and the value of the assets of Atlatsa, as determined in accordance with the regulations promulgate one third under the Investment Act, was $5 million or more, or if an order for review was made by the
federal cabinet on the grounds that the investment related to Canadas cultural heritage or national identity, regardless of the value of the assets of Atlatsa. An investment in the common shares by a WTO Investor, or by a non-Canadian when
Atlatsa was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of Atlatsa and the value of the assets of Atlatsa, as determined in accordance with the regulations promulgated
under the Investment Act, was not less than a specified amount, which for 2008 is CAD 295 million. A non-Canadian would acquire control of Atlatsa for the purposes of the Investment Act if the non-Canadian acquired a majority of the
common shares. The acquisition of less than a majority but one third or more of the common shares would be presumed to be an acquisition of control of Atlatsa unless it could be established that, on the acquisition, Atlatsa was not controlled in
fact by the acquirer through the ownership of the common shares.

The foregoing assumes Atlatsa will not engage in the production of
uranium or own an interest in a producing uranium property in Canada, provide any financial service or transportation service or engage in a cultural business, as the rules governing these businesses are different.

Certain transactions relating to the common shares would be exempt from the Investment Act, including



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|(a) | an acquisition of the common shares by a person in the ordinary course of that persons business as a trader or dealer in securities,
|--- | -------------------------------------------------------------------------------------------------------------------------------------



|(b) | an acquisition of control of Atlatsa in connection with the realization of security granted for a loan or other financial assistance and not for a
purpose related to the provisions of the Investment Act, and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | an acquisition of control of Atlatsa by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate
direct or indirect control in fact of Atlatsa, through the ownership of the common shares, remained unchanged.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | E. | Taxation
| | -- | --------

Material
Canadian Federal Income Tax Consequences for United States Residents

The following, in managements understanding, summarizes the
principal Canadian federal income tax consequences generally applicable to the holding and disposition of common shares by a holder (in this summary, a U.S. Holder) who, at all relevant times, (a) for the purposes of the Income
Tax Act (Canada) (the Tax Act), is not resident in Canada, deals at arms length with Atlatsa, holds the common shares as capital property and does not use or hold the common shares in the course of carrying on, or otherwise in
connection with, a business in Canada, and (b) for the purposes of the Canada-United States Tax Convention, 1980 (the Treaty), is a resident solely of the United States, has never been a resident of Canada, and has not held or used
(and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada. This summary does not apply to traders or dealers in securities, persons who acquired their common shares in a transaction considered for
purposes of the Tax Act to be an adventure or concern in the nature of trade, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any
other U.S. Holder to which special considerations apply.

This summary is based on the current provisions of the Tax Act including all
regulations there under, the Treaty, all proposed amendments to the Tax Act, the regulations and the Treaty publicly announced by or on behalf of the Minister of Finance to the date hereof, and the current published administrative practices of the
Canada Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant change in any governing law or administrative practice, although no assurances can be given in
these respects. This summary does not take into account provincial, U.S., state or other foreign income tax law or practice. The tax consequences to any particular U.S. Holder will vary according to the status of that holder as an individual, trust,
corporation or other entity, the jurisdictions in which that holder is subject to taxation, and generally according to that holders particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice
to any particular U.S. Holder. U.S. Holders should consult with their own tax advisors for advice with respect to their own particular circumstances.

Dividends

Dividends paid or
credited or deemed to be paid or credited to a U.S. Holder by Atlatsa will normally be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder that is entitled to full benefits under the
Treaty and that beneficially owns such dividends is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of Atlatsas voting shares). Atlatsa will be required
to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government for the U.S. Holders account.

Disposition

A U.S. Holder is not
subject to tax under the Tax Act in respect of a gain realized on the disposition of a Common Share (other than to Atlatsa) provided that the share is not taxable Canadian property to the holder thereof. If the common shares are listed
on a designated stock exchange, which currently includes the American Stock Exchange, a Common Share generally will not be taxable Canadian property to a U.S. Holder if, at any time during the 60 months preceding the disposition, the U.S. Holder or
persons with whom the U.S. Holder did not deal at arms length alone or together owned 25% or more of Atlatsas issued shares of any class or series and more than 50% of the fair market value of the Common Share was derived directly or
indirectly from one or any combination of: (i) real or immovable property situated in Canada; (ii) Canadian resource properties (as defined in the Tax Act); (iii) timber resource properties (as defined in the Tax Act); or
(iv) options in respect of, interests in or rights in the properties described in (i) to (iii) above.

A U.S. Holder whose
common shares do constitute taxable Canadian property, and who might therefore be liable for Canadian income tax under the Tax Act on a disposition or deemed disposition of such shares, will generally be relieved from such liability under the Treaty
(assuming the U.S. Holder is entitled to full benefits under the Treaty) unless the value of the shares of the Company at the time of disposition is derived principally from real property situated in Canada within the meaning of the



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Treaty. Management of Atlatsa believes that the value of Atlatsas common shares is not currently derived principally from real property situated in Canada. U.S. Holders whose common shares
are taxable Canadian property should consult their own advisors regarding filing and other Canadian federal tax considerations.

Material U.S. Federal
Income Tax Considerations

The following discussion summarizes the anticipated material U.S. federal income tax consequences of the
acquisition, ownership and disposition of the common shares. It applies only to U.S. Holders (as defined below) that acquire and hold the common shares as capital assets (generally, property held for investment purposes). This discussion does not
address all the U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or to holders subject to special rules, including brokers, dealers in securities or currencies, traders in
securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations (including private foundations), insurance companies, banks, thrifts and other financial institutions, real estate investment
trusts, regulated investment companies, persons liable for the alternative minimum tax, persons that hold an interest in an entity that holds the common shares, persons that own, or have owned, directly, indirectly or constructively 10% or more (by
vote or value) of Atlatsas voting shares for U.S. federal income tax purposes, persons holding the common shares as part of a hedging transaction, wash sale, straddle, conversion transaction or other integrated transaction for U.S. federal
income tax purposes, persons entering into a constructive sale with respect to the common shares for U.S. federal income tax purposes, persons that have a functional currency for U.S. federal income tax purposes other than the U.S.
dollar, certain former citizens or long-term residents of the United States, or entities classified as partnerships for U.S. federal income tax purposes. Furthermore, it does not address any aspect of any non-U.S., state, local or estate or gift
taxation or the 3.8% tax imposed on certain net investment income.

This discussion is based on the Internal Revenue Code of 1986, as
amended (the Code), administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury regulations, in each case as in effect on the date hereof, and any of which are subject to change (possibly on a
retroactive basis), or differing interpretations, so as to result in U.S. federal income tax consequences different from those discussed herein.

U.S.
Holders should consult their tax advisers regarding the application of the U.S. federal income tax, estate and gift, and alternative minimum tax laws, as well as any consequences arising under the laws of any non-U.S., state and local tax
jurisdiction.

For purposes of this discussion, a U.S. Holder is a beneficial owner of the common shares that, for U.S.
federal income tax purposes, is (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States or any political
subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if the trust validly elects to be treated as a U.S. person for U.S. federal income tax purposes,
or if (A) a court within the United States is able to exercise primary supervision over its administration and (B) one or more U.S. persons have the authority to control all of the substantial decisions of the trust.

If a partnership, or any other entity or arrangement that is treated as a partnership for U.S. federal tax income tax purposes, holds the
common shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and on the activities of the partnership. Partnerships that hold the common shares and partners in such
partnerships should consult their own tax advisers as to the particular U.S. federal income tax consequences of acquiring, owning and disposing of the common shares.

Distributions on common shares

In
general, subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of any distributions made to a U.S. Holder on the common shares (including amounts withheld to pay Canadian withholding taxes) will
constitute a dividend for U.S. federal income tax purposes to the extent paid out of Atlatsas current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A distribution in excess of Atlatsas current
and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holders adjusted basis in the common shares on which the distribution is paid and as a capital gain to the extent it exceeds that
basis.

A distribution on the common shares will generally be foreign-source income for U.S. foreign tax credit purposes, and should
generally constitute passive category income. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any Canadian withholding taxes imposed on dividends received on the
common shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign income tax withheld may instead deduct the taxes withheld, but only for a year in which the holder elects to do so for all creditable foreign income taxes. The
foreign tax credit rules are complex, and U.S. Holders are urged to consult their own tax advisers regarding the availability of the foreign tax credit based on their particular circumstances.

Provided that Atlatsa is not treated as a PFIC for the taxable years ending December 31, 2013 and 2014, Atlatsa should be considered a
qualified foreign corporation, and therefore distributions, if any, to non-corporate U.S. Holders that are treated as dividends should qualify for a reduced rate of tax for dividends received on or before December 31, 2014. As
discussed below, Atlatsa believes that it was not a PFIC for the 2013 taxable year but has not made a determination of its PFIC status for the



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2013 taxable year. If Atlatsa is a PFIC under the rules discussed below, distributions will be taxable at the higher ordinary income tax rates. Dividends on common shares will not be eligible for
the dividends received deduction generally available to U.S. Holders that are corporations.

The amount of any dividend paid to U.S.
Holders in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will be includible in income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the
dividend is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency exchange gain or loss in respect of the dividend income. A
U.S. Holder may have foreign currency exchange gain or loss if the dividend is converted into U.S. dollars after the date of receipt. In general, foreign currency exchange gain or loss will be treated as U.S.-source ordinary gain or loss for foreign
tax credit purposes.

Sale, Redemption, or other Taxable Disposition of common shares

In general, a U.S. Holder will recognize gain or loss upon the sale, redemption, or other taxable disposition of the common shares equal to the
difference between the amount realized and the U.S. Holders adjusted tax basis in its common shares. Gain or loss recognized by a U.S. Holder will generally be treated as U.S.-source gain or loss. Subject to the PFIC rules discussed below,
gain or loss on the disposition of common shares will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder held the common shares for more than one year. An individual U.S. Holder may be entitled to preferential
rates of taxation for net long-term capital gains; the deductibility of capital losses is limited under the Code.

Passive Foreign Investment
Company Rules

A non-U.S. corporation will be considered a PFIC for any taxable year in which (1) 75% or more of its gross
income is passive income under the PFIC rules or (2) 50% or more of the average quarterly value of its assets produce (or are held for the production of) passive income. For this purpose, passive income
generally includes interest, dividends, rents, royalties, certain gains from the sale of commodities and certain gains. Interest, dividends, rents and royalties received from a related person (within the meaning of the PFIC rules) are excluded from
passive income to the extent such payments are properly allocable to the active income of such related person. Moreover, for purposes of determining if the non-U.S. corporation is a PFIC, if the non-U.S. corporation owns, directly or indirectly, at
least 25%, by value, of the shares of another corporation, it will be treated as if it holds directly its proportionate share of the assets and receives directly its proportionate share of the income of such other corporation. If a corporation is
treated as a PFIC with respect to a U.S. Holder for any taxable year, the corporation will continue to be treated as a PFIC with respect to that U.S. Holder in all succeeding taxable years, regardless of whether the corporation continues to meet the
PFIC requirements in such years, unless certain elections are made.

The determination as to whether a non-U.S. corporation is a PFIC is
based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of the income, expenses and assets of the non-U.S. corporation from time to time
and the nature of the activities performed by its officers and employees. Based on the expected composition of Atlatsas assets and income, and the way it operates its business, Atlatsa believes that it was not a PFIC for 2013 and has not made
a determination of its PFIC status for the 2014 taxable year or any future taxable year. Atlatsas actual PFIC status for any taxable year is uncertain and cannot be determined until after the end of such taxable year.

If Atlatsa is classified as a PFIC, a U.S. Holder that does not make any of the elections described below would be required to report any gain
on the disposition of any common shares as ordinary income, rather than as capital gain, and to compute the tax liability on the gain and any Excess Distribution (as defined below) received in respect of the common shares as if such
items had been earned ratably over each day in the U.S. Holders holding period (or a portion thereof) for the common shares. The amounts allocated to the taxable year during which the gain is realized or distribution is made, and to any
taxable years in such U.S. Holders holding period that are before the first taxable year in which Atlatsa is treated as a PFIC with respect to the U.S. Holder, would be included in the U.S. Holders gross income as ordinary income for the
taxable year of the gain or distribution. The amount allocated to each other taxable year would be taxed as ordinary income at the highest tax rate in effect for the U.S. Holder in that other taxable year and would be subject to an interest charge
as if the income tax liabilities had been due with respect to each such prior year. For purposes of these rules, gifts, exchanges pursuant to corporate reorganizations and use of the common shares as security for a loan may be treated as a taxable
disposition of the common shares. An Excess Distribution is the amount by which distributions during a taxable year in respect of a Common Share exceed 125% of the average amount of distributions in respect thereof during the three
preceding taxable years (or, if shorter, the U.S. Holders holding period for the common shares).

Certain additional adverse tax
rules will apply to a U.S. Holder for any taxable year in which Atlatsa is treated as a PFIC with respect to such U.S. Holder and any subsidiary of Atlatsa is also treated as a PFIC (a Subsidiary PFIC). In such a case, the U.S. Holder
will generally be deemed to own its proportionate interest (by value) in any Subsidiary PFIC and be subject to the PFIC rules described above with respect to the Subsidiary PFIC regardless of such U.S. Holders percentage ownership in Atlatsa.

The adverse tax consequences described above may be mitigated if a U.S. Holder makes a timely qualified electing fund
election (a QEF election) with respect to its interest in the PFIC. Consequently, if Atlatsa were to be classified as a PFIC, it would likely be advantageous for a U.S. Holder to elect to treat Atlatsa as a qualified electing
fund (a QEF) with respect to such U.S. Holder in the first year in which it holds the common shares. If a U.S. Holder makes a timely QEF election with



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respect to Atlatsa, the electing U.S. Holder would be required in each taxable year to include in gross income (i) as ordinary income, the U.S. Holders pro rata share of the ordinary
earnings of Atlatsa and (ii) as capital gain, the U.S. Holders pro rata share of the net capital gain (if any) of Atlatsa, whether or not the ordinary earnings or net capital gain are distributed. An electing U.S. Holders basis in
the common shares will be increased to reflect the amount of any taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the common shares and will not be taxed
again as distributions to the U.S. Holder.

A QEF election made with respect to Atlatsa will not apply to any Subsidiary PFIC; a QEF
election must be made separately for each Subsidiary PFIC (in which case the treatment described above would apply to such Subsidiary PFIC). If a U.S. Holder makes a timely QEF election with respect to a Subsidiary PFIC, it would be required in each
taxable year to include in gross income its pro rata share of the ordinary earnings and net capital gain of such Subsidiary PFIC, but may not receive a distribution of such income. Such a U.S. Holder may, subject to certain limitations, elect to
defer payment of current U.S. federal income tax on such amounts, subject to an interest charge (which would not be deductible if the U.S. Holder were an individual).

For any taxable year in which it determines that it is a PFIC, Atlatsa intends to make available to U.S. Holders, upon request and in
accordance with applicable procedures, a PFIC Annual Information Statement with respect to Atlatsa and any subsidiary that Atlatsa has determined is likely a PFIC and in which Atlatsa owns, directly or indirectly, greater than 50% of
such subsidiarys total aggregate voting power. The PFIC Annual Information Statement may be used by U.S. Holders for purposes of complying with the reporting requirements applicable to a QEF election with respect to Atlatsa and any
such Subsidiary PFIC. Atlatsa will make available the annual information statement in such a case.

Alternatively, if Atlatsa were to be
classified as a PFIC, a U.S. Holder could also avoid certain of the rules described above by making a mark-to-market election (instead of a QEF election), provided the common shares are treated as regularly traded on a qualified exchange or other
market within the meaning of the applicable Treasury regulations. However, a U.S. Holder will not be permitted to make a mark-to-market election with respect to a Subsidiary PFIC. U.S. Holders should consult their tax own advisers regarding the
potential availability and consequences of a mark-to-market election.

During any taxable year in which Atlatsa or any Subsidiary PFIC is
treated as a PFIC with respect to a U.S. Holder that U.S. Holder must file U.S. Internal Revenue Service (IRS) Form 8621. Legislation enacted in 2010 creates an additional annual filing requirement for U.S. persons who are shareholders
in a PFIC. U.S. Holders should consult their tax own advisers concerning annual filing requirements.

Information Reporting and Backup Withholding
Requirement

In general, information reporting requirements will apply to payments of dividends, as well as on proceeds from the
sale, redemption or other taxable disposition of the common shares paid within the U.S. (and in certain cases, outside the U.S.) to U.S. Holders other than certain exempt recipients (such as corporations). In addition, backup withholding may apply
to such amounts if a U.S. Holder fails to furnish a correct Taxpayer Identification Number on IRS Form W-9 (or substitute IRS Form W-9) or otherwise fails to comply with applicable requirements. Amounts withheld under the backup withholding rules
are not an additional tax and may be refunded or credited against the U.S. Holders U.S. federal income tax liability, provided that certain required information is furnished to the IRS in a timely manner.

Certain U.S. Holders are required to report information relating to an interest in the common shares, subject to exceptions (including an
exception for common shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with its tax return for each year in which it held an interest in the
common shares. U.S. Holders should consult their tax own advisers regarding information reporting requirements relating to their ownership of the common shares.



| | F. | Dividends and Paying Agents
| | -- | ---------------------------

Not applicable.



| | G. | Statement by Experts
| | -- | --------------------

Not
applicable.



| | H. | Documents on Display
| | -- | --------------------

Exhibits attached to this Annual Report are also available for viewing at the offices of Atlatsa, 4th Floor  82 Grayston Drive, Off
Esterhuysen Lane, Sandton, South Africa 2146, telephone: +27 11 883 0831, facsimile: +27 11 883 0836. Copies of Atlatsas financial statements, management discussion and analysis, and other continuous disclosure documents required under the
Securities Act (British Columbia) are available for viewing on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Additional information, including directors and officers remuneration and indebtedness, principal holders of
Atlatsas securities and securities authorized for issuance under the Companys Stock Option Plan, is contained in Atlatsas information circular for its most recent annual meeting of security holders that involved the election of
directors.



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| | I. | Subsidiary Information
| | -- | ----------------------

Atlatsa has two subsidiary companies incorporated in the Cayman Islands and one incorporated in South Africa. The articles of these companies
do not have unusual provisions which would adversely affect Atlatsas ability to exercise control over them as their parent company.



| | J. | Registrar and Transfer Agent
| | -- | ----------------------------

Computershare Trust Company of Canada (100 University Avenue, 9th Floor, Toronto, Ontario,
M5J 2Y1) and Computershare Investor Services (Pty) Limited. (Ground Floor, 70 Marshall Street, Johannesburg, 2001) are the co-transfer agents and co-registrars for the common shares of Atlatsa.



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|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

The Company is exposed to
various market risks associated with its underlying assets, liabilities and anticipated transactions. The Company continuously monitors these exposures and enters into derivative financial instruments to reduce these risks. The Company does not
enter into derivative transactions on a speculative basis. All fair values have been determined using current market pricing models. Refer to ITEM 18 Financial Statements  Note 4.4(iii)  Derivative financial instruments,
including hedge accounting of the audited annual financial statements for Fiscal 2013 for an overview of the Companys derivative financial instruments.

The principal market risks (i.e. the risk of losses arising from adverse movements in market rates and prices) to which the Company is exposed
are:



| |  |  | credit risk (if customer or counterparty fails to meet its contractual obligations);
| | - |  | ------------------------------------------------------------------------------------



| |  |  | liquidity risk (whether the Company is able to meet its obligations when they fall due  also refer to note 2 in the audited annual financial
statements for Fiscal 2013);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interest rate risk (on debt and cash deposits);
| | - |  | -----------------------------------------------



| |  |  | foreign currency risk (foreign exchange rates applicable on conversion of foreign currency transactions as well as on conversion of assets and
liabilities to ZAR);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | commodity price risk (mainly 4E Group metals); and
| | - |  | --------------------------------------------------



| |  |  | Capital risk management
| | - |  | -----------------------

Refer to ITEM 18 "Financial StatementsNote 6 Financial risk managementof the audited annual financial
statements for Fiscal 2013 for a qualitative and quantitative discussion of the Companys exposure to these market risks.



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|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|------- | ------------------------------------------------------

Not applicable.



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PART II



|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|------- | -----------------------------------------------



|A. | Indebtedness
|-- | ------------

There has been no material default in the payment or interest on the Companys outstanding indebtedness since the date of filing of its
last annual report on Form 20-F.



|B. | Dividends
|-- | ---------

Not applicable.



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|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|------- | ----------------------------------------------------------------------------



|A. | There have been no material modifications to the instruments defining the rights of holders of any class of registered securities since the date of
filing of the Companys last annual report on Form 20-F.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | Not applicable.
|-- | ---------------



|C. | Not applicable.
|-- | ---------------



|D. | Not applicable.
|-- | ---------------



|E. | Not applicable.
|-- | ---------------



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|ITEM 15 | CONTROLS AND PROCEDURES
|------- | -----------------------



| | (a) | Disclosure controls and procedures
| | --- | ----------------------------------

The Companys Chief Executive Officer and Chief Financial Officer, based on their evaluation of the effectiveness of the
Companys disclosure controls and procedures (required by paragraph (b) of 17 CFR 240.13a-15) as of the end of the period (January 1, to December 31, 2013) covered by this annual report on Form 20-F, have concluded that, as of such
date, the Companys disclosure controls and procedures were effective.

Refer to Section 1.21 Internal
Controls over Financial Reporting  Disclosure Controls and Procedures in the Management Discussion and Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014).



| | (b) | Managements annual report on internal control over financial reporting
| | --- | -----------------------------------------------------------------------

Refer to Section 1.21 Internal Controls over Financial Reporting in the Management Discussion and
Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014).



| | (c) | The effectiveness of internal control over financial reporting as of December 31, 2013 was audited by KPMG Inc., independent registered public
accounting firm, as stated in their report on page 126 of this Annual Report.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Changes in internal control over financial reporting
| | --- | ----------------------------------------------------

No changes in internal control over financial reporting occurred during the period covered by this Annual Report that have
materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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|ITEM 16 | 
|------- | 



|ITEM 16.A. | Audit and Risk Committee Financial Expert
|---------- | -----------------------------------------

Composition of the Audit Committee

The current members of the Audit and Risk Committee are Anu Dhir, Fikile De Buck and Patrick Cooke. Wayne Kirk resigned from the Audit and Risk
Committee as of January 31, 2012. Patrick Cooke was appointed as a member of the Audit and Risk Committee as from February 1, 2012. All of the members of the Audit Committee are independent (as such term is defined in Rule 10A-3 under the
Exchange Act) and all members are considered to be financially literate. Ms. De Buck is a Chartered Certified Accountant and Mr. Cooke is a Chartered Accountant, hence both are considered to be financial experts in terms of the
requirement for the composition of Audit Committees.

Rizelle Sampson was appointed on March 27, 2014 to replace Patrick Cooke after
he resigned on February 26, 2014. National Instrument 52-110 on Audit Committees Section 3.5 provides that where the resignation of an audit committee member results in a vacancy, a director appointed to fill that vacancy is exempt from
the independence and financial literacy requirements until the later of: (1) the next annual meeting of the issuer, and (2) the date that is six months from the date of the resignation creating the vacancy.

Relevant Education and Experience

Disclosure respecting the education and experience of the Audit Committee is provided in their biographies above. As a result of their
education and experience, each member of the Audit Committee has familiarity with, an understanding of, or experience in:



| |  |  | the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those
principles in connection with estimates, accruals and reserves;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to
the breadth and complexity of issues that can reasonably be expected to be raised by the Companys financial statements; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an understanding of internal controls and procedures for financial reporting. Ms. De Buck is a Fellow of the Association of Chartered
Certified Accountants FCCA (UK) and Mr. Cooke is a Chartered Accountant of South Africa CA (SA). Ms. Dhir has extensive experience in international business, operations and legal affairs in private equity and publicly-held companies in the
mining, oil and gas, and technology sectors.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 16.B. | Code of Ethics
|---------- | --------------

The Company has adopted a Code of Ethics that applies to the
Companys CEO, the CFO, other members of senior management and to employees and consultants generally which is included in the corporate governance policies and procedures manual amended by the Board of the Company in January 1, 2010 (the
Code of Ethics). As adopted, the Companys Code of Ethics sets forth standards that are designed, among other things, to prevent wrongdoing and to promote:



| |  |  | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in
other public communications made by the Company;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | compliance with applicable governmental laws, rules and regulations;
| | - |  | --------------------------------------------------------------------



| |  |  | the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | accountability for adherence to the Code of Ethics.
| | - |  | ---------------------------------------------------

If any person becomes aware of a breach, or suspected breach, of the Code of Ethics, that person must report it immediately to his or her
manager and the Companys corporate secretary for action. If this is inappropriate or uncomfortable for the individual, the breach, or suspected breach, should be reported to another member of the senior management team and the corporate
secretary for action. The Code of Ethics forms part of the conditions of employment for every one of the Companys employees and officers, and also applies to its directors and contractors. Failure to comply with the Code of Ethics can result
in disciplinary action including, where appropriate, dismissal.



|ITEM 16.C. | Principal Accountant Fees and Services
|---------- | --------------------------------------

The Companys auditors, KPMG Inc., are an
independent registered public accounting firm.



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Pre-Approval Policies and Procedures

The Company has procedures for the review and pre-approval of any services performed by its auditors. The procedures require that all proposed
engagements of its auditors for audit and non-audit services be submitted to the Audit Committee for approval prior to the beginning of any such services. The Audit Committee considers such requests and, if acceptable to a majority of the Audit
Committee members, pre-approves such audit and non-audit services by a resolution authorizing management to engage the Companys auditors for such audit and non-audit services, with set maximum monetary amounts for each itemized service. During
such deliberations, the Audit Committee assesses, among other factors, whether the services requested would be considered prohibited services as contemplated by the regulations of the SEC, and whether the services requested and the fees
related to such services could impair the independence of the auditors.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the audit and non-audit services provided by KPMG to the Company to ensure auditor
independence. Fees incurred with KPMG for audit and non-audit services in the last two fiscal years are outlined in the following table.



|                       |  |                            |         |  |                                  |  |     |                            |  |  |                                  |  |  |  |     | 
|---------------------- |  | -------------------------- | ------- |  | -------------------------------- |  | --- | -------------------------- |  |  | -------------------------------- |  |  |  | --- | 
|Services:              |  | Year endedDecember 31 2013 |         |  | % Pre-approved byAudit Committee |  |     | Year endedDecember 31 2012 |  |  | % Pre-approved byAudit Committee | 
|Audit Fees (1)         |  |                            | 426,031 |  |                                  |  | 100 |                            |  |  | 514,905                          |  |  |  | 100 | 
|Audit-Related Fees (2) |  |                            | 23,217  |  |                                  |  | 100 |                            |  |  |                                 |  |  |  | 100 | 
|Tax fees (3)           |  |                            | 17,441  |  |                                  |  | 100 |                            |  |  | 7,320                            |  |  |  | 100 | 
|All Other (4)          |  |                            | 98,975  |  |                                  |  | 100 |                            |  |  | 189,815                          |  |  |  | 100 | 
|                       |  |                            |         |  |                                  |  |     |                            |  |  |                                  |  |  |  |     | 
|                       |  |                            | 565,664 |  |                                  |  | 100 |                            |  |  | 712,041                          |  |  |  | 100 | 
|                       |  |                            |         |  |                                  |  |     |                            |  |  |                                  |  |  |  |     | 

Note:



|(1) | Audit fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the
Companys external auditor reasonably can provide, and include audits, interim reviews, comfort letters and consents, other attest services related to the audit or regulatory filings, and services associated with the filing of documents with
regulatory authorities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of the Companys financial statements or that are traditionally performed by the external auditor, and include consultations related to financial accounting and reporting matters and standards, and other periodic reports.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees consist of fees billed for professional services rendered for tax compliance (including income and royalty tax payable), tax advice and
tax planning.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | This specifically relates to KPMG Tax services that were obtained in relation to the Restructure Plan, assistance with a query in relation to the
Companys share based schemes to the South African Receiver of Revenue, and other minor consulting.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 16.D. | Exemptions from Listing Standards for Audit Committees
|---------- | ------------------------------------------------------

Not applicable.



|ITEM 16.E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|---------- | ----------------------------------------------------------------------

None.



|ITEM 16.F. | Change in Registrants Certifying Accountant
|---------- | --------------------------------------------

Not applicable.



|ITEM 16.G. | Corporate Governance
|---------- | --------------------

The Companys corporate governance practices do not differ in
any significant way from those practices followed by domestic companies under the listing standards of the NYSE MKT. The Company has also not sought or received any waivers from the requirements of the NYSE MKT.



|ITEM 16.H. | Mine Safety Disclosure
|---------- | ----------------------

Not applicable



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|ITEM 17 | FINANCIAL STATEMENTS
|------- | --------------------

Not applicable  refer to ITEM 18.



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|ITEM 18 | FINANCIAL STATEMENTS
|------- | --------------------

The following attached financial statements are incorporated
herein:



| | 1. | Report of the Independent Registered Public Accounting Firm (KPMG Inc.) on the consolidated statements of financial position as at
December 31, 2013 and 2012 and the consolidated statements of comprehensive income, changes in equity, cash flows for the years ended December 31, 2013, 2012 and 2011 and the effectiveness of internal controls over financial reporting.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Consolidated statements of financial position as at December 31, 2013 and 2012.
| | -- | -------------------------------------------------------------------------------



| | 3. | Consolidated statements of comprehensive income for the years ended December 31, 2013, 2012 and 2011.
| | -- | -----------------------------------------------------------------------------------------------------



| | 4. | Consolidated statements of changes in equity for the years ended December 31, 2013, 2012 and 2011.
| | -- | --------------------------------------------------------------------------------------------------



| | 5. | Consolidated statements of cash flows for the years ended December 31, 2013, 2012 and 2011.
| | -- | -------------------------------------------------------------------------------------------



| | 6. | Notes to the consolidated financial statements for the years ended December 31, 2013, 2012 and 2011.
| | -- | ----------------------------------------------------------------------------------------------------



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ATLATSA RESOURCES CORPORATION

Consolidated Statement of Financial Position

As at 31 December 2013 and 2012

(Expressed in Canadian Dollars, unless otherwise stated)



|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|---------------------------------------------------------- |  | ---- | -- |  | ---- |  | ----------- | ---- |  |  | ------------ | -
|                                                           |  | Note |    |  | 2013 |  |             | 2012 | 
|Assets                                                     |  |      |    |  |      |  |             |      |  |  |              |  
|Non-current assets                                         |  |      |    |  |      |  |             |      |  |  |              |  
|                                                           |  |      |   
|Property, plant and equipment                              |  |      | 7  |  |      |  | 651,178,482 |      |  |  | 748,456,905  |  
|Capital work-in-progress                                   |  |      | 8  |  |      |  | 27,296,481  |      |  |  | 20,027,764   |  
|Other intangible assets                                    |  |      | 9  |  |      |  | 326,350     |      |  |  | 801,928      |  
|Mineral property interests                                 |  |      | 10 |  |      |  | 7,612,443   |      |  |  | 8,036,659    |  
|Goodwill                                                   |  |      | 11 |  |      |  | 8,845,940   |      |  |  | 10,234,394   |  
|Platinum Producers Environmental Trust                    |  |      | 12 |  |      |  | 3,292,979   |      |  |  | 3,250,760    |  
|Other non-current assets                                   |  |      |    |  |      |  | 540         |      |  |  | 231,425      |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total non-current assets                                   |  |      |    |  |      |  | 698,553,215 |      |  |  | 791,039,835  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Current assets                                             |  |      |    |  |      |  |             |      |  |  |              |  
|                                                           |  |      |   
|Assets held for sale                                       |  |      | 10 |  |      |  |            |      |  |  | 3,867,259    |  
|Inventories                                                |  |      | 13 |  |      |  | 373,698     |      |  |  | 769,447      |  
|Trade and other receivables                                |  |      | 14 |  |      |  | 33,782,099  |      |  |  | 3,272,400    |  
|Cash and cash equivalents                                  |  |      | 15 |  |      |  | 40,655,103  |      |  |  | 14,580,886   |  
|Restricted cash                                            |  |      | 16 |  |      |  | 265,293     |      |  |  | 535,502      |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total current assets                                       |  |      |    |  |      |  | 75,076,193  |      |  |  | 23,025,494   |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total assets                                               |  |      |    |  |      |  | 773,629,408 |      |  |  | 814,065,329  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Equity and Liabilities                                     |  |      |    |  |      |  |             |      |  |  |              |  
|                                                           |  |      |   
|Equity                                                     |  |      |    |  |      |  |             |      |  |  |              |  
|                                                           |  |      |   
|Share capital                                              |  |      | 17 |  |      |  | 71,967,083  |      |  |  | 71,967,083   |  
|Treasury shares                                            |  |      | 17 |  |      |  | (4,991,726  | )    |  |  | (4,991,726   | )
|Convertible preference shares                              |  |      | 17 |  |      |  | 162,910,000 |      |  |  | 162,910,000  |  
|Foreign currency translation reserve                       |  |      |    |  |      |  | (10,119,860 | )    |  |  | (9,797,657   | )
|Share-based payment reserve                                |  |      |    |  |      |  | 25,794,650  |      |  |  | 25,285,851   |  
|Accumulated loss                                           |  |      |    |  |      |  | (64,673,717 | )    |  |  | (264,166,155 | )
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total equity attributable to equity holders of the Company |  |      |    |  |      |  | 180,886,430 |      |  |  | (18,792,604  | )
|                                                           |  |      |   
|Non-controlling interest                                   |  |      |    |  |      |  | 198,227,542 |      |  |  | 224,049,827  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total equity                                               |  |      |    |  |      |  | 379,113,972 |      |  |  | 205,257,223  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Liabilities                                                |  |      |    |  |      |  |             |      |  |  |              |  
|                                                           |  |      |   
|Non-current liabilities                                    |  |      |    |  |      |  |             |      |  |  |              |  
|Loans and borrowings                                       |  |      | 18 |  |      |  | 110,320,221 |      |  |  | 434,968,189  |  
|Deferred taxation                                          |  |      | 19 |  |      |  | 124,519,382 |      |  |  | 142,341,072  |  
|Provisions                                                 |  |      | 20 |  |      |  | 11,100,511  |      |  |  | 9,786,479    |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total non-current liabilities                              |  |      |    |  |      |  | 245,940,114 |      |  |  | 587,095,740  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Current liabilities                                        |  |      |    |  |      |  |             |      |  |  |              |  
|                                                           |  |      |   
|Trade and other payables                                   |  |      | 21 |  |      |  | 71,878,955  |      |  |  | 20,888,635   |  
|Short-term portion of loans and borrowings                 |  |      | 18 |  |      |  | 76,696,367  |      |  |  | 823,731      |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total current liabilities                                  |  |      |    |  |      |  | 148,575,322 |      |  |  | 21,712,366   |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total liabilities                                          |  |      |    |  |      |  | 394,515,436 |      |  |  | 608,808,106  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  
|Total equity and liabilities                               |  |      |    |  |      |  | 773,629,408 |      |  |  | 814,065,329  |  
|                                                           |  |      |    |  |      |  |             |      |  |  |              |  

The accompanying notes are an integral part of these consolidated financial statements.

Approved by the Board of Directors on 31 March 2014



|                          |  |                          
|------------------------- |  | -------------------------
|/s/ Harold Motaung        |  | /s/ Fikile De Buck       
|Harold Motaung (Director) |  | Fikile De Buck (Director)



123



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##### Table of Contents

ATLATSA RESOURCES CORPORATION

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2013

(Expressed in Canadian Dollars, unless otherwise stated)



|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|------------------------------------------------------------------------------------------------ |  | ---- | -- |  | ---- |  | ---------------- | ---- |  |  | ---------------- | --- |  |  | ------------------ | ---
|                                                                                                 |  | Note |    |  | 2013 |  |                  | 2012 |  |  | 2011             |    
|Revenue                                                                                          |  |      | 22 |  |      |  | 195,621,452      |      |  |  | 117,557,331      |     |  |  | 144,406,716        |    
|Cost of sales                                                                                    |  |      | 23 |  |      |  | (233,776,296     | )    |  |  | (195,387,551     | )   |  |  | (209,966,805       | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Gross loss                                                                                       |  |      |    |  |      |  | (38,154,844      | )    |  |  | (77,830,220      | )   |  |  | (65,560,089        | )  
|                                                                                                 |  |      |    | 
|Administrative expenses                                                                          |  |      |    |  |      |  | (19,805,849      | )    |  |  | (14,589,526      | )   |  |  | (23,788,855        | )  
|Transaction costs                                                                                |  |      |    |  |      |  | (1,688,165       | )    |  |  | (822,621         | )   |  |  |                   |    
|Profit on sale of assets                                                                         |  |      | 35 |  |      |  | 171,113,397      |      |  |  |                 |     |  |  |                   |    
|Other income                                                                                     |  |      |    |  |      |  | 321,476          |      |  |  | 105,177          |     |  |  | 116,191            |    
|Fair value gain and AG8 adjustments on loans and borrowings                                      |  |      | 24 |  |      |  | 47,999,163       |      |  |  | 90,589,136       |     |  |  |                   |    
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Operating profit/(loss)                                                                          |  |      |    |  |      |  | 159,785,178      |      |  |  | (2,548,054       | )   |  |  | (89,232,753        | )  
|                                                                                                 |  |      |    | 
|Finance income                                                                                   |  |      | 25 |  |      |  | 330,591          |      |  |  | 382,262          |     |  |  | 745,590            |    
|Finance expense                                                                                  |  |      | 26 |  |      |  | (56,393,072      | )    |  |  | (82,837,200      | )   |  |  | (92,044,884        | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|                                                                                                 |  |      |    | 
|Net finance expense                                                                              |  |      |    |  |      |  | (56,062,481      | )    |  |  | (82,454,938      | )   |  |  | (91,299,294        | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Profit/(loss) before income tax                                                                  |  |      | 27 |  |      |  | 103,722,697      |      |  |  | (85,002,992      | )   |  |  | (180,532,047       | )  
|Income tax                                                                                       |  |      | 28 |  |      |  | (3,853,420       | )    |  |  | (10,563,878      | )   |  |  | 32,667,499         |    
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Profit/(loss) for the year                                                                       |  |      |    |  |      |  | 99,869,277       |      |  |  | (95,566,870      | )   |  |  | (147,864,548       | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Other comprehensive (loss)/income                                                                |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Items that will not be reclassified subsequently to profit and loss                              |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|                                                                                                 |  |      |    | 
|Foreign currency translation differences for foreign operations                                  |  |      |    |  |      |  | (27,068,629      | )    |  |  | 2,415,302        |     |  |  | (7,913,856         | )  
|                                                                                                 |  |      |    | 
|Items that will be reclassified subsequently to profit and loss when specific conditions are met |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|                                                                                                 |  |      |    | 
|Effective portion of changes in fair value of cash flow hedges                                   |  |      |    |  |      |  |                 |      |  |  |                 |     |  |  | 1,602,501          |    
|                                                                                                 |  |      |    | 
|Reclassification to profit or loss on settlement of cash flow hedge                              |  |      |    |  |      |  |                 |      |  |  |                 |     |  |  | 2,521,654          |    
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Other comprehensive (loss)/income for the year, net of income tax                                |  |      | 29 |  |      |  | (27,068,629      | )    |  |  | 2,415,302        |     |  |  | (3,789,701         | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Total comprehensive profit/(loss) for the year                                                   |  |      |    |  |      |  | 72,800,648       |      |  |  | (93,151,568      | )   |  |  | (151,654,249       | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Profit/(loss) attributable to:                                                                   |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|                                                                                                 |  |      |    | 
|Owners of the Company                                                                            |  |      |    |  |      |  | 199,492,438      |      |  |  | (18,717,839      | )   |  |  | (81,928,814        | )  
|Non-controlling interest                                                                         |  |      |    |  |      |  | (99,623,161      | )    |  |  | (76,849,031      | )   |  |  | (65,935,734        | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Profit/(loss) for the year                                                                       |  |      |    |  |      |  | 99,869,277       |      |  |  | (95,566,870      | )   |  |  | (147,864,548       | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Total comprehensive profit/(loss) attributable to:                                               |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|                                                                                                 |  |      |    | 
|Owners of the Company                                                                            |  |      |    |  |      |  | 198,879,308      |      |  |  | (17,236,373      | )   |  |  | (83,923,552        | )  
|Non-controlling interest                                                                         |  |      |    |  |      |  | (126,078,660     | )    |  |  | (75,915,195      | )   |  |  | (67,730,697        | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Total comprehensive profit/(loss) for the year                                                   |  |      |    |  |      |  | 72,800,648       |      |  |  | (93,151,568      | )   |  |  | (151,654,249       | )  
|                                                                                                 |  |      |    |  |      |  |                  |      |  |  |                  |     |  |  |                    |    
|Basic earnings per share
Diluted earnings per share                                              |  |      | 30 |  |      |  | 47 cents46 cents |      |  |  | (4 cents(4 cents | ) ) |  |  | (19 cents(19 cents | ) )

The accompanying notes are an integral part of these consolidated financial statements.



124



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##### Table of Contents

ATLATSA RESOURCES CORPORATION

Consolidated Statements of Changes in Equity

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------------------------------- |  | ----------- | --------------- |  |  | --------------------------- |  |  | --------------------------------- | ---------- | - | ------------------------- |  | ---------- | -------------- |  |  | ------------------------ |  |  | ----- | ----------- | - | ----------------------- |  | ---------- | ----------- |  |  | ---------- | - |  |  | ------------ | - |  |  | ----------- | - |  |  | ------------ | - |  |  | ------------ | -
|                                                                                                        |  |      |    |  | Attributable to equity holders of the Company |  |             |                 |  |  |                             | 
|                                                                                                        |  |      |    |  | Share capital                                 |  |             | Treasury shares |  |  | Convertiblepreferenceshares |  |  | Foreigncurrencytranslationreserve |            |   | Share-basedpaymentreserve |  |            | Hedgingreserve |  |  | Accumulatedprofit/(loss) |  |  | Total |             |   | Non-controllinginterest |  |            | Totalequity | 
|                                                                                                        |  | Note |    |  | Number ofshares                               |  |             | Amount          |  |  | Number ofshares             |  |  | Amount                            |            |   |                           |  |            |                |  |  |                         
|Balance at 1 January 2011                                                                               |  |      |    |  |                                               |  | 201,813,472 |                 |  |  | 71,852,588                  |  |  |                                   | (4,497,062 | ) |                           |  | (4,991,726 | )              |  |  | 162,910,000              |  |  |       | (5,197,843  | ) |                         |  | 22,032,571 |             |  |  | (4,124,155 | ) |  |  | (163,519,502 | ) |  |  | 78,961,933  |   |  |  | 42,404,014   |   |  |  | 121,365,947  |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total comprehensive loss for the year                                                                   |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Loss for the year                                                                                       |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |            |   |  |  | (81,928,814  | ) |  |  | (81,928,814 | ) |  |  | (65,935,734  | ) |  |  | (147,864,548 | )
|Total other comprehensive loss                                                                          |  |      | 29 |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       | (6,040,490  | ) |                         |  | (78,403    | )           |  |  | 4,124,155  |   |  |  |             |   |  |  | (1,994,738  | ) |  |  | (1,794,963   | ) |  |  | (3,789,701   | )
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total comprehensive loss for the year                                                                   |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       | (6,040,490  | ) |                         |  | (78,403    | )           |  |  | 4,124,155  |   |  |  | (81,928,814  | ) |  |  | (83,923,552 | ) |  |  | (67,730,697  | ) |  |  | (151,654,249 | )
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Transactions with owners, recognised directly in equity                                                 |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Contributions by and distributions to owners                                                            |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Common shares issued                                                                                    |  |      |    |  |                                               |  | 75,000      |                 |  |  | 114,495                     |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | (51,495    | )           |  |  |           |   |  |  |             |   |  |  | 63,000      |   |  |  |             |   |  |  | 63,000       |  
|Share-based payment transactions                                                                        |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | 2,140,038  |             |  |  |           |   |  |  |             |   |  |  | 2,140,038   |   |  |  |             |   |  |  | 2,140,038    |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total contributions by and distributions to owners                                                      |  |      |    |  |                                               |  | 75,000      |                 |  |  | 114,495                     |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | 2,088,543  |             |  |  |           |   |  |  |             |   |  |  | 2,203,038   |   |  |  |             |   |  |  | 2,203,038    |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Balance at 31 December 2011                                                                             |  |      |    |  |                                               |  | 201,888,472 |                 |  |  | 71,967,083                  |  |  |                                   | (4,497,062 | ) |                           |  | (4,991,726 | )              |  |  | 162,910,000              |  |  |       | (11,238,333 | ) |                         |  | 24,042,711 |             |  |  |           |   |  |  | (245,448,316 | ) |  |  | (2,758,581  | ) |  |  | (25,326,683  | ) |  |  | (28,085,264  | )
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd                                             |  |      | 24 |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  |             |   |  |  |            |   |  |  | 197,477,602  |   |  |  | 197,477,602  |  
|Total comprehensive loss for the year                                                                   |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Loss for the year                                                                                       |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  | (18,717,839  | ) |  |  | (18,717,839 | ) |  |  | (76,849,031  | ) |  |  | (95,566,870  | )
|Total other comprehensive loss                                                                          |  |      | 29 |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       | 1,440,676   |   |                         |  | 40,790     |             |  |  |           |   |  |  |             |   |  |  | 1,481,466   |   |  |  | 933,836      |   |  |  | 2,415,302    |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total comprehensive loss for the year                                                                   |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       | 1,440,676   |   |                         |  | 40,790     |             |  |  |           |   |  |  | (18,717,839  | ) |  |  | (17,236,373 | ) |  |  | (75,915,195  | ) |  |  | (93,151,568  | )
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Transactions with owners, recognised directly in equity                                                 |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Contributions by and distributions to owners                                                            |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  | 
|Fair value gain on de-recognition of debt facility in relation to the first phase of debt restructuring |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  |             |   |  |  |            |   |  |  | 127,814,103  |   |  |  | 127,814,103  |  
|Share-based payment transactions                                                                        |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | 1,202,350  |             |  |  |           |   |  |  |             |   |  |  | 1,202,350   |   |  |  |             |   |  |  | 1,202,350    |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total contributions by and distributions to owners                                                      |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | 1,202,350  |             |  |  |           |   |  |  |             |   |  |  | 1,202,350   |   |  |  | 127,814,103  |   |  |  | 129,016,453  |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Balance at 31 December 2012                                                                             |  |      |    |  |                                               |  | 201,888,472 |                 |  |  | 71,967,083                  |  |  |                                   | (4,497,062 | ) |                           |  | (4,991,726 | )              |  |  | 162,910,000              |  |  |       | (9,797,657  | ) |                         |  | 25,285,851 |             |  |  |           |   |  |  | (264,166,155 | ) |  |  | (18,792,604 | ) |  |  | 224,049,827  |   |  |  | 205,257,223  |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd                                             |  |      | 24 |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  |             |   |  |  |            |   |  |  | 199,179,381  |   |  |  | 199,179,381  |  
|Total comprehensive loss for the year                                                                   |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Profit/(loss) for the year                                                                              |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  | 199,492,438  |   |  |  | 199,492,438 |   |  |  | (99,623,161  | ) |  |  | 99,869,277   |  
|Total other comprehensive profit/(loss)                                                                 |  |      | 29 |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       | (322,203    | ) |                         |  | (290,927   | )           |  |  |           |   |  |  |             |   |  |  | (613,130    | ) |  |  | (26,455,499  | ) |  |  | (27,068,629  | )
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total comprehensive profit/(loss) for the year                                                          |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       | (322,203    | ) |                         |  | (290,927   | )           |  |  |           |   |  |  | 199,492,438  |   |  |  | 198,879,308 |   |  |  | (126,078,660 | ) |  |  | 72,800,648   |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Transactions with owners, recognised directly in equity                                                 |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Contributions by and distributions to owners                                                            |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Common shares issued                                                                                    |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  |             |   |  |  |            |   |  |  |             |   |  |  |             |  
|Fair value loss on repayment of debt facility                                                           |  |      | 24 |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  |           |             |  |  |           |   |  |  |             |   |  |  |            |   |  |  | (98,923,006  | ) |  |  | (98,923,006  | )
|Share-based payment transactions                                                                        |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | 799,726    |             |  |  |           |   |  |  |             |   |  |  | 799,726     |   |  |  |             |   |  |  | 799,726      |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Total contributions by and distributions to owners                                                      |  |      |    |  |                                               |  |            |                 |  |  |                            |  |  |                                   |           |   |                           |  |           |                |  |  |                         |  |  |       |            |   |                         |  | 799,726    |             |  |  |           |   |  |  |             |   |  |  | 799,726     |   |  |  | (98,923,006  | ) |  |  | (98,123,598  | )
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  
|Balance at 31 December 2013                                                                             |  |      |    |  |                                               |  | 201,888,472 |                 |  |  | 71,967,083                  |  |  |                                   | (4,497,062 | ) |                           |  | (4,991,726 | )              |  |  | 162,910,000              |  |  |       | (10,119,860 | ) |                         |  | 25,794,650 |             |  |  |           |   |  |  | (64,673,717  | ) |  |  | 180,886,430 |   |  |  | 198,227,542  |   |  |  | 379,113,972  |  
|                                                                                                        |  |      |    |  |                                               |  |             |                 |  |  |                             |  |  |                                   |            |   |                           |  |            |                |  |  |                          |  |  |       |             |   |                         |  |            |             |  |  |            |   |  |  |              |   |  |  |             |   |  |  |              |   |  |  |              |  

The accompanying notes are an integral part of these consolidated financial statements.



125



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##### Table of Contents

ATLATSA RESOURCES CORPORATION

Consolidated Statements of Cash Flows

For the years ended 31 December 2012, 2011 and 2010

(Expressed in Canadian Dollars, unless otherwise stated)



|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|----------------------------------------------------------- |  | ---- | -- |  | ---- |  | ------------ | ---- |  |  | ------------ | - |  |  | ------------ | -
|                                                            |  | Note |    |  | 2013 |  |              | 2012 |  |  | 2011         |  
|Cash flows from operating activities                        |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash receipts from customers                                |  |      |    |  |      |  | 166,392,406  |      |  |  | 140,085,828  |   |  |  | 148,279,469  |  
|Cash paid to suppliers and employees                        |  |      |    |  |      |  | (157,268,152 | )    |  |  | (171,351,040 | ) |  |  | (189,597,810 | )
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash generated/(utilised) by operations                     |  |      | 31 |  |      |  | 9,124,254    |      |  |  | (31,265,212  | ) |  |  | (41,318,341  | )
|Interest received                                           |  |      |    |  |      |  | 226,073      |      |  |  | 296,187      |   |  |  | 544,825      |  
|Interest paid                                               |  |      |    |  |      |  | (20,660      | )    |  |  | (158         | ) |  |  | (510,447     | )
|Tax paid                                                    |  |      |    |  |      |  | (7,043,536   | )    |  |  | (2,079,516   | ) |  |  |             |  
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash utilised by operating activities                       |  |      |    |  |      |  | 2,286,131    |      |  |  | (33,048,699  | ) |  |  | (41,283,963  | )
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash flows from investing activities                        |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Investment in environmental trusts                          |  |      |    |  |      |  | (431,999     | )    |  |  | (461,681     | ) |  |  | (505,440     | )
|Acquisition of property, plant and equipment                |  |      | 7  |  |      |  | (278,200     | )    |  |  | (2,563       | ) |  |  | (2,238       | )
|Acquisition of capital work-in-progress                     |  |      | 8  |  |      |  | (50,987,358  | )    |  |  | (38,917,145  | ) |  |  | (28,678,042  | )
|Acquisition of intangible assets                            |  |      | 9  |  |      |  |             |      |  |  |             |   |  |  | (236,304     | )
|Proceeds from disposal of property plant and equipment      |  |      |    |  |      |  | 278,200      |      |  |  |             |   |  |  |             |  
|Proceeds from disposal of assets held for sale              |  |      |    |  |      |  | 171,600,312  |      |  |  |             |   |  |  |             |  
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash generated/(utilised) by investing activities           |  |      |    |  |      |  | 120,180,954  |      |  |  | (39,381,389  | ) |  |  | (29,422,024  | )
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash flows from financing activities                        |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Loans and borrowings raised  OCSF                          |  |      | 18 |  |      |  |             |      |  |  | 72,872,141   |   |  |  | 68,543,022   |  
|Loans and borrowings raised  Funding loan                  |  |      | 18 |  |      |  |             |      |  |  | 315,612,211  |   |  |  |             |  
|Loans and borrowings raised  Transaction cost facility     |  |      | 18 |  |      |  | 749,000      |      |  |  |             |   |  |  |             |  
|Loans and borrowings raised  Working Capital Facility      |  |      | 18 |  |      |  | 3,194,816    |      |  |  |             |   |  |  |             |  
|Loans and borrowings raised  Consolidated Facility         |  |      | 18 |  |      |  | 68,921,455   |      |  |  |             |   |  |  |             |  
|Loans and borrowings raised  New Senior Debt Facility      |  |      | 18 |  |      |  | 237,770,925  |      |  |  |             |   |  |  |             |  
|Loan and borrowings raised  Shareholder loan               |  |      | 18 |  |      |  | 3,451,333    |      |  |  |              |   |  |  |              |  
|Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd |  |      |    |  |      |  | 207,518,927  |      |  |  | 197,477,614  |   |  |  | 63,000       |  
|Settlement of interest rate swap                            |  |      |    |  |      |  |             |      |  |  |             |   |  |  | (3,691,604   | )
|A Preference shares repaid                                |  |      |    |  |      |  |             |      |  |  | (401,782,311 | ) |  |  |             |  
|Loans repaid                                                |  |      | 18 |  |      |  | (620,494,506 | )    |  |  | (110,074,287 | ) |  |  |             |  
|Loans repaid  Funding loan                                 |  |      |    |  |      |  |             |      |  |  | (1,233,228   | ) |  |  |             |  
|Loans repaid  Transaction cost facility                    |  |      | 18 |  |      |  | (769,223     | )    |  |  |             |   |  |  |             |  
|Loans repaid  Other                                        |  |      | 18 |  |      |  | (695,785     | )    |  |  | (1,048,243   | ) |  |  | (716,371     | )
|Other loans repaid                                          |  |      |    |  |      |  | 293,604      |      |  |  |             |   |  |  |             |  
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash (utilised)/generated from financing activities         |  |      |    |  |      |  | (100,059,454 | )    |  |  | 71,823,897   |   |  |  | 64,198,047   |  
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Effect of foreign currency translation                      |  |      |    |  |      |  | 3,791,294    |      |  |  | (757,931     | ) |  |  | (3,311,642   | )
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Net increase/(decrease) in cash and cash equivalents        |  |      |    |  |      |  | 26,074,217   |      |  |  | (1,364,122   | ) |  |  | (9,819,582   | )
|                                                            |  |      |    | 
|Cash and cash equivalents, beginning of the year            |  |      |    |  |      |  | 14,580,886   |      |  |  | 15,945,008   |   |  |  | 25,764,590   |  
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  
|Cash and cash equivalents, end of the year                  |  |      | 15 |  |      |  | 40,655,103   |      |  |  | 14,580,886   |   |  |  | 15,945,008   |  
|                                                            |  |      |    |  |      |  |              |      |  |  |              |   |  |  |              |  

The accompanying notes are an integral part of these consolidated financial statements.-



126



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##### Table of Contents

ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



1. NATURE OF OPERATIONS

Atlatsa Resources
Corporation (Company or Atlatsa) is incorporated in the Province of British Columbia, Canada. The Company had a primary listing on the TSX Venture Exchange (TSX-V) and has a secondary listing on the New York Stock
Exchange (NYSE MKT) and the JSE Limited (JSE). Subsequent to year end, on 5 February 2014, the Group migrated from the TSX Venture Exchange to the Toronto Stock Exchange (TSX). The consolidated financial
statements comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities) Its principal business activity is the mining and exploration of Platinum Group Metals
(PGM) through its mineral property interests. The Company focuses on mineral property interests located in the Republic of South Africa in the Bushveld Complex. Atlatsa operates in South Africa through its wholly-owned subsidiary Plateau
Resources Proprietary Limited (Plateau) which owns the Groups various mineral property interests and conducted the Groups business in South Africa.

2. GOING CONCERN

The Group incurred a
net profit/(loss) for the year ended 31 December 2013 of $99.9 million (2012: ($95.6 million)) and as of that date its total assets exceeded its total liabilities by $379.1 million (2012: $205.3 million).

This is due to the fact that once the conditions precedent for the implementation of Phase Two of the Restructure Plan were met on
12 December 2013, the debt owing by the Company to Rustenburg Platinum Mines Limited (RPM) of $76 million (ZAR750.0 million) under the New Senior Facilities Agreement (New Senior Debt Facility) became repayable upon
the issuance of 125 million Atlatsa common shares for $76 million (ZAR750.0 million) to RPM in accordance with the terms of the Restructure Plan. The timing of the new share issue and subsequent repayment of the debt falls within a
twelve month period from the Companys financial year-end and therefore is classified as a current liability. This amount was settled subsequent to year-end on 31 January 2014 from the proceeds of the issuance of 125 million common
shares in the Company to RPM. Refer to note 37 for the Events after the reporting date.

The company completed a part of Phase
two of its restructuring and recapitalising plan on 13 December 2013. This included the following transactions between the Company and RPM, a 100% subsidiary of Anglo American Platinum Limited (Anglo Platinum):



| |  |  | the sale and transfer of the Companys interest in the Boikgantsho Project and the Eastern section of the Ga-Phasha Project to RPM for a net
consideration of $172.2 million (ZAR1,700.0 million);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the purchase consideration payable for the sale of the Boikgantsho Project was paid to the Company on December 13, 2013, excluding an amount
of $2.9 million (ZAR29.0 million) in respect of the Boikgantsho Project information which is payable on the date of execution of the notarial deed of extension of the RPM Mining Right to include the Boikgantsho Prospecting Rights. The
proceeds were used to reduce the outstanding debt to RPM;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RPM subscribed for additional shares in Bokoni Holdco to the value of $196.5 million (ZAR1,939.4 million). Bokoni Holdco utilised these
funds to repay the debt outstanding between Bokoni Holdco and RPM of $196.5 million (ZAR1,939.4 million);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 2009 Senior Debt Facility was repaid in full and the New Senior Debt Facility between Plateau and RPM as signed on March 27, 2013 was made
effective. The amount available under the New Senior Debt Facility is $233.0 million (ZAR2,300 million) of which $225.5 million (ZAR 2,225.7 million), including interest was utilised by 31 December 2013.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The net result was the Groups debt was reduced by $370.8 million (ZAR 3,610.4 million).

In addition, a Working Capital Facility was provided by RPM to fund the Groups administrative and corporate expenses. The restructuring
and recapitalising plan was finalised on 31 January 2014 resulting in the amount outstanding under the New Senior Debt Facility being reduced by a further $76 million (ZAR 750 million).

The New Senior Debt Facility is only repayable once the company generates sufficient free cash flow. The delay in the implementation of Phase
two resulted in the additional resources that were made available in terms of the New Senior Debt facility being insufficient to meet the short term cash requirements of Bokoni Platinum Mines Proprietary Limited (Bokoni Mine), due to the
interest accruing on the available debt facility. The facility was fully drawn by March 2014.

An alternative funding arrangement was
entered into with RPM in November 2013, whereby an advance on the Purchase of Concentrate revenue (Advance) on the concentrate sales made to RPM by Bokoni Platinum Mines Proprietary Limited (Bokoni) was provided. The Advance
was originally available from 1 November 2013 until 30 November 2014. The agreement with RPM with respect to the Advance provides that RPM may advance funds to Bokoni up to an amount of the lower of 90% of an advance on revenue for the
preceding two months and $36.5 million (ZAR360.0 million), provided that the amount advanced shall not exceed the actual cash requirements for that month. This agreement was renegotiated in March 2014 to provide that RPM may advance funds
to Bokoni up to an amount of the lower of 95% of an advance on revenue for the preceding two months and $48.1 million (ZAR475.0 million), provided that the amount advanced shall not exceed the actual cash requirements for that month of
Bokoni Mine and was extended to 31 March 2015.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The Working Capital Facility made available to Plateau up to a maximum of $3 million (ZAR30 million) per year to Atlatsa during each
of 2013, 2014 and 2015 for an aggregate facility of $9.1 million (ZAR90 million), including capitalised interest to fund Atlatsas corporate and administrative expenses through to 2015. The Working Capital Facility is repayable in
full by December 31, 2018.

Further negotiations were entered into with RPM and the following were agreed to ensure the Group had
sufficient cash resources to 31 March 2015:



| |  |  | RPM will meet its 49% shareholder commitment to match any cash resources that Atlatsa contributes;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | The backlog of accounts payable relating to Anglo Platinum of approximately $14.2 million (ZAR140 million) will be deferred to be paid
from April 2015 over 9 equal instalments;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The available facility of the $9.1 million (ZAR90 million) Working Capital Facility will be made available in the event Bokoni requires
additional cash resources.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RPM will consider the availability of the ZAR29 million outstanding on the sale of the Boikgantsho Project that took place on 13 December
2013 which is currently payable by RPM to the Company on the date of execution of a notarial deed of extension of the RPM Mining Right to include the Boikgantsho Prospecting Rights;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Atlatsa executives will make available $6.1 million (ZAR60 million) as cash resources; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Bokoni has further evaluated that it can delay planned capital expenditure of approximately $3 million (ZAR30 million) without impacting
Bokonis production plans.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of the available cash facilities of which $6.1 million is committed
and held in escrow the financial statements are prepared on the basis of accounting policies applicable to a going concern.

3. BASIS OF PREPARATION

3.1 Statement of compliance

The
consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

3.2 Basis of measurement

The
consolidated financial statements have been prepared on the historical cost basis as set out in the accounting policies below. Certain items, including derivative financial instruments, are stated at fair value.

3.3 Functional and presentation currency

These consolidated financial statements are presented in (unless stated otherwise) Canadian Dollars ($), which is also the
Companys functional currency. The rest of the Group financials are prepared in Rand. All financial information presented in $ has been rounded to the nearest dollar, except when otherwise indicated.

3.4 Use of estimates and judgements

The
preparation of the consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the
consolidated financial statements is included in the notes to the financial statements where applicable.

4. ACCOUNTING POLICIES

Except for the changes as explained in 4.1, the accounting policies set out below are applied consistently to all years presented in these
consolidated financial statements and have been applied consistently by Group entities.

Certain comparative amounts in the Consolidated
Statement of Comprehensive Income have been reclassified or re-presented as a result of a change in the accounting policy regarding the presentation of items in the Other Comprehensive Income (OCI).

4.1 Change in accounting policies

Except
for the changes below, the Group has consistently applied the accounting policies set out in Note 5 to all periods presented in these consolidated financial statements.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The Group adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a
date of initial application of 1 January 2013.



| |  |  | Disclosures  offsetting financial assets and financial liabilities (amendments to IFRS 7)
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | IFRS 10 Consolidated Financial Statements (2011)
| | - |  | ------------------------------------------------



| |  |  | IFRS 12 Disclosure of Interest in Other Entities
| | - |  | ------------------------------------------------



| |  |  | IFRS 13 Fair value measurement
| | - |  | ------------------------------



| |  |  | Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)
| | - |  | -------------------------------------------------------------------------

The nature and effects of the change are explained below.

Offsetting financial assets and financial liabilities

As a result of the amendments to IFRS 7, the Group has expanded its disclosures about the offsetting of financial assets and financial
liabilities (refer to note 6).

Subsidiaries

As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently
whether it consolidates its investees. IFRS 10 (2011) introduces a new control model that focuses on whether the Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to
use its power to affect those returns.

In accordance with the transitional provisions of IFRS 10 (2011), the Group reassessed the
control conclusion for its investees at 1 January 2013. As a consequence, the Group has not changed its control conclusions in respect of its investment in its subsidiaries.

Disclosure of Interests in other entities

As a result of IFRS 12, the Group has expanded its disclosure about its interest in subsidiaries (refer to note 39 and note 40).

Fair value measurement

IFRS 13
establishes a single framework for measuring fair value and making disclosure about fair value measurements when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7.
As a result, the Group has included additional disclosures in this regards (refer to note 6).

In accordance with the transitional
provisions of IFRS 13, the Group has applied the new fair value measurement guidance prospectively and not provided any comparative information for new disclosures. Notwithstanding the above, the change has no significant impact on the
measurements of the Groups assets and liabilities.

Presentation of items of OCI

As a result of the amendments to IAS 1, the Group has modified the presentation of items of OCI in its statement of profit or loss and
OCI, to present separately items that would be reclassified to profit or loss from those that would never be. Comparative information has been re-presented accordingly.

Summary of quantitative impacts

There
was no quantitative impact on the Groups financial position, comprehensive income and cash flows due to the above changes in the accounting policies.

4.2 Basis for consolidation

(i) Business combinations

All business combinations are accounted for by applying the acquisition method when control is transferred to the Group.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



Goodwill is measured as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the
acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. To the extent that the fair value exceeds the consideration transferred, the excess is
recognised in profit or loss.

Consideration transferred includes the fair values of the identifiable assets transferred, liabilities
incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are
replaced mandatorily in the business combination.

If the contingent consideration is classified as equity, then it is not remeasured and
settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquirees employees
(acquirees awards), then all or a portion of the amount of the acquirers replacement awards is included in measuring the consideration transferred in the business combination. The determination is based on the market-based measure of the
replacement awards, compared with the market-based measure of the acquirees awards and the extent to which the replacement awards relate to pre-combination service.

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and
arises from a past event, and its fair value can be measured reliably.

Non-controlling interest is measured at its proportionate interest
in the fair value of the identifiable net assets of the acquiree.

Transaction costs incurred in connection with a business combination,
such as legal fees, due diligence fees and other professional and consulting fees are expensed as incurred, unless it is debt related. Directly attributable transaction costs related to debt instruments are capitalized, and amortised over the term
of the related loan by the effective interest method.

If the Group obtains control over one or more entities that are not businesses,
then the bringing together of those entities are not business combinations. The cost of acquisition is allocated among the individual identifiable assets and liabilities of such entities, based on their relative fair values at the date of
acquisition. Such transactions do not give rise to goodwill and no non- controlling interest is recognised.

(ii) Acquisitions of non-controlling
interests

Non-controlling interests are measured at their proportionate share of the acquirees identifiable net assets at the
acquisition date.

Acquisitions of non-controlling interests that do not result in loss of control are accounted for as transactions with
equity holders in their capacity as equity holders and therefore no goodwill is recognised as a result of such transactions.

(iii) Subsidiaries

Subsidiaries are entities over which the Group exercises control. The Group controls an entity when it is exposed to or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by
the Group.

(iv) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in
preparing the consolidated financial statements.

4.3 Foreign currencies

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the date of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the
year. Such gains and losses are recognised in profit or loss.

Non-monetary assets and liabilities denominated in foreign currencies that
are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on translation are recognised in
profit or loss, except for differences arising on the translation of available-for-sale equity investments, a financial liability designated as a hedge of the net investment in a foreign operation that is effective, or qualifying cash flow hedges
that are effective, which are recognised in other comprehensive income.

(ii) Foreign operations

The financial results of Group entities that have a functional currency different from the presentation currency are translated into the
presentation currency. The presentation currency of the Company is Canadian Dollars. Income and expenditure transactions of foreign operations are translated at the average rate of exchange for the year except for significant individual transactions
which are translated at the rate of exchange in effect at the transaction date. All assets and liabilities, including fair value adjustments and goodwill arising on acquisition, are translated at the rate of exchange ruling at the reporting date.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve
(FCTR) in equity. However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling interests.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable
future, foreign exchange gains and losses arising from such a monetary item are considered to form part of the net investment in a foreign operation and are recognised in other comprehensive income and are included in the foreign currency
translation reserve.

On disposal of part or all of the operations, such that control, significant influence or joint control is lost, the
proportionate share of the related cumulative gains and losses previously recognised in the FCTR through the other income are included in determining the profit or loss on disposal of that operation recognised in profit or loss.

4.4 Financial instruments

(i) Non-derivative
financial assets

Non-derivative financial assets comprise loans and receivables.

Loans and receivables are recognised on the date of origination. All other financial assets are recognised initially on the trade date at
which the Group becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the contractual
rights to the cash flows from the asset expire, or the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial assets are
transferred, or it neither transfers nor retains substantially all of the risk and rewards of ownership and does not retain any control over the transferred asset. Any interest in transferred financial assets that is created or retained is
recognised as a separate asset or liability.

Financial assets and financial liabilities are offset and the net amount presented in the
statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Loans and receivables

Loans and
receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition
loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and
receivables comprise trade and other receivables, restricted cash, investment in the Platinum Producers Environmental Trust and cash and cash equivalents.

Cash and cash equivalents

Cash and cash
equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Groups cash management are included as a component of cash and
cash equivalents for the purpose of the statement of cash flows.

(ii) Non-derivative financial liabilities

The Group initially recognises debt securities issued and subordinated liabilities on the date that they originated. All other financial
liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expire.

Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, trade and other payables.

Financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial
recognition these financial liabilities are measured at amortised cost using the effective interest method.

The difference between the
amount received and the amount recognised at fair value on initial recognition, is recognised as a fair value gain or loss in profit and loss (excluding loans with a shareholder).

For loans and borrowings with a shareholder, refer to note 4.22, Transactions with a shareholder.

(iii) Derivative financial instruments, including hedge accounting

The Group held derivative financial instruments to hedge its interest rate risk exposures. Embedded derivatives are separated from the host
contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition
of a derivative, and the combined instrument is not measured at fair value through profit or loss.

On initial designation of the hedge,
the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the
effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be highly effective in offsetting
the changes in the fair value or cash flows of the respective hedged items during the year for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast
transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to
initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to particular risk
associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and
presented in the hedging reserve in equity. The amount recognised in other comprehensive income is reclassified to profit or loss in the same period as the hedged cash flows affects profit or loss under the same line item in the statement of
comprehensive income as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is
revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the forecast transaction affects profit
or loss. When the hedged item is a non-financial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the forecast transaction is no longer expected to occur,
then the balance in other comprehensive income is reclassified immediately to profit or loss. In other cases the amount reclassified in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects
profit or loss.

Separate embedded derivatives

Changes in the fair value of separated embedded derivatives are recognised immediately in profit or loss.

Other derivatives

When a derivative
financial instrument is not held for trading purposes and is not designated in a qualifying hedge relationship, all changes in its fair value are recognised immediately in profit or loss.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



(iv) Share capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognised
as a deduction from equity, net of any tax effects.

Preference share capital

Preference share capital is classified as equity if it is non-redeemable, redeemable for a fixed number of the Companys shares, or
redeemable only at the Companys option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon approval by the Companys Board of Directors.

Preference share capital is classified as a financial liability if it is redeemable on a specific date or at the option of the holders, or if
dividend payments are not discretionary. Dividends thereon are recognised as finance expense in profit or loss as accrued.

Treasury shares

Shares issued to subsidiaries are reflected as treasury shares on consolidation.

4.5 Accounting for borrowing costs

In
respect of borrowing costs relating to qualifying assets, the Group capitalises borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.

4.6 Property, plant and equipment

Mining
assets, including mine development cost and infrastructure costs, mine plant facilities and buildings are measured at historical cost less accumulated depreciation and impairment losses.

Mining assets are capitalised to capital work-in-progress and transferred to mining property, plant and equipment when the mining venture
reaches commercial production.

Capitalised mine development and infrastructure costs include expenditure incurred to develop new mining
operations and to expand the capacity of the mine to the extent that it gives rise to future economic benefit. Costs include borrowing costs capitalised during the construction period where qualifying expenditure is financed by borrowings, the cost
of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use as well as an estimate of the costs of dismantling and removing the items and restoring the site on which they
are located. Items of mining property, plant and equipment, excluding capitalised mine development and infrastructure costs, are depreciated on a straight-line basis over their expected useful life. Capitalised mine development and infrastructure
are depreciated on a units of production basis. Depreciation is charged on mining assets from the date on which they are available for use.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.

Property, plant and equipment are depreciated over their estimated useful lives as follows:



|                                    |  |                    
|----------------------------------- |  | -------------------
|Land                                |  | Not depreciated    
|Mine development and infrastructure |  | units of production
|Plant and equipment                 |  | 1  30 years       
|Buildings                           |  | 5  30 years       
|Motor vehicles                      |  | 1  5 years        
|Furniture and fittings              |  | 1  10 years       

Items of property, plant and equipment that are withdrawn from use, or have no reasonable prospect of being
recovered through use or sale, are regularly identified and written off.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The assets residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Subsequent expenditure relating to an item of property, plant and equipment is capitalised when it is probable that future economic benefits
from the use of the assets will be increased.

Repairs and maintenance are recognised in profit or loss during the period in which they
are incurred.

Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with
the carrying amount of the asset and are recognised net within profit or loss.

4.7 Intangible assets

(i) Goodwill

Goodwill is measured at cost
less accumulated impairment losses and is not amortised. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to
any asset, including goodwill, that forms part of the carrying amount of the equity accounted investee.

(ii) Other intangible assets

Other intangible assets include purchased software. These intangible assets are recognised if it is probable that future economic benefits will
flow to the entity from the intangible assets and the costs of the intangible assets can be reliably measured.

Purchased software is
stated at cost less amortisation and impairment losses and is amortised on a straight line basis over its estimated useful life of 10 years and is recognized in profit and loss. The amortisation method and estimated useful life are reviewed at
least annually.

(iii) Mineral property interests

Mineral property interests are carried at cost less impairment losses. Gains and losses on disposal of mineral property interests are
determined by comparing the proceeds from disposal with the cost less impairment losses of the asset and are recognized net within profit or loss.

Mineral property interests transferred between segments (subsidiaries) is recognised at the nominal amount paid. The resulting profit or loss
caused by the transfer of mineral property interests is recognised in profit or loss of the segment (subsidiary).

4.8 Impairment of assets

(i) Non-financial assets

The carrying
amounts of the Groups non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets
recoverable amount is estimated. For goodwill the recoverable amount is estimated each year at the same time.

The recoverable amount of
an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating
units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an
asset or its cash-generating units exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash- generating units are allocated first to reduce the carrying amount of
any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are
assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



(ii) Financial assets (including receivables)

A financial asset not measured at fair value through profit or loss is assessed at each reporting date to determine whether there is objective
evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, for example:



| |  |  | Default or delinquency by a debtor
| | - |  | ----------------------------------



| |  |  | Indications that a debtor will enter into bankruptcy
| | - |  | ----------------------------------------------------

and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually
significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are
collectively assessed for impairment by grouping together assets with similar risk characteristics. In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss
incurred, adjusted for managements judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less that suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and
the present value of the estimated future cash flows discounted at the assets original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset
continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

4.9 Inventories

Inventories, comprising
of consumables and concentrate, are measured at the lower of cost and net realisable value.

The cost of inventories is based on the
average cost of ore in stockpiles and comprises all costs incurred to the stage immediately prior to stockpiling, including costs of extraction and crushing, as well as processing costs associated with ore stockpiles, based on the relevant stage of
production.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.

4.10 Employee benefits

(i) Defined contribution plans

A defined
contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution
pension plans are recognised as an employee benefit expense in profit or loss in the years during which services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future
payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the year in which the employees render the service are discounted to their present value.

(ii) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(iii) Share-based payment transactions

The grant date fair value of equity-settled share-based payment awards granted to employees is recognised as an employee cost, with a
corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting
conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such
conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of the amount payable to
employees in respect of the share appreciation rights (SARs), which are settled in cash, is recognised as an expense with a corresponding increase in liabilities over the period that the employees unconditionally become entitled to payment. The
liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognised as employee costs in profit or loss.

Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted
for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.

(iv) Termination benefits

Termination benefits are recognised as an expense at the earlier of when Group can no longer withdraw the offer of those benefits and
when Group recognizes costs for a restructuring. If benefits are not expected to be wholly settled within 12 months of the reporting date, then they are discounted.

4.11 Provisions

A provision is
recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance expense.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an
outflow of economic benefits will be required, the provision is reversed.

(i) Environmental rehabilitation provisions

Estimated environmental provisions, comprising pollution control, rehabilitation and mine closure, are based on the Groups environmental
policy taking into account current technological, environmental and regulatory requirements. The provision for rehabilitation is recognised as and when the environmental liability arises. To the extent that the obligations relate to the construction
of an asset, they are capitalised as part of the cost of those assets. The effect of subsequent changes to assumptions in estimating an obligation for which the provision was recognised as part of the cost of the asset is adjusted against the asset.
Any subsequent changes to an obligation which did not relate to the initial construction of a related asset are recognised in profit or loss.

4.12
Platinum Producers Environmental Trust

Contributions to the Platinum Producers Environmental Trust are determined on the basis
of the estimated environmental obligation over the life of a mine. Contributions made are recognised in non-current investments, and are held by the Platinum Producers Environmental Trust. Interest earned on monies paid to rehabilitation trust
funds is accrued on a time proportion basis and is recognised as finance income.

4.13 Revenue

Revenue arising from the sale of metals and intermediary products is recognised when the price is determinable, the product has been delivered
in accordance with the terms of the contract, the significant risks and rewards of ownership have been transferred to the customer and collection of the sales price is reasonably assured. These criteria are typically met when the concentrate reaches
the smelter.

Revenue from the sale of metals and intermediary products in the course of ordinary activities is measured at the fair value
of the consideration received or receivable. Revenue further excludes value-added tax and mining royalties.

4.14 Lease payments

(i) Operating leases  Lessor

Operating lease income is recognised as income on a straight-line basis over the lease term.

Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset and
recognised as an expense over the lease term on the same basis as the lease income. Income for leases is disclosed under other income in profit or loss.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



(ii) Operating leases  Lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts
recognised as an expense and the contractual payments are recognised as an operating lease liability. This liability is not discounted.

Any contingent rents are expensed in the period they are incurred.

4.15 Investment income and finance expense

Finance income comprises interest income on funds invested and interest received on loans and receivables. Interest income is recognised as it
accrues in profit or loss, using the effective interest method.

Finance expense comprises interest expense on borrowings, unwinding of
the discount on provisions, dividends on preference shares classified as liabilities and gains/losses on hedging instruments that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction
or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Cash flows from dividends and
interest received are classified under operating activities in the Statement of Cash Flows.

4.16 Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that
it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the
expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax also includes any tax
arising from dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that the group controls the timing of the revrsal of the temporary difference and it is probable that
they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable
that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

4.17 Earnings per share

The Group
presents basic and diluted earnings/(loss) per share (EPS) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to owners of the Company by the weighted average number of common shares
outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to owners of the Company and the weighted average number of common shares outstanding, adjusted for own shares held and
for the effects of all dilutive potential common shares, which include share options granted to employees.

4.18 Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses,
including revenues and expenses that relate to transactions with any of the Groups other components. All operating segments operating results are reviewed regularly by the Groups Chief Executive Officer (who is considered the chief
operating decision maker) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



4.19 Exploration expenditure

Exploration
and evaluation costs incurred prior to determination of the feasibility of mining operations are expensed as incurred. Re-imbursement of previously expensed exploration and evaluation costs are recognised as other income in profit or loss.

Mineral property acquisition costs include the cash consideration and the fair market value of shares issued for mineral property interests
pursuant to the terms of the relevant agreements. These costs will be amortised over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse, or when an impairment
of value has been determined to have occurred.

4.20 Non-current assets held for sale or distribution

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale or
distribution rather than through continuing use, are classified as held for sale or distribution. Immediately before classification as held for sale or distribution, the assets, or components of a disposal group are remeasured in accordance with the
Groups accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less costs to sell. An impairment loss on a disposal group first is allocated to goodwill, and
then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories and deferred tax assets, which continue to be measured in accordance with the Groups accounting policies.

Impairment losses on initial classification as held for sale or distribution and subsequent gains and losses on remeasurement are recognised
in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Once classified as held for sale or
distribution, intangible assets and property, plant and equipment are no longer amortised or depreciated.

4.21 Share-based payment transactions

The fair value of the employee share options is measured using the Black-Scholes option pricing model. Measurement inputs include
share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the
instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not
taken into account in determining fair value.

The fair value of the cash-settled SARs is measured using the Black-Scholes valuation
model. Measurement inputs include share price on measurement date, strike price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), vesting,
expiry and exercise dates, expected dividends and the risk free interest rate (based on the Bond Exchange of South Africa).

4.22 Transaction with a
shareholder

When a transaction is with a shareholder at terms and conditions that would not be expected from a third party, it is
clear that either the company or the shareholder obtained a benefit because of the shareholder relationship. This benefit is recognised directly in equity.

In respect of loans with shareholders, the difference between the loan received and the amount recognised at fair value on initial
recognition, is recognised as a fair value gain or loss directly in equity.

In respect of loans with shareholders, the difference between
the loan settled and the amount recognized at fair value on settlement date, is recognised as a fair value gain or loss directly in equity.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



4.23 New standards and interpretations

Effective for the financial year commencing 1 January 2014



| |  |  | IAS 32 Offsetting Financial Assets and Financial Liabilities
| | - |  | ------------------------------------------------------------



| |  |  | IFRS 10, IFRS 12 and IAS 27 amendment Investment entities
| | - |  | ---------------------------------------------------------



| |  |  | IFRIC 21 Levies
| | - |  | ---------------



| |  |  | Recoverable Amount Disclosures for Non-Financial Assets (Amendment to IAS 36)
| | - |  | -----------------------------------------------------------------------------



| |  |  | Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39)
| | - |  | -----------------------------------------------------------------------------------

Effective for the financial year commencing 1 January 2015



| |  |  | Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)
| | - |  | --------------------------------------------------------------------

To be decided



| |  |  | IFRS 9 Financial Instruments
| | - |  | ----------------------------

All Standards and Interpretations will be adopted at their effective date.

Management is currently in the process of assessing the impact of the above-mentioned changes, if any.

5. DETERMINATION OF FAIR VALUES

A number
of the Groups accounting policies and disclosures require the determination of fair value, for both financial and non- financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the
following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are recognized
into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:



| |  |  | Level 1: Quote prices (unadjusted) in active markets for identical assets or liabilities
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | Level 2: inputs other than quote prices included in level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices)
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
| | - |  | -------------------------------------------------------------------------------------------------------------

If the inputs used to measure the fair value of an asset or liability to the entire measurement lowest level input that is significant might
be categorized in different levels of fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement.

5.1 Property, plant and equipment

The
fair value of items of property, plant and equipment, acquired in a business combination is based on the market approach using market prices and other relevant information generated by market transactions involving similar items when available and
replacement cost when appropriate.

The fair value of mining rights included in property, plant and equipment acquired as part of a
business combination is determined using the multi-year excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.

5.2 Mineral property interest

The fair
value of mineral property interests acquired in a business combination is determined using a market comparative approach. In applying a market comparative approach, a selection of appropriate historic transactions is used to determine an average
transaction value.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



5.3 Trade and other receivables

The fair
value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

5.4 Non-derivative financial liabilities

Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at
the reporting date. This fair value is determined for disclosure purposes.

6. FINANCIAL RISK MANAGEMENT

The Board of Directors has overall responsibility for the establishment and oversight of the Groups risk management framework.

The Groups risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Groups activities. The Group, through its training and management standards
and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Overview

The Group has exposure to the
following risks from its use of financial instruments:



| |  |  | credit risk
| | - |  | -----------



| |  |  | liquidity risk
| | - |  | --------------



| |  |  | interest rate risk
| | - |  | ------------------



| |  |  | foreign currency risk
| | - |  | ---------------------



| |  |  | commodity price risk
| | - |  | --------------------

This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and processes
for measuring and managing risk and the Groups management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

(i) Credit risk

Credit risk is the risk
of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Groups receivables from customers, and cash and equivalents. Management has
evaluated treasury counterparty risk and does not expect any treasury counterparties to fail in meeting their obligations.

Trade and other receivables

Trade receivables represents sale of concentrate to Rustenburg Platinum Mines Limited (RPM) in terms of a concentrate
off-take agreement. The carrying value represents the maximum credit risk exposure. The Group has no collateral against these receivables. The terms of the receivables are 60 days and therefore require no impairment.

100% of the Groups revenue is generated in South Africa from sale of concentrate by Bokoni Platinum Mines Proprietary Limited
(Bokoni Mine) to RPM.

Cash and cash equivalents

At times when the Groups cash position is positive, cash deposits are made with financial institutions having superior local credit
ratings.

(ii) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group ensures that there is
sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Groups holdings of cash and cash equivalents. This is facilitated via the Senior Term Facility, as amended on
26 September 2012 and settled on 13 December 2013, the New Senior Debt Facility and the Working Capital Facility entered into on 13 December 2013. The Groups cash and cash equivalents are invested in business accounts which are
available on demand.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



An alternative funding arrangement was entered into with RPM whereby an advance on the Purchase of Concentrate revenue (Advance) on
the concentrate sales made to RPM by Bokoni was provided. This arrangement was available from 1 November 2013 until 30 November 2014 and has been extended to 31 March 2015.

The Group operates in South Africa and is subject to currency exchange controls administered by the South African Reserve Bank
(SARB). South African law provides for exchange control regulations that restrict the export of capital. The exchange control regulations, which are administered by SARB, regulate transactions involving South African residents, including
legal entities, and limit a South African companys ability to borrow from and repay loans to non-residents and to provide guarantees for the obligations of its affiliates with regard to funds obtained from non-residents.

A portion of the Companys funding for its South African operations consist of loans advanced to its South African subsidiaries from
subsidiaries that are non-residents of South Africa. The Company is in compliance with SARB regulations and is therefore not subject to restrictions on the ability of its South African subsidiaries to transfer funds to the Company or to other
subsidiaries. In addition, the SARB has introduced various measures in recent years to relax the exchange controls in South Africa to entice foreign investment in the country. However, if more burdensome exchange controls were proposed or adopted by
the SARB in the future, or if the Company was unable to comply with existing SARB regulations, such exchange control regulations could restrict the ability of the Company and its subsidiaries to repatriate funds needed to effectively finance the
Companys operations.

The maturity profile of the contractual undiscounted cash flows of financial instruments, including scheduled
interest payments on loans and borrowings, at 31 December were as follows:



|                                     |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|------------------------------------ |  | ---- | ----------- |  | ---- |  | --------- | ---- |  |  | ---------- |  |  | ---------- | ----------- |  | ----- |  | ----------- |  |  |  | ----------- | 
|                                     |  | 2014 |             |  | 2015 |  |           | 2016 |  |  | 2017       |  |  | Thereafter |             |  | Total | 
|2013                                 |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|Non-derivative financial liabilities |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|                                     |  |      |             |  |      | 
|Loans and borrowings                 |  |      | 74,774,668  |  |      |  | 7,318,397 |      |  |  | 13,102,767 |  |  |            | 60,199,898  |  |       |  | 214,439,463 |  |  |  | 369,855,193 | 
|Trade and other payables             |  |      | 36,923,487  |  |      |  |          |      |  |  |           |  |  |            |            |  |       |  |            |  |  |  | 36,923,487  | 
|                                     |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|Total 2013                           |  |      | 111,698,155 |  |      |  | 7,318,397 |      |  |  | 13,102,767 |  |  |            | 60,199,898  |  |       |  | 214,439,463 |  |  |  | 406,778,680 | 
|                                     |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|                                     |  |      |             |  |      | 
|                                     |  | 2013 |             |  | 2014 |  |           | 2015 |  |  | 2016       |  |  | Thereafter |             |  | Total | 
|2012                                 |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|Loans and borrowings                 |  |      | 754,531     |  |      |  | 4,142,905 |      |  |  | 562,335    |  |  |            | 190,021,619 |  |       |  | 562,416,835 |  |  |  | 757,898,225 | 
|Trade and other payables             |  |      | 14,319,136  |  |      |  |          |      |  |  |           |  |  |            |            |  |       |  |            |  |  |  | 14,319,136  | 
|                                     |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 
|Total 2012                           |  |      | 15,073,667  |  |      |  | 4,142,905 |      |  |  | 562,335    |  |  |            | 190,021,619 |  |       |  | 562,416,835 |  |  |  | 772,217,361 | 
|                                     |  |      |             |  |      |  |           |      |  |  |            |  |  |            |             |  |       |  |             |  |  |  |             | 

(iii) Interest rate risk

As a result of the Group acquiring the Bokoni business during 2009, the Group had secured loan facilities with Standard Chartered Bank plc
(Standard Chartered) and RPM. Standard Chartered provided a loan of $50.7 million (ZAR500 million) and RPM provided a loan of $48.6 million (ZAR480 million) to the Group which was subject to interest rate risk. On
28 April 2011, the Standard Chartered loan was ceded to RPM with revisions to certain terms of the loan including a reduction in the interest rate to 3 month JIBAR plus 4% (9.585% at 31 December 2011) from a 3 month JIBAR plus
applicable margin (4.5%) and mandatory cost (1.27%) (refer to note 18).

The Group previously entered into an interest rate
swap arrangement with Standard Chartered to fix the variable interest rate on $50.7 million (ZAR500 million) of the principal amount of the loan at 14.695% which arrangement was settled on 28 April 2011 with funding obtained from RPM. This
funding has the same terms as the debt ceded to RPM and is also subject to interest rate risk.

On 28 September 2012, Atlatsa entered
into an Amendment and Interim Implementation Agreement pursuant to which Atlatsa implemented the first phase of the broader restructuring, recapitalization and refinancing transaction, which was first announced by Atlatsa in a news release dated
February 2, 2012. The first phase of the Restructure Plan involved an amendment to the terms of the Senior Term Loan Facilities Agreement (now a consolidated facility) dated June 12, 2009 between Plateau, as borrower and RPM, as lender to
increase the total loan facility available by approximately $268.4 million (ZAR2.65 billion). The additional loan proceeds were used to repay the existing OCSF and fund share subscriptions by Plateau into Bokoni Platinum Holdings
Proprietary Limited (Bokoni Holdco) and by Bokoni Holdco into Bokoni Mine (the Share Subscriptions) for the purpose of repayment of certain existing loan facilities by Plateau, Bokoni Holdco and Bokoni Mine.

The interest rate payable on the debt owing has been reduced to an annual effective rate of 5.98% (linked to JIBAR), which was 5.22% at 31
December 2013) compared to 6.27% at the end of Fiscal 2012. These revised loans are also subject to interest rate risk.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The method used in the sensitivity analysis is to assume a change in basis points. A 100 basis point increase in the interest rate at
31 December 2013 on the RPM loans would have changed the profit/(loss) and equity for the year by approximately $1,294,102 (2012: $2,478,813) and a 100 basis point decrease by ($1,276,489) (2012: ($3,694,508)). This analysis assumes that all
other variables remain constant.

(iv) Foreign currency risk

The Group, from time to time, enters into transactions for the purchase of supplies and services denominated in foreign currency. As a result,
the Group is subject to foreign exchange risk from fluctuations in foreign exchange rates. The Group has not entered into any derivative or other financial instruments to mitigate this foreign exchange risk.

Within the Group, certain loans between Group entities amounting to $50.0 million (2012: $50.6 million) are exposed to foreign
exchange fluctuations. The method used in the sensitivity analysis is to assume a change in the $/ZAR exchange rate. The closing ZAR to $ exchange rate for the year ending 31 December 2013 was ZAR9.87 (2012:ZAR8.53). A 10% change in the $/ZAR
exchange rate at 31 December 2013 would have resulted in an increase/decrease of $5.0 million (2012: $5.1 million) in profit/(loss) and equity. The Group has no significant external exposure to foreign exchange risk. All loans and
borrowings are denominated in ZAR (refer note 18).

(v) Commodity price risk

The value of the Groups revenue and resource properties depends on the prices of PGMs and their outlook. The Group does not hedge
its exposure to commodity price risk. PGM prices historically have fluctuated widely and are affected by numerous factors outside of the Groups control, including, but not limited to, industrial and retail demand, forward sales by producers
and speculators, levels of worldwide production, and short-term changes in supply and demand because of hedging activities.

The Group
revenue amounts to $195,621,452 (ZAR1,828,237,870) and is exposed to commodity price fluctuations. The method used in the sensitivity analysis is to assume a change in the 4E basket price. A 10% change in the 4E basket price at 31 December 2013
would have resulted in an increase/decrease of $19.6 million in profit or loss and equity.

(vi) Capital risk management

The primary objective of managing the Groups capital is to ensure that there is sufficient capital available to support the funding and
operating requirements of the Group in a way that optimises the cost of capital, maximizes shareholders returns, matches the current strategic business plan and ensures that the Group remains in a sound financial position.

The Group manages and makes adjustments to the capital structure which consists of debt and equity as and when borrowings mature or when
funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. The Group may also adjust the amount of dividends paid, sell assets to reduce debt or schedule projects to manage the capital structure.
Atlatsas ability to raise new equity in the equity capital markets is subject to the mandatory requirement that Atlatsa Holdings Proprietary Limited (Atlatsa Holdings) (formerly Pelawan Investments Proprietary Limited), its
majority Black Economic Empowerment (BEE ) shareholder, retain a 51% fully diluted shareholding in the Company up until 1 January 2015, as required by covenants given by Atlatsa Holdings and Atlatsa in favour of the Department of
Mineral Resources (DMR), the SARB and Anglo Platinum.

During the year the Group entered into an Advance on concentrate sales
agreement to manage capital risk. (Please refer to liquidity risk section). There were no other changes to the Groups approach to capital management during the year.

(vii) Summary of the carrying value of the Groups financial instruments



|                                          |  |                      |            |  |                                       |  |             | 
|----------------------------------------- |  | -------------------- | ---------- |  | ------------------------------------- |  | ----------- | 
|At 31 December 2013                       |  | Loans andreceivables |            |  | Financialliabilities atamortised cost | 
|Platinum Producers Environmental Trust** |  |                      | 3,292,979  |  |                                       |  |            | 
|Trade and other receivables*              |  |                      | 32,730,150 |  |                                       |  |            | 
|Cash and cash equivalents*                |  |                      | 40,655,103 |  |                                       |  |            | 
|Restricted cash*                          |  |                      | 265,293    |  |                                       |  |            | 
|Loans and borrowings*                     |  |                      |           |  |                                       |  | 187,016,588 | 
|Trade and other payables*                 |  |                      |           |  |                                       |  | 36,923,487  | 
|                                          |  |                      |            |  |                                       |  |             | 



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





|                                          |  |                      |            |  |                                       |  |             | 
|----------------------------------------- |  | -------------------- | ---------- |  | ------------------------------------- |  | ----------- | 
|At 31 December 2012                       |  | Loans andreceivables |            |  | Financialliabilities atamortised cost | 
|Platinum Producers Environmental Trust** |  |                      | 3,250,760  |  |                                       |  |            | 
|Trade and other receivables*              |  |                      | 1,154,526  |  |                                       |  |            | 
|Cash and cash equivalents*                |  |                      | 14,580,886 |  |                                       |  |            | 
|Restricted cash*                          |  |                      | 535,502    |  |                                       |  |            | 
|Loans and borrowings*                     |  |                      | 230,283    |  |                                       |  | 435,791,920 | 
|Trade and other payables*                 |  |                      |           |  |                                       |  | 14,319,136  | 
|                                          |  |                      |            |  |                                       |  |             | 



|* | Not measured at fair value and carrying amount is a reasonable approximation of the fair value due to the short-term to maturity.
|- | ---------------------------------------------------------------------------------------------------------------------------------

|** | Not measured at fair value and the carrying amount is a reasonable approximation of fair value due to this being cash deposits.
|-- | -------------------------------------------------------------------------------------------------------------------------------

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including
their levels in the fair value hierarchy. It does not include the fair value information for financial assets and financial liabilities not measured at fair value, if the carrying value is a reasonable approximation of the fair value.



|                     |  |               |             |  |                     |  |             |               |  |  |                     |  |  |  |             | 
|-------------------- |  | ------------- | ----------- |  | ------------------- |  | ----------- | ------------- |  |  | ------------------- |  |  |  | ----------- | 
|                     |  | 2013          |             |  | 2012                | 
|                     |  | Carryingvalue |             |  | Fair value(level 2) |  |             | Carryingvalue |  |  | Fair value(level 2) | 
|Loans and borrowings |  |               | 187,016,588 |  |                     |  | 187,016,588 |               |  |  | 435,791,920         |  |  |  | 435,791,920 | 
|                     |  |               |             |  |                     |  |             |               |  |  |                     |  |  |  |             | 

The carrying amount of loans and borrowings approximate fair value, as the loans were recognized at fair value
on the 28 September 2012 and subsequently adjusted for all changes in drawdowns.

The contractual value of the loans and borrowings
(financial liabilities at amortised cost) at 31 December 2013 was $225,463,195 (ZAR2,225,697,880) (2012:$ 554,659,611 (ZAR4,732,590,541)).



| | (a) | Valuation techniques and unobservable inputs:
| | --- | ---------------------------------------------

The following table shows the valuation techniques used in measuring level 2 fair values, as well as the significant
unobservable input used:



|                     |  |                       |  |                                
|-------------------- |  | --------------------- |  | -------------------------------
|Type                 |  | Valuation technique   |  | Significant unobservable inputs
|Loans and borrowings |  | Discounted cash flows |  | Not applicable                 



| | (b) | Key assumptions:
| | --- | ----------------



| |  |  | JIBAR rates changing per quarter
| | - |  | --------------------------------



| |  |  | Cash flow assumption changes per quarter
| | - |  | ----------------------------------------



| |  |  | Drawdowns made in the quarter
| | - |  | -----------------------------



143



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



7. PROPERTY, PLANT AND EQUIPMENT

Summary



|                                               |  |      |              |   |      |  |             |  
|---------------------------------------------- |  | ---- | ------------ | - | ---- |  | ----------- | -
|                                               |  | 2013 |              |   | 2012 | 
|Cost                                           |  |      |              |   |      |  |             |  
|Balance at beginning of year                   |  |      | 856,549,652  |   |      |  | 876,764,628 |  
|Additions                                      |  |      | 278,200      |   |      |  | 2,563       |  
|Transferred from capital work-in-progress      |  |      | 41,942,185   |   |      |  | 40,632,355  |  
|Disposals                                      |  |      | (2,982,768   | ) |      |  | (934        | )
|Adjustment to rehabilitation assets            |  |      | 2,697,102    |   |      |  | 1,391,080   |  
|Effect of translation                          |  |      | (118,438,167 | ) |      |  | (62,240,040 | )
|                                               |  |      |              |   |      |  |             |  
|Closing Balance                                |  |      | 780,046,204  |   |      |  | 856,549,652 |  
|                                               |  |      |              |   |      |  |             |  
|Accumulated depreciation and impairment losses |  |      |              |   |      |  |             |  
|Balance at beginning of year                   |  |      | 108,092,747  |   |      |  | 77,840,208  |  
|Depreciation for the year                      |  |      | 39,397,747   |   |      |  | 37,091,152  |  
|Disposals                                      |  |      | (1,964,190   | ) |      |  | (353        | )
|Effect of translation                          |  |      | (16,658,582  | ) |      |  | (6,838,260  | )
|                                               |  |      |              |   |      |  |             |  
|Closing Balance                                |  |      | 128,867,722  |   |      |  | 108,092,747 |  
|                                               |  |      |              |   |      |  |             |  
|Carrying value                                 |  |      | 651,178,482  |   |      |  | 748,456,905 |  
|                                               |  |      |              |   |      |  |             |  



|                                               |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|---------------------------------------------- |  | ----- | ------------ | - | ---------------------------------- |  | ----------- | ------------------ |  |  | ----------- | - |  | ------------- | ---------- | - | -------------------- |  | --------- | - |  |  | ------- | -
|2013                                           |  | Total |              |   | MiningDevelopmentandInfrastructure |  |             | Plant andEquipment |  |  | Buildings   |   |  | MotorVehicles |            |   | FurnitureandFittings | 
|Cost                                           |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Balance at beginning of year                   |  |       | 856,549,652  |   |                                    |  | 708,159,785 |                    |  |  | 97,125,875  |   |  |               | 46,689,356 |   |                      |  | 4,023,134 |   |  |  | 551,502 |  
|Transfer between classes                       |  |       |             |   |                                    |  | 132,671     |                    |  |  | (132,671    | ) |  |               |           |   |                      |  |          |   |  |  |        |  
|Additions                                      |  |       | 278,200      |   |                                    |  | 278,200     |                    |  |  |            |   |  |               |           |   |                      |  |          |   |  |  |        |  
|Transferred from capital work-in-progress      |  |       | 41,942,185   |   |                                    |  | 37,291,369  |                    |  |  | 3,209,728   |   |  |               | 378,776    |   |                      |  | 1,037,835 |   |  |  | 24,477  |  
|Disposals                                      |  |       | (2,982,768   | ) |                                    |  | (2,547,828  | )                  |  |  | (80,094     | ) |  |               | (49,299    | ) |                      |  | (305,547  | ) |  |  |        |  
|Adjustment to rehabilitation assets            |  |       | 2,697,102    |   |                                    |  | 2,697,102   |                    |  |  |            |   |  |               |           |   |                      |  |          |   |  |  |        |  
|Effect of translation                          |  |       | (118,438,167 | ) |                                    |  | (98,082,194 | )                  |  |  | (13,343,352 | ) |  |               | (6,351,687 | ) |                      |  | (584,811  | ) |  |  | (76,123 | )
|                                               |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Closing Balance                                |  |       | 780,046,204  |   |                                    |  | 647,929,105 |                    |  |  | 86,779,486  |   |  |               | 40,667,146 |   |                      |  | 4,170,611 |   |  |  | 499,856 |  
|                                               |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Accumulated depreciation and impairment losses |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Balance at beginning of year                   |  |       | 108,092,747  |   |                                    |  | 86,442,543  |                    |  |  | 13,145,963  |   |  |               | 5,239,931  |   |                      |  | 2,788,850 |   |  |  | 475,460 |  
|Transfer between classes                       |  |       |             |   |                                    |  | 121,611     |                    |  |  | (121,611    | ) |  |               |           |   |                      |  |          |   |  |  |        |  
|Depreciation for the year                      |  |       | 39,397,747   |   |                                    |  | 30,318,959  |                    |  |  | 5,924,448   |   |  |               | 2,399,196  |   |                      |  | 736,195   |   |  |  | 18,949  |  
|Disposals                                      |  |       | (1,964,190   | ) |                                    |  | (1,694,392  | )                  |  |  | (51,125     | ) |  |               | (2,876     | ) |                      |  | (215,797  | ) |  |  |        |  
|Effect of translation                          |  |       | (16,658,582  | ) |                                    |  | (13,252,132 | )                  |  |  | (2,096,333  | ) |  |               | (838,531   | ) |                      |  | (406,072  | ) |  |  | (65,514 | )
|                                               |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Closing Balance                                |  |       | 128,867,722  |   |                                    |  | 101,936,589 |                    |  |  | 16,801,342  |   |  |               | 6,797,720  |   |                      |  | 2,903,176 |   |  |  | 428,895 |  
|                                               |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Carrying Value                                 |  |       | 651,178,482  |   |                                    |  | 545,992,516 |                    |  |  | 69,978,144  |   |  |               | 33,869,426 |   |                      |  | 1,267,435 |   |  |  | 70,961  |  
|                                               |  |       |              |   |                                    |  |             |                    |  |  |             |   |  |               |            |   |                      |  |           |   |  |  |         |  



144



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





|                                               |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|---------------------------------------------- |  | ----- | ----------- | - | ---------------------------------- |  | ----------- | ------------------ |  |  | ---------- | - |  | ------------- | ---------- | - | -------------------- |  | --------- | - |  |  | ------- | -
|2012                                           |  | Total |             |   | MiningDevelopmentandInfrastructure |  |             | Plant andEquipment |  |  | Buildings  |   |  | MotorVehicles |            |   | FurnitureandFittings | 
|Cost                                           |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Balance at beginning of year                   |  |       | 876,764,628 |   |                                    |  | 723,436,727 |                    |  |  | 99,012,259 |   |  |               | 50,028,250 |   |                      |  | 3,708,511 |   |  |  | 578,881 |  
|Additions                                      |  |       | 2,563       |   |                                    |  |            |                    |  |  |           |   |  |               |           |   |                      |  |          |   |  |  | 2,563   |  
|Transferred from capital work-in-progress      |  |       | 40,632,355  |   |                                    |  | 34,744,984  |                    |  |  | 5,158,567  |   |  |               | 123,021    |   |                      |  | 595,206   |   |  |  | 10,577  |  
|Disposals                                      |  |       | (934        | ) |                                    |  |            |                    |  |  |           |   |  |               |           |   |                      |  | (934      | ) |  |  |        |  
|Adjustment to rehabilitation assets            |  |       | 1,391,080   |   |                                    |  | 1,391,080   |                    |  |  |           |   |  |               |           |   |                      |  |          |   |  |  |        |  
|Effect of translation                          |  |       | (62,240,040 | ) |                                    |  | (51,413,006 | )                  |  |  | (7,044,951 | ) |  |               | (3,461,915 | ) |                      |  | (279,649  | ) |  |  | (40,519 | )
|                                               |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Closing Balance                                |  |       | 856,549,652 |   |                                    |  | 708,159,785 |                    |  |  | 97,125,875 |   |  |               | 46,689,356 |   |                      |  | 4,023,134 |   |  |  | 551,502 |  
|                                               |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Accumulated depreciation and impairment losses |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Balance at beginning of year                   |  |       | 77,840,208  |   |                                    |  | 64,473,077  |                    |  |  | 7,812,645  |   |  |               | 2,941,882  |   |                      |  | 2,198,682 |   |  |  | 413,922 |  
|Depreciation for the year                      |  |       | 37,091,152  |   |                                    |  | 27,506,955  |                    |  |  | 6,113,731  |   |  |               | 2,603,784  |   |                      |  | 772,849   |   |  |  | 93,833  |  
|Disposals                                      |  |       | (353        | ) |                                    |  |            |                    |  |  |           |   |  |               |           |   |                      |  | (353      | ) |  |  |        |  
|Effect of translation                          |  |       | (6,838,260  | ) |                                    |  | (5,537,489  | )                  |  |  | (780,413   | ) |  |               | (305,735   | ) |                      |  | (182,328  | ) |  |  | (32,295 | )
|                                               |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Closing Balance                                |  |       | 108,092,747 |   |                                    |  | 86,442,543  |                    |  |  | 13,145,963 |   |  |               | 5,239,931  |   |                      |  | 2,788,850 |   |  |  | 475,460 |  
|                                               |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  
|Carrying Value                                 |  |       | 748,456,905 |   |                                    |  | 621,717,242 |                    |  |  | 83,979,912 |   |  |               | 41,449,425 |   |                      |  | 1,234,284 |   |  |  | 76,042  |  
|                                               |  |       |             |   |                                    |  |             |                    |  |  |            |   |  |               |            |   |                      |  |           |   |  |  |         |  

The recoverable amount of mining assets and goodwill reviewed for impairment is determined based on
value-in-use calculations. All mining assets and goodwill are allocated to one cash-generating-unit (CGU). Key assumptions relating to this valuation include the discount rate and cash flows used to determine the value-in-use. Future
cash flows are estimated based on financial budgets approved by management which is based on the mines life-of-mine plan. Management determines the expected performance of the mine based on past performance and its expectations of market
developments which are incorporated into a life-of-mine plan.

Key assumptions used in the value-in-use calculation of the impairment
assessment of mining assets were the following:



| |  |  | Life-of-mine  39 years (2012: 31 years)
| | - |  | ----------------------------------------



| |  |  | South African real discount rate  10.97% (2012: 9.64%)
| | - |  | -------------------------------------------------------



| |  |  | Range of PGM prices  based on market expectations. Initial price of US$1,551/oz (2012: US$1,735/oz) for platinum in 2014.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Range of ZAR/US$ exchange rates  based on market expectations. Initial exchange rate of ZAR9.44/US$ used in 2014
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Production of 4E ounces starts at 214,245 (2012: 197,101) ounces in 2014, building up to 374,327 (2012: 412,000) ounces in 2029 and gradually
scales down towards the end of the life of mine.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sensitivity analysis:
| | - |  | ---------------------



|                     |  |      |       |   |     |  |         |               |  |  |         |  |  |  |           | 
|-------------------- |  | ---- | ----- | - | --- |  | ------- | ------------- |  |  | ------- |  |  |  | --------- | 
|Sensitivity Analysis |  | WACC |       |   | 90% |  |         | 100%(BaseNPV) |  |  | 110%    | 
|Price (4E basket)    |  |      | 10.97 | % |     |  | 567,505 |               |  |  | 819,389 |  |  |  | 1,066,467 | 
|Production           |  |      | 10.97 | % |     |  | 674,074 |               |  |  | 819,389 |  |  |  | 963,658   | 
|Operating Cost       |  |      | 10.97 | % |     |  | 922,920 |               |  |  | 819,389 |  |  |  | 714,087   | 
|WACC                 |  |      | 10.97 | % |     |  | 961,912 |               |  |  | 819,389 |  |  |  | 703,458   | 
|Capital              |  |      | 10.97 | % |     |  | 839,532 |               |  |  | 819,389 |  |  |  | 799,194   | 



145



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



8. CAPITAL WORK-IN-PROGRESS

Capital
work-in-progress consists of mine development and infrastructure costs relating to the Bokoni Mine and will be transferred to property, plant and equipment when the relevant projects are commissioned.



|                                          |  |      |             |   |      |  |             |  
|----------------------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|                                          |  | 2013 |             |   | 2012 | 
|Balance at beginning of year              |  |      | 20,027,764  |   |      |  | 20,826,290  |  
|Additions                                 |  |      | 50,987,358  |   |      |  | 38,917,145  |  
|Transfer to property, plant and equipment |  |      | (41,942,185 | ) |      |  | (40,632,355 | )
|Capitalisation of borrowing costs         |  |      | 1,502,507   |   |      |  | 2,382,069   |  
|Effect of translation                     |  |      | (3,278,963  | ) |      |  | (1,465,385  | )
|                                          |  |      |             |   |      |  |             |  
|                                          |  |      | 27,296,481  |   |      |  | 20,027,764  |  
|                                          |  |      |             |   |      |  |             |  

Capital work-in-progress is funded through cash generated from operations and available loan facilities (refer
note 18).

9. OTHER INTANGIBLE ASSETS



|                                               |  |      |           |   |      |  |           |  
|---------------------------------------------- |  | ---- | --------- | - | ---- |  | --------- | -
|Cost                                           |  | 2013 |           |   | 2012 | 
|Balance at beginning of year                   |  |      | 2,898,047 |   |      |  | 3,113,175 |  
|Additions                                      |  |      |          |   |      |  |          |  
|Effect of translation                          |  |      | (393,165  | ) |      |  | (215,128  | )
|                                               |  |      |           |   |      |  |           |  
|Balance at end of year                         |  |      | 2,504,882 |   |      |  | 2,898,047 |  
|                                               |  |      |           |   |      |  |           |  
|Accumulated amortisation and impairment losses |  |      |           |   |      |  |           |  
|Balance at beginning of year                   |  |      | 2,096,119 |   |      |  | 1,217,970 |  
|Amortisation for the year                      |  |      | 387,422   |   |      |  | 1,001,726 |  
|Effect of translation                          |  |      | (305,009  | ) |      |  | (123,577  | )
|                                               |  |      |           |   |      |  |           |  
|Balance at end of year                         |  |      | 2,178,532 |   |      |  | 2,096,119 |  
|                                               |  |      |           |   |      |  |           |  
|Carrying value                                 |  |      | 326,350   |   |      |  | 801,928   |  
|                                               |  |      |           |   |      |  |           |  

The intangible asset relates to the implementation of a SAP system throughout the Group during 2011. The asset
is amortised on a straight line basis over ten years.

Change in estimate

On 31 May 2013, management assessed the remaining useful life of the SAP system and identified that the remaining useful life on
31 May 2013 was 10 years.

 this was done to bring the period over which the SAP system is amortised in line with the actual
remaining useful life over which the SAP system will be used.

 the remaining useful life at the beginning of the year was therefore
10 years and 5 months.

The change in useful life of the SAP system had the following impact on amortisation, included in Cost of Sales:



|                                    |  |      |          |   |       |  |         | 
|----------------------------------- |  | ---- | -------- | - | ----- |  | ------- | 
|                                    |  | 2013 |          |   | Later | 
|(Decrease)/increase in Amortisation |  |      | (326,350 | ) |       |  | 326,350 | 



146



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



It is impractical to determine what the difference in future periods will be, as we do not know what the future exchange rates will be and
therefore cannot determine the split between amortisation and exchange rate differences.

10. MINERAL PROPERTY INTERESTS



|                                    |  |      |            |   |      |  |            |  
|----------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | -
|                                    |  | 2013 |            |   | 2012 | 
|Balance at beginning of year        |  |      | 11,903,918 |   |      |  | 12,370,437 |  
|Mineral property interests sold     |  |      | (3,449,797 | ) |      |  |           |  
|Effect of translation               |  |      | (841,678   | ) |      |  | (466,519   | )
|                                    |  |      |            |   |      |  |            |  
|                                    |  |      | 7,612,443  |   |      |  | 11,903,918 |  
|Assets classified as held for sale: |  |      |            |   |      |  |            |  
|Ga-Phasha                           |  |      |           |   |      |  | (3,836,670 | )
|Boikgantsho                         |  |      |           |   |      |  | (30,589    | )
|                                    |  |      |            |   |      |  |            |  
|                                    |  |      |           |   |      |  | (3,867,259 | )
|                                    |  |      |            |   |      |  |            |  
|                                    |  |      | 7,612,443  |   |      |  | 8,036,659  |  
|                                    |  |      |            |   |      |  |            |  

The Groups mineral property interest consists of various early stage exploration projects as detailed
below:

Ga-Phasha

The mineral title
relating to the Ga-Phasha Project was held by Ga-Pasha Platinum Mines Proprietary Limited

On 13 December 2013, the Company sold two
(Paschaskraal and De Kamp) of the four farms in GPM to RPM as part of the refinancing and restructuring plan of the Group and Klipfontein and Avoca were incorporated into Bokoni Mine .

Platreef

As of 1 July 2009, the
Group holds an effective 51% in Platreef properties located on the Northern Limb of the Bushveld Igneous Complex (BIC) in South Africa. The Group has received conversion to new order prospecting rights in respect of all Platreef mineral
properties.

Boikgantsho

As of
1 July 2009, the Boikgantsho joint venture agreements terminated and Boikgantsho Platinum Mine Proprietary Limited (BPM), a private company incorporated under the laws of South Africa, a wholly-owned subsidiary of Bokoni Holdco,
acquired the interest in and assets relating to the Boikgantsho Project (Boikgantsho Project).

On 13 December 2013, the
Company sold the BPM mineral assets to RPM as part of the refinancing and restructuring plan of the Group.

Kwanda

As of 1 July 2009, the Kwanda joint venture agreements terminated and Kwanda Platinum Mine Proprietary Limited, a private company
incorporated under the laws of South Africa, a wholly-owned subsidiary of Bokoni Holdco, acquired the interest in assets relating to the Kwanda Project (Kwanda Project). Atlatsa owns an effective 51% interest in this project. The Group
received conversion to new order prospecting rights for the Kwanda North and Kwanda South properties.

Rietfontein

The Group has entered into a settlement agreement (the Agreement) effective 11 December 2009 with Ivanhoe Nickel &
Platinum Ltd. (Ivanplats) to replace and supersede the 2001 agreement relating to the Rietfontein property located on the Northern Limb of the BIC. The Agreement settles the arbitration process relating to disagreements with respect to
the exploration activities undertaken at the Rietfontein property. Salient terms of the new Agreement are as follows:



| |  |  | Both parties abandon their respective claims under dispute forming the subject matter of arbitration.
| | - |  | -----------------------------------------------------------------------------------------------------



147



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##### Table of Contents

ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





| |  |  | The existing joint operation (JO) between the parties is amended such that the current Rietfontein JO is extended to incorporate a
defined area of Ivanplats adjacent Turfspruit mineral property. Both parties retain their existing prospecting rights in respect of mineral properties in their own names but make these rights and technical information available to the extended
JO (the Extended JO).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Atlatsa will be entitled to appoint a member to the Extended JO technical committee and all technical programmes going forward will be carried out
with input from Atlatsa.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Atlatsa is awarded a 6% free carried interest in the Extended JO, provided that the Extended JO contemplates an open pit mining operation,
incorporating the Rietfontein mineral property. Atlatsa has no financial obligations under the Extended JO terms and Ivanplats is required to fund the entire exploration programme to feasibility study with no financial recourse to Atlatsa. On
delivery of the feasibility study, Atlatsa may elect to either:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Retain a participating interest of 6% in the Extended JO and finance its pro rata share of the project development going forward; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | - | Relinquish its participating interest of 6% in the Extended JO in consideration for a 5% net smelter return royalty in respect of mineral
products extracted from those areas of the Rietfontein mineral property forming part of the Extended JO mineral properties.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.
GOODWILL



|                                 |  |      |            |   |      |  |            |  
|-------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | -
|                                 |  | 2013 |            |   | 2012 | 
|Balance at beginning of the year |  |      | 10,234,394 |   |      |  | 10,994,115 |  
|Effect of translation            |  |      | (1,388,454 | ) |      |  | (759,721   | )
|                                 |  |      |            |   |      |  |            |  
|                                 |  |      | 8,845,940  |   |      |  | 10,234,394 |  
|                                 |  |      |            |   |      |  |            |  

For impairment considerations, refer note 7. The goodwill relates to the acquisition of Bokoni Mine.

12. PLATINUM PRODUCERS ENVIRONMENTAL TRUST

The Group contributes to the Platinum Producers Environmental Trust annually. The Trust was created to fund the estimated cost of
pollution control, rehabilitation and mine closure at the end of the lives of the Groups mines. Contributions are determined on the basis of the estimated environmental obligation over the life of a mine. The Groups share of the cash
deposits made is reflected in non-current cash deposits held by Platinum Producers Environmental Trust.



|                              |  |  |           |   |  |  |           |  
|----------------------------- |  |  | --------- | - |  |  | --------- | -
|Opening balance               |  |  | 3,250,760 |   |  |  | 2,928,591 |  
|Contributions                 |  |  | 431,999   |   |  |  | 461,681   |  
|Growth in environmental trust |  |  | 78,427    |   |  |  | 85,312    |  
|Effect of translation         |  |  | (468,207  | ) |  |  | (223,825  | )
|                              |  |  |           |   |  |  |           |  
|Closing balance               |  |  | 3,292,979 |   |  |  | 3,250,760 |  
|                              |  |  |           |   |  |  |           |  

The non-current cash deposits are restricted in use as it is to be used exclusively for pollution control,
rehabilitation and mine closure at the end of lives of the Groups mines. Any shortfall is covered by RPM guarantee.

13. INVENTORIES



|                            |  |  |         |  |  |  |         | 
|--------------------------- |  |  | ------- |  |  |  | ------- | 
|Consumables and concentrate |  |  | 373,698 |  |  |  | 769,447 | 
|                            |  |  |         |  |  |  |         | 



14. TRADE AND OTHER RECEIVABLES



|                        |  |      |            |  |      |  |           | 
|----------------------- |  | ---- | ---------- |  | ---- |  | --------- | 
|Financial assets        |  | 2013 |            |  | 2012 | 
|Trade receivables       |  |      | 31,300,081 |  |      |  | 913,558   | 
|Other trade receivables |  |      | 1,430,069  |  |      |  | 240,968   | 
|                        |  |      |            |  |      |  |           | 
|                        |  |      | 32,730,150 |  |      |  | 1,154,526 | 
|Non-financial assets    |  |      |            |  |      |  |           | 
|Prepayments             |  |      | 1,046,385  |  |      |  | 1,213,925 | 
|Lease debtor            |  |      | 2,330      |  |      |  |          | 
|Value added tax         |  |      | 3,234      |  |      |  | 564,953   | 
|Employee receivables    |  |      |           |  |      |  | 337,901   | 
|Other receivables       |  |      |           |  |      |  | 1,095     | 
|                        |  |      |            |  |      |  |           | 
|                        |  |      | 33,782,099 |  |      |  | 3,272,400 | 
|                        |  |      |            |  |      |  |           | 



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The Group has one major customer with an outstanding account within the agreed payment terms. As a result, no allowance for impairment losses
has been recognised.

15. CASH AND CASH EQUIVALENTS



|              |  |  |            |  |  |  |            | 
|------------- |  |  | ---------- |  |  |  | ---------- | 
|Bank balances |  |  | 40,655,103 |  |  |  | 14,530,030 | 
|Cash on hand  |  |  |           |  |  |  | 50,856     | 
|              |  |  |            |  |  |  |            | 
|              |  |  | 40,655,103 |  |  |  | 14,580,886 | 
|              |  |  |            |  |  |  |            | 

16. RESTRICTED CASH



|                             |  |  |         |  |  |  |         | 
|---------------------------- |  |  | ------- |  |  |  | ------- | 
|Restricted cash  ESOP Trust |  |  | 265,293 |  |  |  | 535,502 | 
|                             |  |  |         |  |  |  |         | 

Restricted cash consist of cash and cash equivalents held by the Bokoni Platinum Mine ESOP Trust, which is not
available to fund operations.

During the year, there were distributions to beneficiaries in terms of the trust deed to the value of
$219,356 (ZAR2,036,732) (2012: $nil).

17. SHARE CAPITAL

Authorised and issued



|                                                        |  |                  |             |  |  |  |             | 
|------------------------------------------------------- |  | ---------------- | ----------- |  |  |  | ----------- | 
|                                                        |  | Number of shares |            
|Common shares with no par value                         |  |                  | 201,888,472 |  |  |  | 201,888,472 | 
|B2 Convertible Preference shares of $0.1481 (ZAR1) each |  |                  | 115,800     |  |  |  | 115,800     | 
|B3 Convertible Preference shares of $0.1481 (ZAR1) each |  |                  | 111,600     |  |  |  | 111,600     | 

The Companys authorised share capital consists of an unlimited number of common shares without par
value. During 2009 cumulative convertible B preference shares were issued to facilitate the acquisition of the 51% shareholding in Bokoni Holdco.

Share capital



|                  |  |  |            |   |  |  |            |  
|----------------- |  |  | ---------- | - |  |  | ---------- | -
|Share capital     |  |  | 74,150,116 |   |  |  | 74,150,116 |  
|Share issue costs |  |  | (2,183,033 | ) |  |  | (2,183,033 | )
|                  |  |  |            |   |  |  |            |  
|                  |  |  | 71,967,083 |   |  |  | 71,967,083 |  
|                  |  |  |            |   |  |  |            |  
|Treasury shares   |  |  | 4,991,726  |   |  |  | 4,991,726  |  
|                  |  |  |            |   |  |  |            |  

Treasury shares relate to shares held by the ESOP Trust in Atlatsa, which is consolidated by the Group.



|                                 |  |      |             |  |      |  |             | 
|-------------------------------- |  | ---- | ----------- |  | ---- |  | ----------- | 
|Convertible Preference shares    |  | 2013 |             |  | 2012 | 
|B2 Convertible Preference shares |  |      | 17,150      |  |      |  | 17,150      | 
|B3 Convertible Preference shares |  |      | 16,528      |  |      |  | 16,528      | 
|Share premium                    |  |      | 162,876,322 |  |      |  | 162,876,322 | 
|                                 |  |      |             |  |      |  |             | 
|                                 |  |      | 162,910,000 |  |      |  | 162,910,000 | 
|                                 |  |      |             |  |      |  |             | 

$162.9 million (ZAR 1.1 billion) was raised through share-settled financing with the issue of
cumulative mandatory convertible B preference shares (B Prefs) to RPM and a subsidiary of Atlatsa Holdings to finance the 51% acquisition in Bokoni Holdco on 1 July 2009. The final effects of the share settled financing
will result in RPM receiving a fixed number of 115.8 million common shares of Atlatsa and Atlatsa Holdings, Atlatsas controlling shareholder, receiving a fixed number of 111.6 million common shares.



149



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



These preference shares are convertible upon the earlier of the date of receipt of a conversion notice from RPM and 1 July 2018.

A dividend will be declared on the last business day immediately prior to the conversion date, in terms of a formula set out in the preference
share subscription agreement.

On 14 January 2014, these shares were converted as a result of the Groups refinancing and
restructuring plan. Refer note 37 for details.

18. LOANS AND BORROWINGS



|                                               |  |  |             |   |  |  |             |  
|---------------------------------------------- |  |  | ----------- | - |  |  | ----------- | -
|RPM  Working Capital Facility (related party) |  |  | 3,039,000   |   |  |  |            |  
|RPM  Consolidated facility (related party)    |  |  |            |   |  |  | 430,570,710 |  
|RPM  New Senior Debt Facility (related party) |  |  | 176,691,263 |   |  |  |            |  
|RPM  Interest free loan (related party)       |  |  | 2,928,688   |   |  |  | 3,388,374   |  
|RPM  Shareholder loan (related party)         |  |  | 3,267,477   |   |  |  |            |  
|Other                                          |  |  | 1,090,160   |   |  |  | 1,832,836   |  
|                                               |  |  |             |   |  |  |             |  
|                                               |  |  | 187,016,588 |   |  |  | 435,791,920 |  
|Short-term portion                             |  |  |             |   |  |  |             |  
|RPM  New Senior Debt Facility (related party) |  |  | (75,975,000 | ) |  |  |            |  
|Other                                          |  |  | (721,367    | ) |  |  | (823,731    | )
|                                               |  |  |             |   |  |  |             |  
|                                               |  |  | (76,696,367 | ) |  |  | (823,731    | )
|                                               |  |  |             |   |  |  |             |  
|Non-current liabilities                        |  |  | 110,320,221 |   |  |  | 434,968,189 |  
|                                               |  |  |             |   |  |  |             |  

The carrying value of the Groups loans and borrowings changed during the year as follows:



|                                                                           |  |      |              |   |      |  |              |  
|-------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------ | -
|                                                                           |  | 2013 |              |   | 2012 | 
|Balance at beginning of the year                                           |  |      | 435,791,920  |   |      |  | 745,552,722  |  
|Loan from RPM  OCSF                                                       |  |      |             |   |      |  | 72,872,141   |  
|Loan from RPM  Consolidated Facility                                      |  |      | 68,921,455   |   |      |  |             |  
|Loan repaid  RPM                                                          |  |      | (620,494,506 | ) |      |  | (111,307,515 | )
|Loan from RPM  Transaction Cost Facility                                  |  |      | 749,000      |   |      |  |             |  
|Loan repaid  Transaction Cost Facility                                    |  |      | (769,223     | ) |      |  |             |  
|Loans repaid  other                                                       |  |      | (695,785     | ) |      |  | (1,048,243   | )
|Loan from RPM  New Senior Debt Facility                                   |  |      | 237,770,925  |   |      |  |             |  
|Loan from RPM  Working Capital Facility                                   |  |      | 3,194,816    |   |      |  |             |  
|Loan from RPM  Shareholder loan                                           |  |      | 3,451,333    |   |      |  |             |  
|Commitment fee capitalised                                                 |  |      |             |   |      |  | (82,457      | )
|Finance expenses accrued                                                   |  |      | 57,227,112   |   |      |  | 84,546,911   |  
|Funding loan raised  RPM (related party)                                  |  |      |             |   |      |  | 315,612,211  |  
|Redemption of A Preference shares                                          |  |      |             |   |      |  | (401,782,311 | )
|Commitment fee liability                                                   |  |      |             |   |      |  | 82,457       |  
|De-recognition of OCSF and Senior funding loan                             |  |      |             |   |      |  | (682,365,807 | )
|Recognition of consolidated facility                                       |  |      |             |   |      |  | 682,365,807  |  
|Fair value loss/(gain) on additional draw downs of Consolidated Facility   |  |      | (25,900,282  | ) |      |  |             |  
|AG8 adjustments on Consolidated Facility                                   |  |      | (8,512,338   | ) |      |  | (215,470,758 | )
|Derecognition of facility at a Bokoni Holdco and Plateau level             |  |      | 133,100,219  |   |      |  |             |  
|Fair value loss/(gain) on recognition of New Senior Debt Facility          |  |      | (51,586,902  | ) |      |  |             |  
|Fair value loss/(gain) on additional draw down of New Senior Debt Facility |  |      | (748,112     | ) |      |  |             |  
|Effect of translation                                                      |  |      | (44,482,992  | ) |      |  | (53,183,238  | )
|                                                                           |  |      |              |   |      |  |              |  
|Balance at end of the year                                                 |  |      | 187,016,588  |   |      |  | 435,791,920  |  
|Short-term portion                                                         |  |      |              |  
|RPM  New Senior Debt Facility                                             |  |      | (75,975,000  | ) |      |  |             |  
|Other                                                                      |  |      | (721,367     | ) |      |  | (823,731     | )
|                                                                           |  |      |              |   |      |  |              |  
|                                                                           |  |      | (76,696,367  | ) |      |  | (823,731     | )
|                                                                           |  |      |              |   |      |  |              |  
|Non-current portion                                                        |  |      | 110,320,221  |   |      |  | 434,928,189  |  
|                                                                           |  |      |              |   |      |  |              |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The fair value adjustments of the consolidated facility and New Senior Debt facility and subsequent adjustments are made up of the following:



|                                                                  |  |  |             |   |  |  |              |  
|----------------------------------------------------------------- |  |  | ----------- | - |  |  | ------------ | -
|Fair Value gain  owners of the company                           |  |  | (60,614,173 | ) |  |  | (102,291,808 | )
|Fair value (gain)/loss  Non-controlling interest (refer note 24) |  |  | (17,621,123 | ) |  |  | (127,814,103 | )
|Subsequent adjustments (refer note 24)                            |  |  | 129,159,136 |   |  |  | 14,635,153   |  
|                                                                  |  |  |             |   |  |  |              |  
|                                                                  |  |  | 50,923,840  |   |  |  | (215,470,758 | )
|                                                                  |  |  |             |   |  |  |              |  

The terms and conditions for the outstanding borrowings at 31 December 2013 are as follows:

Senior Term Loan Facility (subsequently recognised as part of the Consolidated facility)

On 28 April 2011, the Senior Term Loan Facility with Standard Chartered Bank (SCB) and FirstRand Bank acting through its
division, Rand Merchant Bank (RMB) was ceded to Anglo Platinum through its subsidiary, RPM. The outstanding interest rate swap was settled with funding obtained from RPM.

The debt ceded to RPM had similar terms as the Senior Term Loan Facility except for certain revisions. The revised terms of the loan was a
reduction in the interest rate from a 3 month JIBAR plus applicable margin (4.5%) and mandatory cost (11.735% at 31 December 2010) to 3 month JIBAR plus 4% (9.575% at 31 December 2011). The total facility had also been
increased from $94.4 million (ZAR750 million) to $117.1 million (ZAR930 million). The commencement of re-payments was then deferred by one year from 31 January 2013 to 31 January 2014.

On 28 September 2012, Atlatsa entered into an Amendment and Interim Implementation Agreement pursuant to which Atlatsa implemented the
first phase of the broader restructuring, recapitalization and refinancing transaction, which was first announced by Atlatsa in a news release dated 2 February 2012.

The first phase of the Restructure Plan involved an amendment to the terms of the Senior Term Loan Facilities Agreement (now a consolidated
facility) dated 12 June 2009 between Plateau, as borrower and RPM, as lender to increase the total loan facility available by approximately $268.4 million (ZAR2.65 billion). The additional loan proceeds were used to repay the existing OCSF
and fund share subscriptions by Plateau into Bokoni Holdco and by Bokoni Holdco into Bokoni Mine (the Share Subscriptions) for the purpose of repayment of certain existing loan facilities by Plateau, Bokoni Holdco and Bokoni Mine.

The interest rate payable on the debt owing was reduced to an annual effective rate of 6.27% (linked to the 3-month JIBAR) from the current
effective rate of 12.31%. Due to the significant change in the terms of the loan, the Senior Term Loan Facility was derecognised and a new loan recognised at fair value  the Consolidated facility.

On 27 March 2013, as part of Phase Two of the Restructure Plan, RPM agreed to make additional facilities available to the Company when,
amongst other things, the conditions precedent to such draw downs were met. Due to the delay in the conditions precedent being met, on 28 May 2013, the parties signed an Amendment Agreement, making available $21.8 million
(ZAR215.7 million) of the additional facilities.

On 12 December 2013, the conditions precedent were met and on 13 December
2013, the Consolidated facility was repaid and the additional facilities were made available under the New Senior Debt Facility. The repayment terms of the New Senior Debt Facility include quarterly cash sweeps when cash is available with the debt
to be reduced to $101.3 million by 31 December 2018, $50.7 million by 31 December 2019 and fully repaid by 31 December 2020.

The covenants relating to the New Senior Debt Facility were waived by RPM until 31 December 2014.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



RPM  Funding Loans (subsequently recognised as part of the Consolidated facility)

This loan was between RPM and Bokoni Holdco and consisted of the retention of the original RPM loans for an amount of $56.3 million
(ZAR480.3 million)

As a result of the changes to the Senior Term Loan Facility, the commencement of the repayments of the $56.3
million was also deferred by one year from 31 January 2013 to 31 January 2014 and is payable in semi-annual instalments. The unpaid principal balance would bear interest at the interest rate and on the same terms as the revised Senior Term
Loan Facility ceded by SCB to Anglo Platinum. The total facility had also been increased from $84.4 million (ZAR720 million) to $104.7 million (ZAR893 million).

On 28 September 2012, the loan was derecognised as a result of the significant change in the terms of the loan and a new loan was
recognised at fair value  called the Consolidated facility.

RPM  OCSF (subsequently recognised as part of the Consolidated
facility)

Under the Operating Cash flow Shortfall Facility (OCSF), if funds are requested by Bokoni (and authorised
by Bokoni Holdco), RPM shall advance such funds directly to Bokoni. At 31 December 2012, $200.8 million (ZAR1.71 billion) of the available $252.8 million (ZAR2.16 billion) has been advanced by RPM. The remaining facility may
be utilised only for the purposes of operating or capital expenditure cash shortfalls at Bokoni. In addition, RPM has extended the terms of the OCSF facility to fund cash shortfalls up to 31 January 2013.

The OCSF Loan was originally payable in semi-annual instalments starting 31 January 2013 to the extent cash is available after payment of
the Senior Term Facility and the RPM funding loan. The unpaid principal balance on the OCSF will bear interest at a fixed rate of 15.84%, compounded quarterly in arrears. Based on the revised terms on the Senior Facility with RPM, repayment will
also be deferred by one year from 31 January 2013 to 31 January 2014.

On 28 September 2012, the loan was derecognised as a
result of the significant change in the terms of the loan and a new loan was recognised at fair value  called the Consolidated facility

RPM
 New Senior Debt Facility

As at 31 December 2013, the facility under the New Senior Debt Facility is $233 million
(ZAR2,300 million).

On 13 December 2013 with the implementation of Phase II of the Restructure Plan, the Consolidated Facility was
converted to the New Senior debt facility and one of the implementation steps was to make a repayment under the consolidated facility by drawing down on the New Senior Debt facility, to give effect to the revised terms of the facility.

The repayment terms of the New Senior Debt Facility, includes quarterly cash sweeps, when cash is available. Atlatsa will be required to
reduce the New Senior Debt Facility owing to RPM to an outstanding balance (including capitalized interest) of $101.3 million (ZAR1 billion) as at 31 December 2018, and $50.7 million (ZAR500 million) as at 31 December 2019 and
zero at 31 December 2020.

RPM  Working Capital Facility

On 13 December 2013, Plateau and RPM entered into a Working Capital Facility whereby RPM will make a maximum of $3.0 million
(ZAR30 million) per year available to Plateau during each of 2013, 2014 and 2015 for an aggregate facility of $9.1 million (ZAR90 million), including capitalized interest to fund Atlatsas corporate and administrative expenses
through to 2015.

Pursuant to the terms of the Working Capital Facility, interest will be charged on the outstanding amounts of the
Working Capital Facility at a three-month JIBAR plus 4% per annum. The balance of the Working Capital Facility cannot exceed $9.1 million (ZAR90 million) at any time. Atlatsa cannot pay any dividends until the Working Capital Facility
is fully repaid. The Working Capital Facility will be repayable in full by 31 December 2018.

The Company was not entitled to the Working
Capital Facility until, amongst other things, the conditions precedent to implement Phase Two had been met (which were only met on 12 December 2013).

Prior to implementation of Phase Two of the Restructure Plan and as an interim measure pursuant to closing of the Restructure Plan, the
parties agreed to a Transaction Cost Loan Agreement, as signed and implemented on 28 May 2013. A facility of $2.3 million (ZAR22.5 million) was made available under this agreement. The additional facility of $11.1 million
(ZAR110 million) under the Amendment Agreement, implemented on 28 May 2013 was inclusive of the $2.3 million (ZAR22.5 million) provided for under the Transaction Cost Loan Agreement.

As at 30 September 2013 a draw down of $0.7 million (ZAR7 million) was made under the Transaction Cost Loan Agreement. On
13 December 2013 the $0.7 million (ZAR7 million) inclusive of interest was repaid from the draw down on the Working Capital Facility.

Please refer to the going concern note for further information regarding the Working Capital facility.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



RPM  Interest-free loan

This loan
is between RPM and Bokoni Holdco. The loan is interest-free and repayable 12 months and 1 day after requested by RPM.

RPM  Shareholder loan

The treatment of this shareholders loan is to be decided by the Bokoni Holdco Board of Directors as per the Bokoni Holdco
Shareholders Agreement. This loan bears no interest and no repayment terms.

Other

This loan is between Plateau and the Deloitte Mining Shared Service Centre (DMSSC) relating to the financing of the SAP system
(refer note 9). The loan bears interest at prime (8.5% at 31 December 2013) plus 2% and is payable in quarterly instalments starting 31 March 2011.

Security

The Senior Term Loan Facility
was secured through various security instruments, guarantees and undertakings provided by the Group against 51% of the cash flows generated by the Bokoni Mine, together with 51% of the Bokoni Mine asset base. The New Senior Debt Facility is secured
in the same manner as the Senior Term Loan Facility. Refer note 37 for events after the reporting date.

The Groups debt is
denominated in ZAR, which is translated to the presentation currency of the Company.

19. DEFERRED TAX

Deferred tax liabilities and assets on the statement of financial position relate to the following:



|                                                                  |  |      |             |   |      |  |             |  
|----------------------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|                                                                  |  | 2013 |             |   | 2012 | 
|Deferred tax liabilities                                          |  |      |             |   |      |  |             |  
|Property plant and equipment (including capital work-in-progress) |  |      | 191,993,931 |   |      |  | 214,355,251 |  
|Prepayments                                                       |  |      | 275,213     |   |      |  | 289,060     |  
|Environmental trust fund contributions                            |  |      | 756,400     |   |      |  | 742,633     |  
|Fair value gain on consolidated debt facility                     |  |      | 21,966,118  |   |      |  | 20,552,705  |  
|                                                                  |  |      |             |   |      |  |             |  
|Gross deferred tax liability                                      |  |      | 214,991,662 |   |      |  | 235,939,649 |  
|Deferred tax assets                                               |  |      |             |   |      |  |             |  
|Provision for environmental liabilities                           |  |      | (3,108,143  | ) |      |  | (2,740,214  | )
|Unredeemed capital expenditure                                    |  |      | (50,291,274 | ) |      |  | (41,839,861 | )
|Accrual for employee leave liabilities                            |  |      | (1,355,126  | ) |      |  | (1,080,158  | )
|Liability for share-based compensation                            |  |      | (963,445    | ) |      |  | (154,345    | )
|Calculated tax losses                                             |  |      | (43,498,036 | ) |      |  | (47,783,999 | )
|Deferred tax asset not recognised                                 |  |      | 8,743,744   |   |      |  |            |  
|                                                                  |  |      |             |   |      |  |             |  
|Gross deferred tax asset                                          |  |      | (90,472,280 | ) |      |  | (93,598,577 | )
|                                                                  |  |      |             |   |      |  |             |  
|Net deferred tax liability                                        |  |      | 124,519,382 |   |      |  | 142,341,072 |  
|                                                                  |  |      |             |   |      |  |             |  

The movement in the net deferred tax liability recognised in the statement of financial position is as
follows:



|                                                     |  |  |             |   |  |  |             |  
|---------------------------------------------------- |  |  | ----------- | - |  |  | ----------- | -
|Balance at beginning of year                         |  |  | 142,341,072 |   |  |  | 144,032,213 |  
|Current year                                         |  |  | (3,190,180  | ) |  |  | 6,069,415   |  
|Prior year adjustment                                |  |  |            |   |  |  | 2,530,794   |  
|Fair value gain/(loss) recognised directly in equity |  |  | (2,325,969  | ) |  |  | 34,261,529  |  
|Effect of translation                                |  |  | (12,305,606 | ) |  |  | (44,552,879 | )
|                                                     |  |  |             |   |  |  |             |  
|                                                     |  |  | 124,519,382 |   |  |  | 142,341,072 |  
|                                                     |  |  |             |   |  |  |             |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



As at 31 December the Group had not recognised the following net deferred tax assets:



|                                            |  |      |             |   |      |  |            |  
|------------------------------------------- |  | ---- | ----------- | - | ---- |  | ---------- | -
|                                            |  | 2013 |             |   | 2012 | 
|Deferred tax assets                         |  |      | (35,527,483 | ) |      |  | 16,098,160 |  
|The unrecognised temporary differences are: |  |      |             |   |      |  |            |  
|Unredeemed capital expenditure              |  |      | 1,421,345   |   |      |  | 1,644,438  |  
|Tax losses                                  |  |      | (37,659,097 | ) |      |  | 12,930,100 |  
|Other deductible temporary differences      |  |      | 2,749,613   |   |      |  | 2,536,651  |  
|Foreign exchange losses                     |  |      | (2,039,344  | ) |      |  | (1,013,029 | )
|                                            |  |      |             |   |      |  |            |  
|                                            |  |      | (35,527,483 | ) |      |  | 16,098,160 |  
|                                            |  |      |             |   |      |  |            |  

Deferred tax assets have not been recognised for the above temporary differences as it is not probable that
the respective Group entities to which they relate will generate future taxable income against which to utilise the temporary differences.

Gross calculated tax losses expire as follows:



|             |  |  |              |   |  |  |              |  
|------------ |  |  | ------------ | - |  |  | ------------ | -
|2014-2018    |  |  | (2,715,067   | ) |  |  | (4,456,781   | )
|Thereafter   |  |  | (10,977,393  | ) |  |  | (11,271,792  | )
|Indefinitely |  |  | (183,158,562 | ) |  |  | (200,495,074 | )
|             |  |  |              |   |  |  |              |  
|             |  |  | (196,851,023 | ) |  |  | (216,223,647 | )
|             |  |  |              |   |  |  |              |  

20. PROVISIONS



|                                                            |  |      |            |   |      |  |            |  
|----------------------------------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | -
|Non-current provisions                                      |  | 2013 |            |   | 2012 | 
|Rehabilitation provision                                    |  |      |            |   |      |  |            |  
|Balance at beginning of the year                            |  |      | 9,786,479  |   |      |  | 8,383,708  |  
|Capitalised to property, plant and equipment                |  |      | 2,697,102  |   |      |  | 1,391,080  |  
|Unwinding of interest                                       |  |      | 647,680    |   |      |  | 672,204    |  
|Transferred to income statement                             |  |      | (554,417   | ) |      |  |           |  
|Effect of translation                                       |  |      | (1,476,333 | ) |      |  | (660,513   | )
|                                                            |  |      |            |   |      |  |            |  
|Balance at end of year                                      |  |      | 11,100,511 |   |      |  | 9,786,479  |  
|                                                            |  |      |            |   |      |  |            |  
|Future net obligations                                      |  |      |            |   |      |  |            |  
|Undiscounted rehabilitation cost                            |  |      | 18,797,660 |   |      |  | 13,511,417 |  
|Amount invested in environmental trust fund (refer note 12) |  |      | (3,292,979 | ) |      |  | (3,250,760 | )
|                                                            |  |      |            |   |      |  |            |  
|Total future net obligation  Undiscounted                  |  |      | 15,504,681 |   |      |  | 10,260,657 |  
|                                                            |  |      |            |   |      |  |            |  

The Group intends to finance the ultimate rehabilitation costs from the money invested in environmental trust
funds, ongoing contributions as well as the proceeds on sale of assets and metals from plant clean-up at the time of mine closure.

Key
assumptions used in determining the provision:



|                                             |  |  |            |   |  |  |            |  
|-------------------------------------------- |  |  | ---------- | - |  |  | ---------- | -
|Discount period  Underground                |  |  | 26.5 years |   |  |  | 27.5 years |  
|Discount period  Opencast mine              |  |  | 10 years   |   |  |  |           |  
|South African discount rate (risk free rate) |  |  | 8.2        | % |  |  | 7.2        | %
|South African inflation                      |  |  | 5.5        | % |  |  | 6.0        | %

The method used in the sensitivity analysis is
to assume a change in basis points. The change in basis point is applied to one variable while the other variable remains constant.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





|                                  |  |                                       |            |   |                                       |  |            |  
|--------------------------------- |  | ------------------------------------- | ---------- | - | ------------------------------------- |  | ---------- | -
|Sensitivity  change in provision |  | Inflation rate(discount rateconstant) |            |   | Inflation rate(discount rateconstant) | 
|1% increase                       |  |                                       | 2,291,298  |   |                                       |  | 2,883,347  |  
|1% decrease                       |  |                                       | (1,860,610 | ) |                                       |  | (2,245,647 | )
|                                  |  |                                      
|                                  |  | Discount rate(inflation rateconstant) |            |   | Discount rate(inflation rateconstant) | 
|1% increase                       |  |                                       | (1,803,212 | ) |                                       |  | (2,204,478 | )
|1% decrease                       |  |                                       | 2,250,392  |   |                                       |  | 2,875,672  |  

21. TRADE AND OTHER PAYABLES



|                          |  |      |            |  |      |  |            | 
|------------------------- |  | ---- | ---------- |  | ---- |  | ---------- | 
|                          |  | 2013 |            |  | 2012 | 
|Financial liabilities     |  |      |            |  |      |  |            | 
|Trade payables            |  |      | 25,485,317 |  |      |  | 4,737,638  | 
|Other payables            |  |      | 11,438,170 |  |      |  | 9,581,498  | 
|                          |  |      |            |  |      |  |            | 
|                          |  |      | 36,923,487 |  |      |  | 14,319,136 | 
|Non-financial liabilities |  |      |            |  |      |  |            | 
|Payroll accruals          |  |      | 2,387,606  |  |      |  | 1,579,747  | 
|Leave liabilities         |  |      | 3,785,549  |  |      |  | 4,504,703  | 
|Share-appreciation rights |  |      | 3,359,180  |  |      |  | 376,648    | 
|Lease accrual             |  |      | 681,323    |  |      |  | 2,690      | 
|Value added tax           |  |      | 24,741,810 |  |      |  | 105,711    | 
|                          |  |      |            |  |      |  |            | 
|                          |  |      | 71,878,955 |  |      |  | 20,888,635 | 
|                          |  |      |            |  |      |  |            | 

22. REVENUE

Revenue from mining operations by commodity:



|          |  |      |             |  |      |  |             |      |  |  |             | 
|--------- |  | ---- | ----------- |  | ---- |  | ----------- | ---- |  |  | ----------- | 
|          |  | 2013 |             |  | 2012 |  |             | 2011 | 
|Platinum  |  |      | 120,127,718 |  |      |  | 72,048,362  |      |  |  | 85,146,242  | 
|Palladium |  |      | 38,233,831  |  |      |  | 19,887,921  |      |  |  | 23,999,481  | 
|Rhodium   |  |      | 8,404,880   |  |      |  | 6,097,887   |      |  |  | 9,910,678   | 
|Nickel    |  |      | 14,684,989  |  |      |  | 9,870,789   |      |  |  | 14,414,240  | 
|Other     |  |      | 14,170,034  |  |      |  | 9,652,372   |      |  |  | 10,936,075  | 
|          |  |      |             |  |      |  |             |      |  |  |             | 
|          |  |      | 195,621,452 |  |      |  | 117,557,331 |      |  |  | 144,406,716 | 
|          |  |      |             |  |      |  |             |      |  |  |             | 

Revenue consists of the sale of concentrate to RPM (a related party).

23. COST OF SALES



|                         |  |  |             |  |  |  |             |   |  |  |             |  
|------------------------ |  |  | ----------- |  |  |  | ----------- | - |  |  | ----------- | -
|Cost of sales includes:  |  |  |             |  |  |  |             |   |  |  |             |  
|Labour costs             |  |  | 89,037,773  |  |  |  | 80,915,283  |   |  |  | 86,226,560  |  
|Stores costs             |  |  | 39,065,648  |  |  |  | 29,147,878  |   |  |  | 33,519,868  |  
|Power and compressed air |  |  | 13,958,444  |  |  |  | 12,057,211  |   |  |  | 11,871,488  |  
|Contractors cost         |  |  | 29,155,947  |  |  |  | 14,723,372  |   |  |  | 18,059,940  |  
|Other costs              |  |  | 22,767,295  |  |  |  | 21,581,660  |   |  |  | 19,174,646  |  
|Inventory movement       |  |  | 422,723     |  |  |  | (38,257     | ) |  |  | (855,227    | )
|Depreciation             |  |  | 39,368,466  |  |  |  | 37,000,404  |   |  |  | 41,969,530  |  
|                         |  |  |             |  |  |  |             |   |  |  |             |  
|                         |  |  | 233,776,296 |  |  |  | 195,387,551 |   |  |  | 209,966,805 |  
|                         |  |  |             |  |  |  |             |   |  |  |             |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



24. FAIR VALUE GAIN ON CONSOLIDATED FACILITY

In the prior year, Atlatsa and Anglo Platinum announced the completion of the first phase (Phase One) of the restructure plan for
the refinancing, recapitalisation and restructure of the Group. In terms of Phase One of the Restructure Plan, the Senior Term Loan Facility Agreement dated 12 June 2009 between the Company as borrower, and RPM as lender, was amended to
increase the total amount available, and this amount was utilised to repay the amounts owed to RPM under the Operating Cash Shortfall Facility (OCSF).

Atlatsa and RPM subscribed for ordinary share capital in Bokoni Holdco ($205.5 million and $19.5 million respectively) and the
proceeds were used to redeem the existing A Preference Share Facility that was outstanding to RPM. These transactions resulted in all outstanding debt owing to RPM being consolidated into one single facility (the Consolidated Debt
Facility) on terms and conditions agreed between the parties, including an interest rate adjustment, which lowered the Companys cost of borrowing from an effective annual cash flow interest rate of 12,31% to 6.27% (linked to the 3 month
JIBAR rate  5.13% at 31 December 2012).

As a result of this debt consolidation and associated interest rate adjustment the
Company has recognised a fair value gain of $90.6 million (ZAR 742.5 million) in its 2012 financial statements, representing the fair value difference between the Companys new costs of borrowing under the Consolidated Debt Facility
when compared to a market related cost of borrowing available to the Company.

On 13 December 2013 Atlatsa and Anglo Platinum
announced the completion of the Phase Two of the Restructure Plan for the refinancing, recapitalisation and restructure of the Group. In terms of Phase Two of the Restructure Plan, the New Senior Debt Facility between the Company as borrower, and
RPM as lender, was amended to increase the total amount available, and this amount was utilised to repay the amounts owed to RPM under the Consolidated Debt Facility.

As a result of this debt consolidation and associated interest rate adjustment, the Company has recognised fair value gains and AG8
adjustments of $47,9 million (ZAR448.6 million) in its 2013 financial statements, representing the fair value difference between the Companys new costs of borrowing under the New Senior Debt Facility compared to a market related cost
of borrowing available to the Company.



|                                                                |  |                                          |             |   |                                             |  |             |                           |  |  |                                             |   |  |  |            | 
|--------------------------------------------------------------- |  | ---------------------------------------- | ----------- | - | ------------------------------------------- |  | ----------- | ------------------------- |  |  | ------------------------------------------- | - |  |  | ---------- | 
|2013                                                            |  | Throughprofit/loss(Owners ofthe Company) |             |   | Throughprofit/loss(Non-Controllinginterest) |  |             | Total throughprofit/loss |  |  | Directly inequity (Non-controllinginterest) |  
|Fair value gain of draw downs on Consolidated Facility          |  |                                          | (8,279,158  | ) |                                             |  | (17,621,123 | )                         |  |  | (25,900,281                                 | ) |  |  |           | 
|AG8 adjustments on Consolidated Facility                        |  |                                          | (8,517,641  | ) |                                             |  | 5,302       |                           |  |  | (8,512,339                                  | ) |  |  |           | 
|Derecognition of facility between RPM and Bokoni Holdco         |  |                                          | 38,748,472  |   |                                             |  |            |                           |  |  | 38,748,472                                  |   |  |  | 94,351,747 | 
|Deferred tax impact on fair value of loans recognized in equity |  |                                          |            |   |                                             |  |            |                           |  |  |                                            |   |  |  | 4,571,259  | 
|Fair value gain on recognition of New Senior Debt Facility      |  |                                          | (51,586,902 | ) |                                             |  |            |                           |  |  | (51,586,902                                 | ) |  |  |           | 
|Fair value gain of draw downs on the New Senior Debt Facility*  |  |                                          | (748,112    | ) |                                             |  |            |                           |  |  | (748,112                                    | ) |  |  |           | 
|                                                                |  |                                          |             |   |                                             |  |             |                           |  |  |                                             |   |  |  |            | 
|                                                                |  |                                          | (30,383,341 | ) |                                             |  | (17,615,821 | )                         |  |  | (47,999,162                                 | ) |  |  | 98,923,006 | 
|                                                                |  |                                          |             |   |                                             |  |             |                           |  |  |                                             |   |  |  |            | 



|* | Movement related to Non-controlling interest is due to changes in the fair value of a shareholders loan being accounted for directly in equity
|- | ----------------------------------------------------------------------------------------------------------------------------------------------

The AG8 adjustment relates to revised estimates of payments and receipts (cash flows) by the end of 31 December
2013 as compared to cash flows used in computing the fair value at 13 December 2013.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





|                                                    |  |                                          |             |   |                                             |  |            |                           |  |  |                                             |   |  |  |             | 
|--------------------------------------------------- |  | ---------------------------------------- | ----------- | - | ------------------------------------------- |  | ---------- | ------------------------- |  |  | ------------------------------------------- | - |  |  | ----------- | 
|2012                                                |  | Throughprofit/loss(Owners ofthe Company) |             |   | Throughprofit/loss(Non-Controllinginterest) |  |            | Total throughprofit/loss |  |  | Directly inequity (Non-controllinginterest) |  
|Day 1 fair value gain on Consolidated Debt Facility |  |                                          | 102,291,808 |   |                                             |  |           |                           |  |  | 102,291,808                                 |   |  |  | 127,814,103 | 
|Effect of translation                               |  |                                          | 2,932,480   |   |                                             |  |           |                           |  |  | 2,932,480                                   |   |  |  |            | 
|AG8 adjustments                                     |  |                                          | (10,725,589 | ) |                                             |  | (3,909,563 | )                         |  |  | (14,635,152                                 | ) |  |  |            | 
|                                                    |  |                                          |             |   |                                             |  |            |                           |  |  |                                             |   |  |  |             | 
|                                                    |  |                                          | 94,498,699  |   |                                             |  | (3,909,563 | )                         |  |  | 90,589,136                                  |   |  |  | 127,814,103 | 
|                                                    |  |                                          |             |   |                                             |  |            |                           |  |  |                                             |   |  |  |             | 

25. FINANCE INCOME



|                                                       |  |      |         |  |      |  |         |      |  |  |         | 
|------------------------------------------------------ |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|Interest received  Financial assets at amortised cost |  | 2013 |         |  | 2012 |  |         | 2011 | 
|Platinum Producers Environmental Trust                |  |      | 78,427  |  |      |  | 85,312  |      |  |  | 82,685  | 
|Bank accounts                                          |  |      | 252,164 |  |      |  | 296,950 |      |  |  | 662,905 | 
|                                                       |  |      |         |  |      |  |         |      |  |  |         | 
|                                                       |  |      | 330,591 |  |      |  | 382,262 |      |  |  | 745,590 | 
|                                                       |  |      |         |  |      |  |         |      |  |  |         | 

26. FINANCE EXPENSES



|                                                |  |      |            |   |      |  |            |      |  |  |            |  
|----------------------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | ---- |  |  | ---------- | -
|                                                |  | 2013 |            |   | 2012 |  |            | 2011 | 
|Financial liabilities at amortised cost         |  |      |            |   |      |  |            |      |  |  |            |  
|A Preference shares (related party)           |  |      |           |   |      |  | 33,258,103 |      |  |  | 47,409,220 |  
|OCSF and funding facilities (related party)     |  |      |           |   |      |  | 24,209,389 |      |  |  | 30,903,663 |  
|Senior Term Loan Facility (related party)       |  |      |           |   |      |  | 12,274,479 |      |  |  | 9,132,826  |  
|Consolidated debt facility                      |  |      | 55,837,155 |   |      |  | 14,180,371 |      |  |  |           |  
|New Senior Debt Facility                        |  |      | 1,197,435  |   |      |  |           |      |  |  |           |  
|Working Capital Facility                        |  |      | 15,328     |   |      |  |           |      |  |  |           |  
|Transaction Cost Facility                       |  |      | 20,223     |   |      |  |           |      |  |  |           |  
|Interest on fair value of interest rate swap    |  |      |           |   |      |  |           |      |  |  | 546,169    |  
|Other                                           |  |      | 177,758    |   |      |  | 244,314    |      |  |  | 702,438    |  
|                                                |  |      |            |   |      |  |            |      |  |  |            |  
|                                                |  |      | 57,247,899 |   |      |  | 84,166,656 |      |  |  | 88,694,316 |  
|                                                |  |      |            |   |      |  |            |      |  |  |            |  
|Non-financial liabilities                       |  |      |            |   |      |  |            |      |  |  |            |  
|Notional interest  rehabilitation provision    |  |      | 647,680    |   |      |  | 672,204    |      |  |  | 644,045    |  
|Commitment fees on OCSF                         |  |      | -          |   |      |  | 380,409    |      |  |  | 631,838    |  
|Transaction costs                               |  |      |           |   |      |  |           |      |  |  | 3,852,116  |  
|                                                |  |      |            |   |      |  |            |      |  |  |            |  
|                                                |  |      | 647,680    |   |      |  | 1,052,613  |      |  |  | 5,127,999  |  
|                                                |  |      |            |   |      |  |            |      |  |  |            |  
|Total finance costs before interest capitalised |  |      | 57,895,579 |   |      |  | 85,219,269 |      |  |  | 93,822,315 |  
|Interest capitalised                            |  |      | (1,502,507 | ) |      |  | (2,382,069 | )    |  |  | (1,777,431 | )
|                                                |  |      |            |   |      |  |            |      |  |  |            |  
|Total finance costs                             |  |      | 56,393,072 |   |      |  | 82,837,200 |      |  |  | 92,044,884 |  
|                                                |  |      |            |   |      |  |            |      |  |  |            |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation during the year is 13.94% (2012: 12.6%).

27. PROFIT/(LOSS) BEFORE INCOME TAX

Loss before income tax as stated includes the following:



|                                             |  |  |            |   |  |  |            |   |  |  |            |  
|-------------------------------------------- |  |  | ---------- | - |  |  | ---------- | - |  |  | ---------- | -
|Operating lease expense  buildings          |  |  | 164,189    |   |  |  | 227,869    |   |  |  | 275,450    |  
|Restructuring costs                          |  |  |           |   |  |  |           |   |  |  | 44,323     |  
|Share-based payment expense  equity settled |  |  | 21,783     |   |  |  | 309,769    |   |  |  | 2,140,038  |  
|Share-based payments expense  cash settled  |  |  | (837,758   | ) |  |  | (389,858   | ) |  |  | (437,152   | )
|Interest rate swap fair value                |  |  |           |   |  |  |           |   |  |  | 2,550,958  |  
|Depreciation and amortisation                |  |  | 39,785,169 |   |  |  | 38,092,878 |   |  |  | 43,224,377 |  

28. INCOME TAX



|                                        |  |      |            |    |      |  |            |      |  |  |            |   
|--------------------------------------- |  | ---- | ---------- | -- | ---- |  | ---------- | ---- |  |  | ---------- | --
|SA normal taxation                      |  |      |            |   
|Capital Gains Tax                       |  |      | 7,043,536  |    |      |  |           |      |  |  |           |   
|Current tax  prior year                |  |      |           |    |      |  | 162,375    |      |  |  |           |   
|Deferred tax  prior year               |  |      |           |    |      |  | 6,069,415  |      |  |  |           |   
|Deferred tax  current year             |  |      | (3,190,116 | )  |      |  | 2,530,794  |      |  |  | 32,667,499 |   
|Securities Transfer Tax                 |  |      |           |    |      |  | 1,801,294  |      |  |  |           |   
|                                        |  |      |            |    |      |  |            |      |  |  |            |   
|                                        |  |      | 3,853,420  |    |      |  | 10,563,878 |      |  |  | 32,667,499 |   
|                                        |  |      |            |    |      |  |            |      |  |  |            |   
|Tax rate reconciliation:                |  |      |            |   
|                                        |  | 2013 |            |    | 2012 |  |            | 2011 | 
|Statutory Canadian tax rate             |  |      | 25.75      | %  |      |  | 25         | %    |  |  | 26.50      | % 
|Other disallowed expenditure            |  |      | 0.07       | %  |      |  | 0.96       | %    |  |  | (0.17      | %)
|Transaction costs disallowed            |  |      | 0.52       | %  |      |  | (0.20      | %)   |  |  | (0.57      | %)
|Preference dividends disallowed         |  |      |           |    |      |  | (10.96     | %)   |  |  | (6.92      | %)
|Non taxable income                      |  |      | (45.03     | %) |      |  |           |      |  |  |           |   
|Equity settled share based compensation |  |      | 0.29       | %  |      |  | (0.51      | %)   |  |  | (0.32      | %)
|Investment income not taxable           |  |      | (0.02      | %) |      |  | 0.03       | %    |  |  | 0.01       | % 
|Tax adjustments  prior year            |  |      |           |    |      |  | (7.32      | %)   |  |  |           |   
|Deferred tax assets not recognised      |  |      | 14.37      | %  |      |  | (2.27      | %)   |  |  | (1.81      | %)
|Securities Transfer Tax                 |  |      |           |    |      |  | (2.12      | %)   |  |  |           |   
|Capital gains tax                       |  |      | 6.79       | %  |      |  |           |      |  |  |           |   
|Recoupment of finance expense           |  |      |           |    |      |  | (18.17     | %)   |  |  |           |   
|Effect of rate differences              |  |      | 0.98       | %  |      |  | 3.12       | %    |  |  | 1.04       | % 
|                                        |  |      |            |    |      |  |            |      |  |  |            |   
|Effective taxation rate                 |  |      | 3.72       | %  |      |  | (12.44     | %)   |  |  | 17.76      | % 
|                                        |  |      |            |    |      |  |            |      |  |  |            |   



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



29. OTHER COMPREHENSIVE INCOME NET OF INCOME TAX

Components of other comprehensive income:



|                                                                    |  |  |             |   |  |  |           |  |  |  |            |  
|------------------------------------------------------------------- |  |  | ----------- | - |  |  | --------- |  |  |  | ---------- | -
|Foreign currency translation differences for foreign operations*    |  |  | (27,068,629 | ) |  |  | 2,415,302 |  |  |  | (7,913,856 | )
|Effective portion of changes in fair value of cash flow hedges      |  |  |            |   |  |  |          |  |  |  | 1,602,501  |  
|Reclassification to profit or loss on settlement of cash flow hedge |  |  |            |   |  |  |          |  |  |  | 2,521,654  |  
|                                                                    |  |  |             |   |  |  |           |  |  |  |            |  
|                                                                    |  |  | (27,068,629 | ) |  |  | 2,415,302 |  |  |  | (3,789,701 | )
|                                                                    |  |  |             |   |  |  |           |  |  |  |            |  



|* | shown net of tax as there is no tax impact
|- | ------------------------------------------

Attributable to:



|                           |  |  |             |   |  |  |           |  |  |  |            |  
|-------------------------- |  |  | ----------- | - |  |  | --------- |  |  |  | ---------- | -
|Owners of the Company      |  |  | (613,130    | ) |  |  | 1,481,466 |  |  |  | (1,994,738 | )
|Non-controlling interest * |  |  | (26,455,499 | ) |  |  | 933,836   |  |  |  | (1,794,963 | )
|                           |  |  |             |   |  |  |           |  |  |  |            |  
|                           |  |  | (27,068,629 | ) |  |  | 2,415,302 |  |  |  | (3,789,701 | )
|                           |  |  |             |   |  |  |           |  |  |  |            |  



|*- | Relates to the foreign currency translation differences for foreign operations in 2013, 2012 and 2011.
|-- | ------------------------------------------------------------------------------------------------------

30. EARNINGS PER SHARE

The calculation
of basic earnings per share for the year ended 31 December 2013 was based on the profit/(loss) attributable to owners of the Company of $199,492,438 (2012: ($18,717,839); 2011: ($81,928,814)), and a weighted average number of common shares of
426,290,432 (2012: 424,791,411; 2011: 424,783,603).

At 31 December 2013 share options were excluded in determining diluted weighted
average number of common shares as all the options were significantly undervalued and were not exercised. (2012 and 2011, share options were excluded in determining diluted weighted average number of common shares as their effect would have been
anti-dilutive.)



|                                                          |  |  |             |   |  |  |             |   |  |  |             |  
|--------------------------------------------------------- |  |  | ----------- | - |  |  | ----------- | - |  |  | ----------- | -
|Issued common shares at 1 January                         |  |  | 201,888,473 |   |  |  | 201,888,473 |   |  |  | 201,813,473 |  
|Effect of shares issued in financial year                 |  |  |            |   |  |  |            |   |  |  | 67,192      |  
|Treasury shares                                           |  |  | (2,998,041  | ) |  |  | (4,497,062  | ) |  |  | (4,497,062  | )
|Convertible B Preference shares  issued on 1 July 2009 |  |  | 227,400,000 |   |  |  | 227,400,000 |   |  |  | 227,400,000 |  
|                                                          |  |  |             |   |  |  |             |   |  |  |             |  
|Weighted average number of common shares at 31 December   |  |  | 426,290,432 |   |  |  | 424,791,411 |   |  |  | 424,783,603 |  
|                                                          |  |  |             |   |  |  |             |   |  |  |             |  

The basic earnings per share for the year ended 31 December 2013 was 47 cents (2012: (4 cents); 2011: (19
cents)).

The calculation of diluted earnings per share for the year ended 31 December 2013 was based on the profit/(loss)
attributable to owners of the Company of $199,492,438 (2012: ($18,717,839); 2011: ($81,928,814)), and a weighted average number of common shares of 429,288,473 (2012: 424,791,411; 2011: 424,783,603).

At 31 December 2013 share options were excluded in determining diluted weighted average number of common shares as all the options were
significantly undervalued and were not exercised. (2012 and 2011, share options were excluded in determining diluted weighted average number of common shares as their effect would have been anti-dilutive.)



|                                                          |  |  |             |  |  |  |             |   |  |  |             |  
|--------------------------------------------------------- |  |  | ----------- |  |  |  | ----------- | - |  |  | ----------- | -
|Issued common shares at 1 January                         |  |  | 201,888,473 |  |  |  | 201,888,473 |   |  |  | 201,813,473 |  
|Effect of shares issued in financial year                 |  |  |            |  |  |  |            |   |  |  | 67,192      |  
|Treasury shares                                           |  |  |            |  |  |  | (4,497,062  | ) |  |  | (4,497,062  | )
|Convertible B Preference shares  issued on 1 July 2009 |  |  | 227,400,000 |  |  |  | 227,400,000 |   |  |  | 227,400,000 |  
|                                                          |  |  |             |  |  |  |             |   |  |  |             |  
|Weighted average number of common shares at 31 December   |  |  | 429,288,473 |  |  |  | 424,791,411 |   |  |  | 424,783,603 |  
|                                                          |  |  |             |  |  |  |             |   |  |  |             |  

The diluted earnings per share for the year ended 31 December 2013 was 46 cents (2012: (4 cents); 2011:
(19 cents)).



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



31. CASH GENERATED (UTILISED) BY OPERATIONS



|                                                       |  |      |              |   |      |  |             |      |  |  |              |  
|------------------------------------------------------ |  | ---- | ------------ | - | ---- |  | ----------- | ---- |  |  | ------------ | -
|                                                       |  | 2013 |              |   | 2012 |  |             | 2011 | 
|Profit/(loss) before income tax                        |  |      | 103,722,697  |   |      |  | (85,002,992 | )    |  |  | (180,532,047 | )
|Adjustments for:                                       |  |      |              |   |      |  |             |      |  |  |              |  
|Finance expense                                        |  |      | 56,393,072   |   |      |  | 82,837,200  |      |  |  | 92,044,884   |  
|Finance income                                         |  |      | (330,591     | ) |      |  | (382,262    | )    |  |  | (745,590     | )
|Non-cash items:                                        |  |      |              |   |      |  |             |      |  |  |              |  
|Depreciation and amortisation                          |  |      | 39,785,169   |   |      |  | 38,092,878  |      |  |  | 43,224,377   |  
|Equity-settled share-based compensation                |  |      | 799,726      |   |      |  | 1,346,509   |      |  |  | 2,140,038    |  
|Loss on disposal of property, plant and equipment      |  |      | (170,402,784 | ) |      |  | 581         |      |  |  | 339,068      |  
|Settlement of cash flow hedge                          |  |      |             |   |      |  |            |      |  |  | 2,550,958    |  
|AG8 Adjustments                                        |  |      | (47,999,163  | ) |      |  | (90,589,136 | )    |  |  |             |  
|Balance due on sale of mineral properties              |  |      | 3,103,227    |   |      |  |            |      |  |  |             |  
|Rehabilitation adjustment                              |  |      | (554,415     | ) |      |  |            |      |  |  |             |  
|Other                                                  |  |      |             |   |      |  |            |      |  |  | 69,200       |  
|                                                       |  |      |              |   |      |  |             |      |  |  |              |  
|Cash utilised before ESOP* transactions                |  |      | (15,483,062  | ) |      |  | (53,697,222 | )    |  |  | (40,909,112  | )
|ESOP cash transactions (restricted cash)               |  |      | 307,614      |   |      |  | 312,510     |      |  |  | 836,081      |  
|                                                       |  |      |              |   |      |  |             |      |  |  |              |  
|Cash utilised before working capital changes           |  |      | (15,175,448  | ) |      |  | (53,384,712 | )    |  |  | (40,073,031  | )
|Working capital changes                                |  |      |              |   |      |  |             |      |  |  |              |  
|(Increase)/decrease in trade and other receivables (i) |  |      | (32,914,115  | ) |      |  | 22,816,980  |      |  |  | 3,357,055    |  
|Increase/(decrease) in trade and other payables (ii)   |  |      | 56,906,061   |   |      |  | (659,223    | )    |  |  | (3,747,138   | )
|Decrease/(increase) in inventories (iii)               |  |      | 307,756      |   |      |  | (38,257     | )    |  |  | (855,227     | )
|                                                       |  |      |              |   |      |  |             |      |  |  |              |  
|Cash generated/(utilised) by operations                |  |      | 9,124,254    |   |      |  | (31,265,212 | )    |  |  | (41,318,341  | )
|                                                       |  |      |              |   |      |  |             |      |  |  |              |  



|* | Employee Share Option Scheme
|- | ----------------------------



|(i) | (Increase)/decrease in trade and other receivables
|--- | --------------------------------------------------



|                      |  |  |             |   |  |  |            |   |  |  |             |  
|--------------------- |  |  | ----------- | - |  |  | ---------- | - |  |  | ----------- | -
|Opening balance       |  |  | 3,272,400   |   |  |  | 27,048,591 |   |  |  | 36,190,110  |  
|Closing balance       |  |  | (33,782,099 | ) |  |  | (3,272,400 | ) |  |  | (27,048,591 | )
|                      |  |  |             |   |  |  |            |   |  |  |             |  
|Movement for the year |  |  | (30,509,699 | ) |  |  | 23,776,191 |   |  |  | 9,141,519   |  
|Effect of translation |  |  | (2,404,416  | ) |  |  | (959,211   | ) |  |  | (5,784,464  | )
|                      |  |  |             |   |  |  |            |   |  |  |             |  
|                      |  |  | (32,914,115 | ) |  |  | 22,816,980 |   |  |  | 3,357,055   |  
|                      |  |  |             |   |  |  |            |   |  |  |             |  



|(ii) | Increase/(decrease) in trade and other payables
|---- | -----------------------------------------------



|                      |  |  |             |   |  |  |             |   |  |  |             |  
|--------------------- |  |  | ----------- | - |  |  | ----------- | - |  |  | ----------- | -
|Opening balance       |  |  | (20,888,631 | ) |  |  | (23,125,587 | ) |  |  | (31,844,332 | )
|Closing balance       |  |  | 71,878,950  |   |  |  | 20,888,631  |   |  |  | 23,125,587  |  
|                      |  |  |             |   |  |  |             |   |  |  |             |  
|Movement for the year |  |  | 50,990,319  |   |  |  | (2,236,956  | ) |  |  | (8,718,745  | )
|Effect of translation |  |  | 5,915,742   |   |  |  | 1,577,733   |   |  |  | 4,971,607   |  
|                      |  |  |             |   |  |  |             |   |  |  |             |  
|                      |  |  | 56,906,061  |   |  |  | (659,223    | ) |  |  | (3,747,138  | )
|                      |  |  |             |   |  |  |             |   |  |  |             |  



|(iii) | Decrease/(increase) in inventories
|----- | ----------------------------------



|                      |  |      |          |   |      |  |          |      |  |  |          |  
|--------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                      |  | 2013 |          |   | 2012 |  |          | 2011 | 
|Opening balance       |  |      | 769,447  |   |      |  | 787,084  |      |  |  |         |  
|Closing balance       |  |      | (373,698 | ) |      |  | (769,447 | )    |  |  | (787,084 | )
|                      |  |      |          |   |      |  |          |      |  |  |          |  
|Movement for the year |  |      | 395,749  |   |      |  | (17,637  | )    |  |  | (787,084 | )
|Effect of translation |  |      | (87,993  | ) |      |  | (20,620  | )    |  |  | (68,143  | )
|                      |  |      |          |   |      |  |          |      |  |  |          |  
|                      |  |      | 307,756  |   |      |  | (38,257  | )    |  |  | (855,227 | )
|                      |  |      |          |   |      |  |          |      |  |  |          |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



32. SEGMENT INFORMATION

The Group has two
reportable segments as described below. These segments are managed separately based on the nature of operations. For each of the segments, the Groups CEO (the Groups chief operating decision maker) reviews internal management reports
monthly. The following summary describes the operations in each of the Groups reportable segments:



| |  |  | Bokoni Mine  Mining of PGMs.
| | - |  | ------------------------------



| |  |  | Projects  Mining exploration in Boikgantsho, Kwanda, and Ga-Phasha exploration projects. Please refer to note 10 for the sale of mineral
rights.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

The majority of operations and functions are performed in South Africa. An insignificant portion of
administrative functions are performed in the Companys country of domicile.

The CEO considers earnings before net finance expense,
income tax, depreciation and amortisation (EBITDA) to be an appropriate measure of each segments performance. Accordingly, the EBITDA for each segment has been included. All external revenue is generated by the Bokoni Mine segment.



|                                |  |                  |              |   |                  |  |             |       |  |  |              |   |  |          |              |   |       |  |             |      |  |  |              |   |  |  |       |  
|------------------------------- |  | ---------------- | ------------ | - | ---------------- |  | ----------- | ----- |  |  | ------------ | - |  | -------- | ------------ | - | ----- |  | ----------- | ---- |  |  | ------------ | - |  |  | ----- | -
|                                |  | 31 December 2013 |              |   | 31 December 2012 |  |             |       | 
|                                |  | Bokoni Mine      |              |   | Projects         |  |             | Total |  |  | Bokoni Mine  |   |  | Projects |              |   | Total |  |             | Note | 
|Revenue                         |  |                  | 195,621,452  |   |                  |  |            |       |  |  | 195,621,452  |   |  |          | 117,557,331  |   |       |  |            |      |  |  | 117,557,331  |   |  |  |       |  
|Cost of sales                   |  |                  | (234,860,426 | ) |                  |  |            |       |  |  | (234,860,426 | ) |  |          | (196,735,768 | ) |       |  |            |      |  |  | (196,735,768 | ) |  |  | (i    | )
|EBITDA                          |  |                  | 21,557,943   |   |                  |  | 77,595,515  |       |  |  | 99,153,458   |   |  |          | (60,985,577  | ) |       |  | (36,943     | )    |  |  | (61,022,520  | ) |  |  | (ii   | )
|Profit/(loss) before income tax |  |                  | (42,561,288  | ) |                  |  | 77,595,515  |       |  |  | 35,034,227   |   |  |          | (170,083,832 | ) |       |  | (36,943     | )    |  |  | (170,120,775 | ) |  |  | (iii  | )
|Income tax                      |  |                  | (140,414     | ) |                  |  | 7,043,536   |       |  |  | 6,903,122    |   |  |          | 14,049,927   |   |       |  |            |      |  |  | 14,049,927   |   |  |  | (iv   | )
|Depreciation and amortization   |  |                  | (38,949,245  | ) |                  |  |            |       |  |  | (38,949,245  | ) |  |          | (35,567,022  | ) |       |  |            |      |  |  | (35,567,022  | ) |  |  | (v    | )
|Finance income                  |  |                  | 279,389      |   |                  |  |            |       |  |  | 279,389      |   |  |          | 280,872      |   |       |  |            |      |  |  | 280,872      |   |  |  | (vi   | )
|Finance expense                 |  |                  | (25,449,376  | ) |                  |  |            |       |  |  | (25,449,376  | ) |  |          | (73,812,106  | ) |       |  |            |      |  |  | (73,812,106  | ) |  |  | (vii  | )
|Total assets*                   |  |                  | 764,378,809  |   |                  |  | 2,527,644   |       |  |  | 766,906,453  |   |  |          | 827,304,772  |   |       |  | 114,373,668 |      |  |  | 941,678,440  |   |  |  | (viii | )
|Additions to non-current assets |  |                  | 278,200      |   |                  |  |            |       |  |  | 278,200      |   |  |          | 38,917,145   |   |       |  |            |      |  |  | 38,917,145   |   |  |  | (ix   | )
|Total Liabilities               |  |                  | (59,024,036  | ) |                  |  | (42,785,419 | )     |  |  | (101,809,455 | ) |  |          | (270,285,274 | ) |       |  | (13,877,671 | )    |  |  | (284,162,945 | ) |  |  | (x    | )
|                                |  |                  |              |   |                  |  |             |       |  |  |              |   |  |          |              |   |       |  |             |      |  |  |              |   |  |  |       |  



|* | includes all assets held for sale for 2012
|- | ------------------------------------------

Reconciliations of reportable segment cost of sales, EBITDA, profit or loss before income tax, income tax, depreciation, finance income,
finance expense, assets, addition to non-current assets and liabilities:



|                                            |  |      |              |   |      |  |              |  
|------------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------ | -
|                                            |  | 2013 |              |   | 2012 | 
|(i) Cost of sales                           |  |      |              |   |      |  |              |  
|Total cost of sales for reportable segments |  |      | (234,860,426 | ) |      |  | (196,735,768 | )
|Corporate and consolidation adjustments     |  |      | 1,084,128    |   |      |  | 1,348,217    |  
|                                            |  |      |              |   |      |  |              |  
|Consolidated cost of sales                  |  |      | (233,776,298 | ) |      |  | (195,387,551 | )
|                                            |  |      |              |   |      |  |              |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



|                                                        |  |      |              |   |      |  |              |  
|------------------------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------ | -
|(ii) EBITDA                                             |  | 2013 |              |   | 2012 | 
|Total EBITDA for reportable segments                    |  |      | 99,153,458   |   |      |  | (61,022,520  | )
|Net finance expense                                     |  |      | (56,393,072  | ) |      |  | (82,454,938  | )
|Depreciation and amortisation                           |  |      | (39,785,169  | ) |      |  | (38,092,878  | )
|Corporate and consolidation adjustments                 |  |      | 100,747,480  |   |      |  | 96,567,344   |  
|                                                        |  |      |              |   |      |  |              |  
|Consolidated profit/(loss) before income tax            |  |      | 103,722,697  |   |      |  | (85,002,992  | )
|                                                        |  |      |              |   |      |  |              |  
|(iii) Profit/(Loss) before income tax                   |  |      |              |   |      |  |              |  
|Total profit/(loss) before tax for reportable segments  |  |      | 35,034,227   |   |      |  | (170,120,775 | )
|Corporate and consolidation adjustments                 |  |      | 68,688,470   |   |      |  | 85,117,783   |  
|                                                        |  |      |              |   |      |  |              |  
|Consolidated profit/(loss) before income tax            |  |      | 103,722,697  |   |      |  | (85,002,992  | )
|                                                        |  |      |              |   |      |  |              |  
|(iv) Income tax                                         |  |      |              |   |      |  |              |  
|Taxation for reportable segments                        |  |      | 6,903,122    |   |      |  | 14,049,927   |  
|Corporate and consolidation adjustments                 |  |      | (3,049,702   | ) |      |  | (24,613,805  | )
|                                                        |  |      |              |   |      |  |              |  
|Consolidated taxation                                   |  |      | 3,853,420    |   |      |  | (10,563,878  | )
|                                                        |  |      |              |   |      |  |              |  
|(v) Depreciation                                        |  |      |              |   |      |  |              |  
|Depreciation for reportable segments                    |  |      | (38,949,245  | ) |      |  | (35,567,022  | )
|Corporate and consolidation adjustments                 |  |      | (835,924     | ) |      |  | (2,525,856   | )
|                                                        |  |      |              |   |      |  |              |  
|Consolidated depreciation                               |  |      | (39,785,169  | ) |      |  | (38,092,878  | )
|                                                        |  |      |              |   |      |  |              |  
|(vi) Finance income                                     |  |      |              |   |      |  |              |  
|Finance income for reportable segments                  |  |      | 279,389      |   |      |  | 280,872      |  
|Corporate and consolidation adjustments                 |  |      | 51,202       |   |      |  | 101,390      |  
|                                                        |  |      |              |   |      |  |              |  
|Consolidated finance income                             |  |      | 330,591      |   |      |  | 382,262      |  
|                                                        |  |      |              |   |      |  |              |  
|(vii) Finance expenses                                  |  |      |              |   |      |  |              |  
|Finance expense for reportable segments                 |  |      | (25,449,376  | ) |      |  | (73,812,106  | )
|Corporate and consolidation adjustments                 |  |      | (30,943,696  | ) |      |  | (9,025,094   | )
|                                                        |  |      |              |   |      |  |              |  
|Consolidated finance expense                            |  |      | (56,393,072  | ) |      |  | (82,837,200  | )
|                                                        |  |      |              |   |      |  |              |  
|(viii) Total assets                                     |  |      |              |   |      |  |              |  
|Assets for reportable segments                          |  |      | 766,906,453  |   |      |  | 941,678,440  |  
|Corporate and consolidation adjustments                 |  |      | 6,722,956    |   |      |  | (127,613,111 | )
|                                                        |  |      |              |   |      |  |              |  
|Consolidated assets                                     |  |      | 773,629,409  |   |      |  | 814,065,329  |  
|                                                        |  |      |              |   |      |  |              |  
|(ix) Additions to non-current assets                    |  |      |              |   |      |  |              |  
|Additions to non-current assets for reportable segments |  |      | 278,200      |   |      |  | 38,917,145   |  
|Corporate and consolidation adjustments                 |  |      |             |   |      |  | 21,010       |  
|                                                        |  |      |              |   |      |  |              |  
|Consolidated additions to non-current assets            |  |      | 278,200      |   |      |  | 38,938,155   |  
|                                                        |  |      |              |   |      |  |              |  
|(x) Total liabilities                                   |  |      |              |   |      |  |              |  
|Liabilities for reportable segments                     |  |      | (101,809,455 | ) |      |  | (284,162,945 | )
|Corporate and consolidation adjustments                 |  |      | (292,705,976 | ) |      |  | (324,645,161 | )
|                                                        |  |      |              |   |      |  |              |  
|Consolidated liabilities                                |  |      | (394,515,431 | ) |      |  | (608,808,106 | )
|                                                        |  |      |              |   |      |  |              |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



33. SHARE OPTIONS

33.1 Equity-settled options

The Group has a share option plan approved by the shareholders that allows it to grant options, subject to regulatory terms and approval, to
its directors, employees, officers, and consultants to acquire up to 32,600,000 (2012: 32,600,000) common shares. As at 31 December 2013, 5,110,000 options were outstanding and 27,490,000 options remained available to be granted. On
30 June 2009 the Company obtained shareholder and stock exchange approval to decrease the exercise price to C$1.29 per option for 8,061,000 share options, including stock options granted to certain insiders of the Company pursuant to repricing.
The exercise price of each option is set by the Board of Directors at the time of grant but cannot be less than the market price (less permissible discounts) on the TSX Venture Exchange. Options have a term of up to a maximum of ten years (however,
the Company has historically granted options for up to a term of five years), and terminate 30 to 90 days following the termination of the optionees employment or term of engagement, except in the case of retirement or death. Vesting of
options is at the discretion of the Board of Directors at the time the options are granted. The continuity of share purchase options is as follows:



|                           |  |                              |      |  |                  |  |            |                                                 |  |  |      | 
|-------------------------- |  | ---------------------------- | ---- |  | ---------------- |  | ---------- | ----------------------------------------------- |  |  | ---- | 
|                           |  | Weightedaverageexerciseprice |      |  | Number ofoptions |  |            | Contractualweightedaverageremaininglife (years) | 
|Balance  31 December 2011 |  | $                            | 1.11 |  |                  |  | 12,162,667 |                                                 |  |  | 2.89 | 
|Granted                    |  |                              |     |  |                  |  |           |                                                 |  |  |      | 
|Exercised                  |  |                              |     |  |                  |  |           |                                                 |  |  |      | 
|Cancelled                  |  |                              | 1.09 |  |                  |  | (246,667   | )                                               |  |  |      | 
|Expired                    |  |                              | 1.27 |  |                  |  | (3,983,000 | )                                               |  |  |      | 
|                           |  |                              |      |  |                  |  |            |                                                 |  |  |      | 
|Balance  31 December 2012 |  | $                            | 1.03 |  |                  |  | 7,933,000  |                                                 |  |  | 2.14 | 
|Granted                    |  |                              |     |  |                  |  |           |                                                 |  |  |      | 
|Exercised                  |  |                              |     |  |                  |  |           |                                                 |  |  |      | 
|Cancelled                  |  |                              |     |  |                  |  |           |                                                 |  |  |      | 
|Expired                    |  |                              | 1.21 |  |                  |  | (2,823,000 | )                                               |  |  |      | 
|                           |  |                              |      |  |                  |  |            |                                                 |  |  |      | 
|Balance  31 December 2013 |  | $                            | 0.93 |  |                  |  | 5,110,000  |                                                 |  |  | 2.24 | 
|                           |  |                              |      |  |                  |  |            |                                                 |  |  |      | 

Options outstanding and exercisable at 31 December 2013 were as follows:



|                                |  |             |      |  |                             |   |           |                        |  |   |                            |  |  |  |     | 
|------------------------------- |  | ----------- | ---- |  | --------------------------- | - | --------- | ---------------------- |  | - | -------------------------- |  |  |  | --- | 
|Expiry date                     |  | Optionprice |      |  | Number ofoptionsoutstanding |   |           | Number ofoptionsvested |  |   | Weightedaveragelife(years) | 
|25 June 2014                    |  | $           | 0.96 |  |                             |   | 550,000   |                        |  |   | 550,000                    |  |  |  | 0.5 | 
|30 November 2016                |  | $           | 0.84 |  |                             |   | 4,060,000 |                        |  |   | 4,060,000                  |  |  |  | 2.9 | 
|1 May 2017                      |  | $           | 1.61 |  |                             |   | 500,000   |                        |  |   | 500,000                    |  |  |  | 3.3 | 
|                                |  |             |      |  |                             |   |           |                        |  |   |                            |  |  |  |     | 
|Total                           |  |             |      |  |                             |   | 5,110,000 |                        |  |   | 5,110,000                  |  |  |  |     | 
|                                |  |             |      |  |                             |   |           |                        |  |   |                            |  |  |  |     | 
|Weighted average exercise price |  |             |      |  |                             | $ | 0.93      |                        |  | $ | 0.93                       |  |  |  |     | 

The exercise prices of all share purchase options granted during the year were equal to or greater than the
market price at the grant date. Using the Black-Scholes option pricing model with the assumptions noted below, the estimated fair value of all options granted have been reflected in the statement of changes in equity.

The share-based payments expense recognised during the year ended 31 December 2013 was $21,783 (2012: $309,769; 2011: $1,156,036).



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The assumptions used to estimate the fair value of options granted during the year were:



|                                 |  |      |           |   |      |  |           |      |  |  |           |  
|-------------------------------- |  | ---- | --------- | - | ---- |  | --------- | ---- |  |  | --------- | -
|                                 |  | 2013 |           |   | 2012 |  |           | 2011 | 
|Canadian risk-free interest rate |  |      | 2.8       | % |      |  | 2.8       | %    |  |  | 2.8       | %
|Expected life                    |  |      | 5-7 years |   |      |  | 5-7 years |      |  |  | 5-7 years |  
|Volatility                       |  |      | 83        | % |      |  | 83        | %    |  |  | 83        | %
|Forfeiture rate                  |  |      | 0         | % |      |  | 0         | %    |  |  | 0         | %
|Expected dividends               |  |      | Nil       |   |      |  | Nil       |      |  |  | Nil       |  

The volatility of the shares was calculated over the expected life of the option. Volatility was calculated by
using available historical information on the share price for Atlatsa equal to the expected life of the scheme.

The risk free rate for
periods within the contractual term of the share right is based on the Government of Canada benchmark bond yield.

33.2 Cash-settled share-based
payments

The Group also currently has a scheme in place to award SARs to recognise the contributions of senior staff to the
Groups financial position and performance and to retain key employees. These SARs are linked to the share price of the Group on the JSE and are settled in cash on the exercise date.

A third of the SARs granted are exercisable annually from the grant date with an expiry date of 4 years from the grant date for senior
management and 5 years for lower and middle management. The offer price of these SARs equaled the closing market price of the underlying shares on the trading date immediately preceding the granting of the SARs.



|                                                             |  |  |            |  |  |  |            |  |  |  |           | 
|------------------------------------------------------------ |  |  | ---------- |  |  |  | ---------- |  |  |  | --------- | 
|Vested shares                                                |  |  | 1,647,770  |  |  |  | 1,997,268  |  |  |  |          | 
|                                                             |  |  |           
|Share appreciation rights granted (all unvested at year-end) |  |  | 15,166,658 |  |  |  | 15,327,601 |  |  |  | 6,294,869 | 
|                                                             |  |  |           
|Vesting year of unvested share appreciation rights:          |  |  |            |  |  |  |            |  |  |  |           | 
|                                                             |  |  |           
|Within one year                                              |  |  | 5,558,728  |  |  |  | 5,636,401  |  |  |  | 2,396,801 | 
|One to two years                                             |  |  | 7,048,597  |  |  |  | 5,273,200  |  |  |  | 2,025,134 | 
|Two to three years                                           |  |  | 2,559,333  |  |  |  | 4,418,000  |  |  |  | 1,872,934 | 
|                                                             |  |  |            |  |  |  |            |  |  |  |           | 
|Total number of shares unvested                              |  |  | 15,166,658 |  |  |  | 15,327,601 |  |  |  | 6,294,869 | 
|                                                             |  |  |            |  |  |  |            |  |  |  |           | 

The value of the SARs expensed in the year ended 31 December 2013 was calculated as $1,024,512 (2012:
$nil; 2011: $437,152; 2010: $947,176). Value of vested shares in 2013 was $368,828.

The assumptions used to estimate the fair value of
the SARS granted during the year were:



|                                |  |           |  |             |  |      
|------------------------------- |  | --------- |  | ----------- |  | -----
|South African risk-free rate    |  | 5.0%7.3% |  | 4.9%  5.8% |  | 6.4% 
|Volatility                      |  | 88%113%  |  | 82%  106%  |  | 85.1%
|Share Price                     |  | 0.50      |  | 0.15        |  | 0.45 
|Weighted average exercise price |  | 0.23      |  | 0.2         |  | 0.5  
|Forfeiture rate                 |  | 0%        |  | 0%          |  | 0%   
|Expected dividends              |  | Nil       |  | Nil         |  | Nil  

The only vesting conditions for the scheme are that the employees should be in the employment of the Group.

The volatility of the shares were calculated with the equally weighted standard approach of calculating volatility by using available
historical information on the share price for Atlatsa equal to the term to maturity of the scheme.

The risk free rates were obtained from
the bootstrapped zero coupon perfect fit swap curve as at 31 December 2013, sourced from the Bond Exchange of South Africa



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



33.3 Equity settledBokoni Platinum Mine ESOP Trust

Prior to the acquisition of Bokoni on 1 July 2009, certain employees of Bokoni were part of the Anglo Group Employee Empowerment Scheme
(Kotula Scheme). When Atlatsa acquired Bokoni, Anglo Platinum and Atlatsa replaced the Kotula Scheme with the Bokoni Platinum Mine ESOP Trust (ESOP Trust), which has similar participation benefits to the Kotula Scheme.

The purpose of the ESOP Trust scheme is to incentivize and retain employees, promote BEE and increase broad-based and effective participation
in the equity of Atlatsa by historically disadvantaged persons.

The ESOP Trust holds and utilises ordinary shares in Atlatsa (refer note
17) for the benefit of the beneficiaries.

Any units that the employees held in the Kotula Scheme were exchanged into units in the ESOP
Trust at a ratio of 15 units in the ESOP Trust for every Kotula unit held. The remaining units in the ESOP Trust are allocated to the employees in five equal annual installments beginning 31 March 2010 and for the next four years thereafter.
Employees will receive an equal allocation of units. Any units held by a beneficiary that are forfeited shall be added back to the number of unallocated units available for future allocation.

The ESOP Trust shall dispose of the shares held in Atlatsa to the beneficiaries as follows:



| |  |  | One third vested in proportion to the beneficiaries units on 16 May 2013;
| | - |  | -------------------------------------------------------------------------



| |  |  | Half of the remaining balance of ordinary shares will vest in proportion to their interest on 16 May 2014; and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | The remaining balance of ordinary shares will vest in proportion to their interest on 16 May 2015.
| | - |  | --------------------------------------------------------------------------------------------------

The trustees (acting as agent on behalf of the beneficiaries) shall dispose of and sell as many shares as will be necessary to settle all
taxes payable by the beneficiaries. The beneficiaries may also direct the trustees to sell the distribution shares on behalf of the beneficiaries and the proceeds of such sale, net of all expenses, shall be distributed to the beneficiaries.

If a beneficiarys employment is terminated due to death, retrenchment, retirement, disability or ill-health, Bokoni will pay a cash
amount equal to the fair value of the beneficiarys units to the beneficiary who will then cease to be a beneficiary of the ESOP Trust. The units will be transferred to Bokoni who will become a beneficiary of the ESOP Trust. Where the
beneficiarys employment is terminated prior to the termination date for any other reason, the beneficiary shall forfeit all his rights under the scheme. The forfeited units will be added back to the number of unallocated units for future
allocation.

At 31 December the following units were allocated:



|                                                    |  |      |             |   |      |  |             |      |  |  |             |  
|--------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | ---- |  |  | ----------- | -
|                                                    |  | 2013 |             |   | 2012 |  |             | 2011 | 
|Total units available for allocation                |  |      | 70,000,000  |   |      |  | 70,000,000  |      |  |  | 70,000,000  |  
|Allocation 1 July 2009                              |  |      | (20,078,634 | ) |      |  | (20,078,634 | )    |  |  | (20,078,634 | )
|Allocation 31 March 2010                            |  |      | (10,282,759 | ) |      |  | (10,282,759 | )    |  |  | (10,282,759 | )
|Allocation 31 March 2011                            |  |      | (10,666,586 | ) |      |  | (10,666,586 | )    |  |  | (10,666,586 | )
|Allocation 31 March 2012                            |  |      | (11,081,905 | ) |      |  | (11,081,905 | )    |  |  |             |  
|Allocation 31 March 2013                            |  |      | (11,081,905 | ) |      |  |             |      |  |  |             |  
|                                                    |  |      |             |   |      |  |             |      |  |  |             |  
|Total units available for allocation at 31 December |  |      | 6,808,211   |   |      |  | 17,890,116  |      |  |  | 28,972,021  |  
|                                                    |  |      |             |   |      |  |             |      |  |  |             |  
|Units forfeited                                     |  |      | 1,378,332   |   |      |  | 1,535,309   |      |  |  | 1,492,429   |  
|South African risk free rate                        |  |      | 6.4         | % |      |  | 6.4         | %    |  |  | 6.7         | %
|Forfeiture rate                                     |  |      | 5           | % |      |  | 5           | %    |  |  | 5           | %
|Expected dividends                                  |  |      | Nil         |   |      |  | Nil         |      |  |  | Nil         |  
|Exercise price                                      |  |      | Nil         |   |      |  | Nil         |      |  |  | Nil         |  
|Share price at grant date (ZAR)                     |  |      | 8.00        |   |      |  | 7.00        |      |  |  | 11.10       |  



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The share-based payment expense recognised during the year ended 31 December 2013 was $955,704 (2012: $877,546; 2011: $984,002).

34. CONTINGENCIES

Deep Groundwater Pollution

The company has identified a future pollution risk posed by deep groundwater in certain underground shafts. Various studies have been
undertaken by Bokoni Mine since 2012. In view of the documentation of current information for the accurate estimation of the liability, no reliable estimate can be made for the obligation.

35. RELATED PARTIES

Relationships



|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Related party    |  | Nature of relationship                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                 | 
|RPM              |  | The Group concluded a number of shared services agreements between Bokoni and RPM, a wholly owned subsidiary of Anglo Platinum and a 49% shareholder in Bokoni
Holdco. Pursuant to the terms of various shared services agreements, the Anglo Platinum group of companies will continue to provide certain services to Bokoni at a cost that is no greater than the costs charged to any other Anglo Platinum group
company for the same or similar services. It is anticipated that, as Atlatsa builds its internal capacity, and makes the transformation to a fully operational PGM producer, these services will be phased out and replaced either with internal services
or third party services. RPM also provides debt funding to the Group and purchases all of the Groups PGM concentrate.
|                 | 
|Atlatsa Holdings |  | Atlatsa Holdings is the Companys controlling shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                 | 
|Key management   |  | All directors directly involved in the Atlatsa Group and certain members of top management at Bokoni and Plateau.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)





|                           |  |                                                               |  |      |              |   |      |  |              |  
|-------------------------- |  | ------------------------------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------ | -
|Related party balances     |  |                                                               |  |      |              |   |      | 
|                           |  |                                                               |  | 2013 |              |   | 2012 | 
|RPM                        |  | Loans and Borrowings (refer note 18)                          |  |      | (185,926,441 | ) |      |  | (433,959,084 | )
|                           |  | Trade and other payables                                      |  |      | (15,546,290  | ) |      |  | (1,149,533   | )
|                           |  | Trade and other receivables                                   |  |      | 3,035,968    |   |      |  | 913,558      |  
|                           |  | Convertible preference shares (refer note 17)                 |  |      |              |   |      |  |              |  
|                           |  |                                                               | 
|Atlatsa Holdings           |  | Convertible preference shares (refer note 17)                 |  |      |              |   |      |  |              |  
|                           |  |                                                               | 
|Related party transactions |  |                                                               |  |      |              |   |      |  |              |  
|                           |  |                                                               | 
|RPM                        |  | Revenue (refer note 22)                                       |  |      | (195,621,452 | ) |      |  | (117,557,331 | )
|                           |  | Finance expense (before interest capitalised)                 |  |      | 57,070,142   |   |      |  | 81,115,550   |  
|                           |  | Administration expenses                                       |  |      |             |   |      |  | 661,494      |  
|                           |  | Cost of sales                                                 |  |      | 58,026,729   |   |      |  | 45,901,635   |  
|                           |  | Costs capitalised to capital work-in-progress                 |  |      | 9,224,910    |   |      |  | 7,851,315    |  
|                           |  | Profit on sale of assets #                                    |  |      | 171,113,399  |   |      |  |             |  
|                           |  | Fair value gain on Consolidated Debt Facility (refer note 24) |  |      | 47,999,162   |   |      |  | 90,589,136   |  

# The Profit on sale of fixed asset is brought about by the sale of mineral assets (as described in Note 10)
to RPM. The actual consideration for the sale was $174.6 million (ZAR 1.7 billion) of which $171.6 million (ZAR 1.67 billion) was received by year-end.

Included in non-controlling interest is a fair value gain on de-recognition of the debt facility between Bokoni Holdco and RPM of $98,923,006.

Also refer to note 37 for the transaction with Anglo Platinum, RPMs holding company.

Key Management Compensation



|                                                        |  |  |           |  |  |  |           | 
|------------------------------------------------------- |  |  | --------- |  |  |  | --------- | 
|Remuneration for executive directors and key management |  |  |           |  |  |  |           | 
|- Salaries                                              |  |  | 3,414,860 |  |  |  | 3,483,677 | 
|- Short-term benefits                                   |  |  | 1,655,880 |  |  |  | 723,609   | 
|- Restructuring                                         |  |  |          |  |  |  |          | 
|- Share options                                         |  |  | 21,783    |  |  |  | 259,387   | 
|- Cash settled share-based payments                     |  |  | 837,758   |  |  |  |          | 
|- Remuneration for non-executives                       |  |  | 348,408   |  |  |  | 334,985   | 
|                                                        |  |  |           |  |  |  |           | 
|                                                        |  |  | 6,278,689 |  |  |  | 4,801,658 | 
|                                                        |  |  |           |  |  |  |           | 

36. COMMITMENTS



|                               |  |      |            |  |      |  |            | 
|------------------------------ |  | ---- | ---------- |  | ---- |  | ---------- | 
|                               |  | 2013 |            |  | 2012 | 
|Contracted for                 |  |      | 13,808,613 |  |      |  | 3,417,123  | 
|Not yet contracted for         |  |      | 16,965,588 |  |      |  | 10,831,638 | 
|                               |  |      |            |  |      |  |            | 
|Authorised capital expenditure |  |      | 30,774,201 |  |      |  | 14,248,761 | 
|                               |  |      |            |  |      |  |            | 

The committed expenditures relate to property, plant and equipment and will be funded through cash generated
from operations and available loan facilities.



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



37. EVENTS AFTER THE REPORTING DATE

In
January 2014, the Restructure Plan was finalised by completing the following:



| |  |  | Pelawan SPV converted all of its B Preference Shares in Plateau into 227.4 million common shares in the Company on
January 14, 2014; RPM in turn converted its B Preference shares in Pelawan SPV for 115.8 million of the 227.4 million Atlatsa shares; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RPM subscribed for 125 million common shares of the Company on January 31, 2014 to the value of $76.0 million (ZAR750.0 million).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

The above subscription reduced the New Senior Debt Facility to $157.0 million (ZAR1,550 million).

Atlatsa Holdings, the Companys majority shareholder acquired the 115.8 million Atlatsa common shares that RPM received on
conversion of the B Preference shares from RPM on a vendor financed basis for $46.9 million (ZAR463 million).

Atlatsa
Holdings will provide security to RPM in relation to the Atlatsa Holdings Vendor Finance Loan by way of a pledge and cession of its entire shareholding in Atlatsa, which shares remain subject to a lock-in arrangement through to 2020. Should Atlatsa
Holdings be unable to meet its minimum repayment commitments under the Atlatsa Holdings Vendor Finance Loan between 2018 to 2020, Atlatsa will have a discretionary right, with no obligation, to step in and remedy such obligation in order to protect
its BEE (as defined below) shareholding status, subject to commercial terms being agreed between Atlatsa Holdings and Atlatsa for that purpose and receipt of the necessary regulatory and shareholder approvals.

38. EMPLOYEE COSTS

Employee costs
included in profit/(loss) for the year are as follows:



|                                          |  |      |            |  |      |  |            |      |  |  |            |  
|----------------------------------------- |  | ---- | ---------- |  | ---- |  | ---------- | ---- |  |  | ---------- | -
|                                          |  | 2013 |            |  | 2012 |  |            | 2011 | 
|Salaries and wages and other benefits     |  |      | 91,766,785 |  |      |  | 83,552,252 |      |  |  | 90,109,090 |  
|Retirement benefit costs                  |  |      | 315,949    |  |      |  | 366,621    |      |  |  | 442,633    |  
|Medical aid contributions                 |  |      | 12,939     |  |      |  | 14,570     |      |  |  | 17,853     |  
|Employment termination costs              |  |      |           |  |      |  |           |      |  |  | 44,323     |  
|Share-based compensation  equity-settled |  |      | 799,056    |  |      |  | 1,329,857  |      |  |  | 1,991,277  |  
|Share-based compensation  cash-settled   |  |      | 837,758    |  |      |  |           |      |  |  | (437,152   | )
|                                          |  |      |            |  |      |  |            |      |  |  |            |  
|                                          |  |      | 93,732,487 |  |      |  | 85,263,300 |      |  |  | 92,168,024 |  
|                                          |  |      |            |  |      |  |            |      |  |  |            |  

39. GROUP ENTITIES

The following are the shareholdings of the Company in the various group entities:



|                                                            |  |                          |  |      |  |     
|----------------------------------------------------------- |  | ------------------------ |  | ---- |  | ----
|Company                                                     |  | Country of Incorporation |  | 2013 |  | 2012
|N1C Resources Incorporation                                 |  | Cayman Islands           |  | 100% |  | 100%
|N2C Resources Incorporation *                               |  | Cayman Islands           |  | 100% |  | 100%
|Plateau Resources Proprietary Limited *                     |  | South Africa             |  | 100% |  | 100%
|Bokoni Holdings Proprietary Limited *                       |  | South Africa             |  | 51%  |  | 51% 
|Bokoni Mine Proprietary Limited *                           |  | South Africa             |  | 51%  |  | 51% 
|Boikgantsho Proprietary Limited *                           |  | South Africa             |  | 51%  |  | 51% 
|Kwanda Proprietary Limited *                                |  | South Africa             |  | 51%  |  | 51% 
|Ga-Phasha Proprietary Limited *                             |  | South Africa             |  | 51%  |  | 51% 
|Lebowa Platinum Mine Limited * #                            |  | South Africa             |  | 51%  |  | 51% 
|Middlepunt Hill Management Services Proprietary Limited * # |  | South Africa             |  | 51%  |  | 51% 



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



The following are the structured entities in the group:



|                                         |  |              |  |                                  |  |                                 
|---------------------------------------- |  | ------------ |  | -------------------------------- |  | --------------------------------
|Bokoni Platinum Mine ESOP trust**        |  | South Africa |  | Consolidated structured entity   |  | Consolidated structured entity  
|Bokoni Rehabilitation Trust***           |  | South Africa |  | Consolidated structured entity   |  | Consolidated structured entity  
|Bokoni Platinum Mine Community Trust**** |  | South Africa |  | Unconsolidated structured entity |  | Unconsolidated structured entity



|*- | Indirectly held
|-- | ---------------

|#- | These entities are dormant
|-- | --------------------------

|** | The Atlatsa group provided the funding through Bokoni Mine to construct the trust and purchase shares in Atlatsa, but is not required to provide
any further financial support to this entity. The purpose of the Trust is to facilitate a SBP arrangement on behalf of the group. Atlatsa has the right to appoint one trustee, who has the right to reject any decision made by the other trustees.
Atlatsa therefore has power of the trust.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Atlatsa Group has power over the trust, as the sole trustee is a director of Atlatsa. All the cash resources kept by the trust is on behalf of
Atlatsa, to be later utilised against any rehabilitation and decommissioning incurred.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | As per the requirements of IFRS 10, we have considered the purpose and objective of the trust, and the Group has concluded that the power over the
investee, exposure or rights to variable returns and the ability to use its power over the investee to affect the amount of the investors return does not reside with Atlatsa. This is due to Atlatsa having the right to appoint one trustee of
the trust, but do not have the deciding vote, Atlatsa has no interest in/or power over the operations of the trust. The Atlatsa group is also not required to provide any financial support to the trust.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40. NON CONTROLLING INTEREST

The only
non-controlling interest is the 49% shareholding of RPM in Bokoni Holdco (please refer to organogram). Bokoni Holdco owns the Groups various mineral property interest and conducted in the Republic of South Africa in the Bushveld Complex.



|                                                            |  |      |    |  |      |  |             |      |  |  |             |  
|----------------------------------------------------------- |  | ---- | -- |  | ---- |  | ----------- | ---- |  |  | ----------- | -
|                                                            |  | Note |    |  | 2013 |  |             | 2012 | 
|Non controlling interest roll forward                       |  |      |    |  |      |  |             |      |  |  |             |  
|Balance beginning of the year                               |  |      |    |  |      |  | 224,049,827 |      |  |  | (25,326,683 | )
|Acquisition of shares in Bokoni Platinum Holdings (Pty) Ltd |  |      | 24 |  |      |  | 199,179,381 |      |  |  | 197,477,602 |  
|Loss for the year                                           |  |      |    |  |      |  | (99,623,161 | )    |  |  | (76,849,031 | )
|Total other comprehensive income for the year               |  |      | 29 |  |      |  | (26,455,499 | )    |  |  | 933,836     |  
|Fair value gain on initial recognition of debt facility     |  |      |    |  |      |  |            |      |  |  | 127,814,103 |  
|Fair value loss on de-recognition of debt facility          |  |      | 24 |  |      |  | (98,923,006 | )    |  |  |             |  
|                                                            |  |      |    |  |      |  |             |      |  |  |             |  
|                                                            |  |      |    |  |      |  | 198,227,542 |      |  |  | 224,049,827 |  
|                                                            |  |      |    |  |      |  |             |      |  |  |             |  

The following is summarized financial information for the Bokoni Holdco subgroup, prepared in accordance with
IFRS.



|                                          |  |      |              |   |      |  |               |  
|----------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------- | -
|                                          |  | 2013 |              |   | 2012 | 
|Non-current assets                        |  |      | 940,116,063  |   |      |  | 1,436,203,613 |  
|Current assets                            |  |      | 73,851,830   |   |      |  | 16,326,936    |  
|Non-current liabilities                   |  |      | (123,388,538 | ) |      |  | (257,708,463  | )
|Current liabilities                       |  |      | (70,833,003  | ) |      |  | (19,536,411   | )
|                                          |  |      |              |   |      |  |               |  
|Net assets                                |  |      | 819,746,352  |   |      |  | 1,175,285,674 |  
|                                          |  |      |              |   |      |  |               |  
|Revenue                                   |  |      | 195,621,452  |   |      |  | 117,557,331   |  
|                                          |  |      |              |   |      |  |               |  
|Total comprehensive income (*)            |  |      | (203,312,573 | ) |      |  | (156,834,756  | )
|                                          |  |      |              |   |      |  |               |  
|Cash flows from operating activities      |  |      | 88,166       |   |      |  | (31,272,857   | )
|Cash flows from investment activities     |  |      | 131,497,258  |   |      |  | (39,378,826   | )
|Cash flows from financing activities      |  |      | (101,770,828 | ) |      |  | 72,872,141    |  
|                                          |  |      |              |   |      |  |               |  
|Net increase in cash and cash equivalents |  |      | 29,814,596   |   |      |  | 2,220,458     |  
|                                          |  |      |              |   |      |  |               |  



|* | As Bokoni Platinum Holdings (Pty) Ltd has no other comprehensive income, total comprehensive income is therefore equal to the loss for the year.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------



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ATLATSA RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

For the years ended 31 December 2013, 2012 and 2011

(Expressed in Canadian Dollars, unless otherwise stated)



GROUP ORGANOGRAM



LOGO



|* | Black Economic Empowerment
|- | --------------------------

|** | All mineral rights in name of the Company (Farms Drenthe and Witrivier) has been sold and transferred to RPM.
|-- | -------------------------------------------------------------------------------------------------------------

|*** | The mineral rights of the Company, specifically the Eastern Section (Farms Paschaskraal and De Kamp) has been sold and transferred to RPM, the
Western Section were consolidated into the adjacent Bokoni Mines operations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|@ | Dormant from December 13, 2013.
|- | -------------------------------

|^ | Bokoni Rehabilitation Trust is consolidated into Bokoni
|- | -------------------------------------------------------



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Report of Independent Registered Public Accounting Firm The Board of Directors and
Stockholders of Atlatsa Resources CorporationWe have audited the accompanying consolidated statements of financial position of Atlatsa Resources Corporation (the Corporation) as of 31 December 2013 and 2012, and the related
consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended 31 December 2013. We also have audited the Corporations internal control over financial reporting as of
31 December 2013, based on criteria established in Internal ControlIntegrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Corporations management is responsible
for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
managements report on internal control over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and express an opinion on the Corporations internal control over financial reporting
based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was
maintained in all material respects.

Our audits of the consolidated financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
Atlatsa Resources Corporation as of 31 December 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2013, in conformity with International Financial Reporting
Standards as issued by the International Accounting Standards Board. Also in our opinion, Atlatsa Resources Corporation maintained, in all material respects, effective internal control over financial reporting as of 31 December 2013, based on
criteria established in Internal ControlIntegrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG Inc.

Registered Auditors

Johannesburg, South Africa

31 March 2014



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##### Table of Contents

|ITEM 19 | EXHIBITS
|------- | --------

The following exhibits are filed as part of this Annual Report:



|       |  |                                                                                                                                                                                                                                                                                      
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Document                                                                                                                                                                                                                                                                             
|       | 
|1.     |  | Articles of the Company. (1)                                                                                                                                                                                                                                                         
|       | 
|4.01   |  | Joint Venture Agreement between PPL and Plateau dated November 25, 2003. (2)                                                                                                                                                                                                         
|       | 
|4.02   |  | Share Exchange Agreement between Pelawan and Atlatsa dated January 21, 2004. (2)                                                                                                                                                                                                     
|       | 
|4.03   |  | Shareholders Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of September 19, 2004.
(3)                                                                                                                                                                             
|       | 
|4.04   |  | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on October 31, 2006. (4)                                                                                                                                                             
|       | 
|4.05   |  | The Settlement Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of December 28, 2006.
(4)                                                                                                                                                                            
|       | 
|4.06   |  | Amending Agreement between Pelawan, Atlatsa and the Pelawan Trust, dated as of December 20, 2007.
(6)                                                                                                                                                                                
|       | 
|4.07   |  | Sale of Concentrate Agreement between RPM and Bokoni Mine, dated December 21, 2007. (6)                                                                                                                                                                                              
|       | 
|4.09   |  | Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28, 2008, as amended on May 13, 2009. (6)                                                                                                                                                               
|       | 
|4.10   |  | Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo American Platinum, dated March 28, 2008, as amended on May 13, 2009. (6)                                                                                                                                              
|       | 
|4.11   |  | Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine Proprietary Limited, dated March 28, 2008, as amended on May 13, 2009. (6)                                                                                                                               
|       | 
|4.12   |  | Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine Proprietary Limited (formerly Richtrau No. 207 Proprietary Limited), dated March 28,
2008, as amended on May 13, 2009. (6)                                                                                    
|       | 
|4.13   |  | Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum Mines and Richtrau 179 Proprietary Ltd dated March 28, 2008. (6)                                                                                                                                       
|       | 
|4.14   |  | Umbrella Services Agreement amongst Anglo American Platinum, Atlatsa and Holdco, dated March 28, 2008.
(6)                                                                                                                                                                           
|       | 
|4.15   |  | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on November 23, 2008. (6)                                                                                                                                                            
|       | 
|4.16   |  | Atlatsa Shareholders Agreement among Atlatsa Resources Corporation and Pelawan Investments and the Pelawan Trust dated June 12, 2009. (6)                                                                                                                                            
|       | 
|4.17   |  | Exchange Agreement among Atlatsa, Plateau and Central Plaza Investments 78 (Pty) (to be renamed Pelawan Finance SPV (Pty) Limited) dated June 12, 2009. (6)                                                                                                                          
|       | 
|4.18   |  | Global Intercreditor Agreement between Atlatsa, Plateau, Micawber 634 (Pty) Limited and Micawber 603 (Pty) Limited, Rustenburg Platinum Mines Limited, Standard
Chartered Bank and Tumelo Motsisi and Harold Motaung on behalf of the Pelawan Dividend Trust dated June 12, 2009. (6)



172



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.19 |  | Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau, Standard Chartered Bank and Micawber 634 (Pty) Limited. (6)                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 
|4.20 |  | Standby Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 
|4.21 |  | RPM Funding Loan Agreement between Rustenburg Platinum Mines Limited and Holdco dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|4.22 |  | RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C Resources Inc. and Rustenburg Platinum Mines dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                       
|     | 
|4.23 |  | Plateau Funding Loan Agreement between Plateau and Holdco dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|4.24 |  | Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 
|4.25 |  | Opco Funding Loan Agreement between Holdco and Richtrau No. 177 (Pty) Limited dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 
|4.26 |  | Conversion Implementation Agreement between the Pelawan Trust, Central Plaza Investments 78 (Pty) (to be remained Pelawan Finance SPV (Pty) Limited), Pelawan Investments (Pty) Ltd, Atlatsa, Plateau and Rustenburg Platinum Mines
Limited dated June 26, 2009. (6)                                                                                                                                                                                                                                                                   
|     | 
|4.27 |  | RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines Limited, Plateau, Central Plaza Investments 78 (Pty) Limited and Atlatsa dated June 12, 2009.
(6)                                                                                                                                                                                                                                                                                                                                                    
|     | 
|4.28 |  | Amendment Agreement among Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum
Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan
Dividend Trust dated May 28, 2013.(8)
|     | 
|4.29 |  | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine
Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated December 12,
2013.*                                           
|     | 
|4.30 |  | Amended and Restated Sale of Assets Agreement between Rustenburg Platinum Mines Limited and Boikgantsho Platinum Mine Proprietary Limited dated November 15, 2013.*                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|4.31 |  | Amended and Restated Sale of a Portion of a Mining Right Agreement between RPM and Ga-Phasha Platinum Mine Proprietary Limited dated November 15, 2013.*                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|4.32 |  | Amended and Restated Global Intercreditor Agreement among Atlatsa, Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan
Finance SPV Proprietary Limited, Tumelo Motsisi and Ansa Chris Harold Motaung dated March 27, 2013.*                                                                                                                                                                                                
|     | 
|4.33 |  | Amended and Restated Holdco Shareholders Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited and Bokoni Platinum Holdings Proprietary Limited dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                           



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.34 |  | Implementation Agreement between Atlatsa Resources Corporation, Camipath Proprietary Limited, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines
Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Ga-Phasha Platinum Mine Proprietary Limited, Boikgantsho Platinum Mine Proprietary Limited, Micawber 634 (RF)
Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Investments Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated March 27,
2013.*
|     | 
|4.35 |  | RPM Funding Common Terms Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Pelawan Finance SPV Proprietary Limited,
Atlatsa Resources Corporation and certain others dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 
|4.36 |  | Amended and Restated Subscription Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited and Atlatsa Resources Corporation
dated November 15, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|4.37 |  | Senior Term Loan and Revolving Facilities Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF)
Proprietary Limited and Micawber 603 (RF) Proprietary Limited dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|4.38 |  | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary
Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for
the time being of the Pelawan Dividend Trust dated December 12, 2013.*                                                                                                                                                                            
|     | 
|4.39 |  | Working Capital Facility Agreement between Rustenburg Platinum Mines Limited and Plateau Resources Proprietary Limited dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|4.40 |  | Amendment and Interim Implementation Agreement between Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited,
Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the
Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated September 26, 2012.*                                                                                                
|     | 
|8.1  |  | List of Subsidiaries. (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|11.1 |  | Code of Ethics. (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|12.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|12.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|13.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|13.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|15.1 |  | Corporate Governance Policies and Procedures Manual issued as of November 22, 2007. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



Notes:



|* | File herewith
|- | -------------



174



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##### Table of Contents

|(1) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended October 31, 2000.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended October 31, 2003.
|--- | ------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2004.
|--- | -------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2006.
|--- | -------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2007.
|--- | -------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2010.
|--- | -------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Atlatsas 6K filing on September 20, 2013
|--- | ----------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.



|                      |  |  |  |                               |  |                                
|--------------------- |  |  |  | ----------------------------- |  | -------------------------------
|                      |  |  |  | ATLATSA RESOURCES CORPORATION
|                      |  |  | 
|DATED: March 31, 2014 |  |  |  | By:                           |  | /s/ Kogi Naicker               
|                      |  |  |  |                               |  | Kogi Naicker                   
|                      |  |  |  |                               |  | Interim Chief Financial Officer



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##### Table of Contents

INDEX TO EXHIBITS



|     |  |                                                                                                                                                                                                                                                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|1.   |  | Articles of the Company. (1)                                                                                                                                                                                                                                                         
|     | 
|4.01 |  | Joint Venture Agreement between PPL and Plateau dated November 25, 2003. (2)                                                                                                                                                                                                         
|     | 
|4.02 |  | Share Exchange Agreement between Pelawan and Atlatsa dated January 21, 2004. (2)                                                                                                                                                                                                     
|     | 
|4.03 |  | Shareholders Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of September 19, 2004.
(3)                                                                                                                                                                             
|     | 
|4.04 |  | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on October 31, 2006. (4)                                                                                                                                                             
|     | 
|4.05 |  | The Settlement Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of December 28, 2006.
(4)                                                                                                                                                                            
|     | 
|4.06 |  | Amending Agreement between Pelawan, Atlatsa and the Pelawan Trust, dated as of December 20, 2007.
(6)                                                                                                                                                                                
|     | 
|4.07 |  | Sale of Concentrate Agreement between RPM and Bokoni Mine, dated December 21, 2007. (6)                                                                                                                                                                                              
|     | 
|4.09 |  | Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28, 2008, as amended on May 13, 2009. (6)                                                                                                                                                               
|     | 
|4.10 |  | Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo American Platinum, dated March 28, 2008, as amended on May 13, 2009. (6)                                                                                                                                              
|     | 
|4.11 |  | Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine Proprietary Limited, dated March 28, 2008, as amended on May 13, 2009. (6)                                                                                                                               
|     | 
|4.12 |  | Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine Proprietary Limited (formerly Richtrau No. 207 Proprietary Limited), dated March 28,
2008, as amended on May 13, 2009. (6)                                                                                    
|     | 
|4.13 |  | Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum Mines and Richtrau 179 Proprietary Ltd dated March 28, 2008. (6)                                                                                                                                       
|     | 
|4.14 |  | Umbrella Services Agreement amongst Anglo American Platinum, Atlatsa and Holdco, dated March 28, 2008.
(6)                                                                                                                                                                           
|     | 
|4.15 |  | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on November 23, 2008. (6)                                                                                                                                                            
|     | 
|4.16 |  | Atlatsa Shareholders Agreement among Atlatsa Resources Corporation and Pelawan Investments and the Pelawan Trust dated June 12, 2009. (6)                                                                                                                                            
|     | 
|4.17 |  | Exchange Agreement among Atlatsa, Plateau and Central Plaza Investments 78 (Pty) (to be renamed Pelawan Finance SPV (Pty) Limited) dated June 12, 2009. (6)                                                                                                                          
|     | 
|4.18 |  | Global Intercreditor Agreement between Atlatsa, Plateau, Micawber 634 (Pty) Limited and Micawber 603 (Pty) Limited, Rustenburg Platinum Mines Limited, Standard
Chartered Bank and Tumelo Motsisi and Harold Motaung on behalf of the Pelawan Dividend Trust dated June 12, 2009. (6)
|     | 
|4.19 |  | Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau, Standard Chartered Bank and Micawber 634 (Pty) Limited. (6)                                                                                                                                               



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.20 |  | Standby Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009.
(6)                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 
|4.21 |  | RPM Funding Loan Agreement between Rustenburg Platinum Mines Limited and Holdco dated June 12, 2009.
(6)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|4.22 |  | RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C Resources Inc. and Rustenburg Platinum Mines dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                       
|     | 
|4.23 |  | Plateau Funding Loan Agreement between Plateau and Holdco dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|4.24 |  | Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 
|4.25 |  | Opco Funding Loan Agreement between Holdco and Richtrau No. 177 (Pty) Limited dated June 12, 2009.
(6)                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 
|4.26 |  | Conversion Implementation Agreement between the Pelawan Trust, Central Plaza Investments 78 (Pty) (to be remained Pelawan Finance SPV (Pty) Limited), Pelawan
Investments (Pty) Ltd, Atlatsa, Plateau and Rustenburg Platinum Mines Limited dated June 26, 2009. (6)                                                                                                                                                                                                                                                                   
|     | 
|4.27 |  | RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines Limited, Plateau, Central Plaza Investments 78 (Pty) Limited and Atlatsa dated
June 12, 2009. (6)                                                                                                                                                                                                                                                                                                                                                    
|     | 
|4.28 |  | Amendment Agreement among Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources
Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the
time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated May 28, 2013.(8)
|     | 
|4.29 |  | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary
Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for
the time being of the Pelawan Dividend Trust dated December 12, 2013.*                                           
|     | 
|4.30 |  | Amended and Restated Sale of Assets Agreement between Rustenburg Platinum Mines Limited and Boikgantsho Platinum Mine Proprietary Limited dated
November 15, 2013.*                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|4.31 |  | Amended and Restated Sale of a Portion of a Mining Right Agreement between RPM and Ga-Phasha Platinum Mine Proprietary Limited dated November 15, 2013.*                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|4.32 |  | Amended and Restated Global Intercreditor Agreement among Atlatsa, Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF)
Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Tumelo Motsisi and Ansa Chris Harold Motaung dated March 27, 2013.*                                                                                                                                                                                                
|     | 
|4.33 |  | Amended and Restated Holdco Shareholders Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited and Bokoni Platinum
Holdings Proprietary Limited dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                           



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.34 |  | Implementation Agreement between Atlatsa Resources Corporation, Camipath Proprietary Limited, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines
Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Ga-Phasha Platinum Mine Proprietary Limited, Boikgantsho Platinum Mine Proprietary Limited, Micawber 634 (RF)
Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Investments Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated March 27, 2013.*
|     | 
|4.35 |  | RPM Funding Common Terms Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Pelawan Finance SPV Proprietary Limited,
Atlatsa Resources Corporation and certain others dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 
|4.36 |  | Amended and Restated Subscription Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited and Atlatsa Resources Corporation
dated November 15, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|4.37 |  | Senior Term Loan and Revolving Facilities Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF)
Proprietary Limited and Micawber 603 (RF) Proprietary Limited dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|4.38 |  | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary
Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for
the time being of the Pelawan Dividend Trust dated December 12, 2013.*                                                                                                                                                                            
|     | 
|4.39 |  | Working Capital Facility Agreement between Rustenburg Platinum Mines Limited and Plateau Resources Proprietary Limited dated March 27, 2013.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|4.40 |  | Amendment and Interim Implementation Agreement between Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited,
Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the
Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated September 26, 2012.*                                                                                                
|     | 
|8.1  |  | List of Subsidiaries.(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|11.1 |  | Code of Ethics. (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|12.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|12.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|13.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|13.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|15.1 |  | Corporate Governance Policies and Procedures Manual issued as of November 22, 2007. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



Notes:

|* | File herewith
|- | -------------



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##### Table of Contents

|(1) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended October 31, 2000.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended October 31, 2003.
|--- | ------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2004.
|--- | -------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2006.
|--- | -------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2007.
|--- | -------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Atlatsas Annual Report on Form 20-F for the year ended December 31, 2010.
|--- | -------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Atlatsas 6K filing on September 20, 2013
|--- | ----------------------------------------------------------------------



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