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Sibanye Stillwater Limited ("Sibanye-Stillwater" or the "Group"), through its wholly-owned subsidiary, Stillwater Mining Company (the "Offeror"), announced today its offers to purchase for cash of its 4.000% Senior Notes due 2026 and 4.500% Senior Notes

prnewswire.com
SBSW The company is offering to purchase its outstanding senior notes to reduce gross debt. This is a debt management action and does not directly reflect operational performance or future prospects.

JOHANNESBURG, May 6, 2026 /PRNewswire/ -- Sibanye Stillwater Limited ("Sibanye-Stillwater" or the "Group"), through its wholly-owned subsidiary, Stillwater Mining Company (the "Offeror"), announced today its offers to purchase for cash the securities listed below (the "Offers"). The Offers are subject to the terms and conditions described in the offer to purchase dated 6 May 2026 (the "Offer to Purchase"). The Offer to Purchase can be obtained at the following website: https://deals.is.kroll.com/sibanye. Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

** 2026 Notes **

Dollars per $1,000 Principal Amount of Notes (1)

Title of Security

CUSIP

ISIN

Offer Type

Principal

Amount

Outstanding

Capped

Maximum

Amount

Tender Offer

Consideration

Early

Tender

Premium

Total Consideration

4.000% Senior

Notes Due 2026

Regulation S -

U85969 AE0

Regulation S -

USU85969AE07

Any and

All

$675,000,000

N/A

N/A

N/A

$1,000

144A -

86074Q AP7

144A -

US86074QAP72

Note:

(1) Does not include Accrued Interest, which will also be payable as described in the Offer to Purchase.

** Indicative Timetable (all times are NYC) **

Commencement Date: 6 May 2026

Any and All Expiration Date: 12 May 2026

Any and All Results Announcement Date: 13 May 2026

Any and All Guaranteed Delivery Expiration Date: 14 May 2026

Any and All Settlement Date: Expected to be 15 May 2026

Dollars per $1,000 Principal Amount of Notes (2)

Title of Security

CUSIP

ISIN

Offer

Type

Principal

Amount

Outstanding

Capped

Maximum

Amount

Tender Offer

Consideration

Early

Tender

Premium

Total Consideration

4.500% Senior

Notes due 2029 (1)

Regulation S -

U85969 AF7

Regulation S -

USU85969AF71

Capped

Offer

$525,000,000

$75,000,000

$932.50

$30.00

$962.50 3

144A -

86074Q AQ5

144A -

US86074QAQ55

Notes:

(1) Subject to the Capped Maximum Amount, the principal amount of 2029 Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase, on a prorated basis if applicable, in priority to other 2029 Notes validly tendered after the Early Tender Date.

(2) Does not include Accrued Interest, which will also be payable as described in the Offer to Purchase.

(3) The Total Consideration for the 2029 Notes already includes the Early Tender Premium.

** Indicative Timetable (all times are NYC) **

Commencement Date: 6 May 2026

Early Tender Date: 19 May 2026

Capped Tender Offer Early Results Announcement Date: 20 May 2026

Capped Tender Offer Early Results Settlement Date: 22 May 2026

Capped Tender Offer Expiration Date: 4 June 2026

Capped Tender Offer Results Announcement Date: As soon as practicable thereafter

Capped Tender Offer Settlement Date: Expected to be 8 June 2026

** Purpose of the Offer **

The purpose of the Tender Offers is to purchase a portion of the Notes, subject to the Capped Maximum Amount in the case of the 2029 Notes, in order to reduce Sibanye-Stillwater's gross debt. Notes purchased in the Tender Offers will be retired and cancelled.

** Financing Condition **

Sibanye-Stillwater UK Financing Plc, a wholly-owned subsidiary of Sibanye-Stillwater, further intends, subject to market conditions, to issue new U.S. dollar-denominated notes (the "New Notes"), with the Tender Offers expected to be funded in part by the New Notes. Acceptance for purchase of any Notes validly tendered in the Tender Offers, and the completion of the Tender Offers, are subject, without limitation, to the successful completion (in the sole and absolute determination of Stillwater) of the issuance of the New Notes (the "Financing Condition").

** Priority Allocation **

Allocations in the Debt Financing will be determined by Sibanye-Stillwater UK Financing Plc, the Group and the Initial Purchasers (as defined in the preliminary offering memorandum dated as of the date hereof) in their sole discretion based on a number of different factors, which may include an assessment of an investor's long-term interest in owning Sibanye-Stillwater UK Financing Plc's debt securities and the size and timing of such investor's indication of interest in the Debt Financing and in the Tender Offers. However, neither the Offeror nor the Dealer Managers (as set out below) are obligated to consider participation in the Tender Offers in making an allocation determination with respect to any particular investor.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offers.

** Dealer Managers **

Merrill Lynch International at +44 20 7996 5420 or +1 (888) 292-0070 or by email to [email protected] (Attention: Liability Management Group); Mizuho International plc at +34 91 790 7559 or by email to [email protected] (Attention: Liability management), Morgan Stanley & Co. International plc at +44 20 7677 5040 or by email to [email protected] (Attention: Liability Management Team, Global Capital Markets), Rand Merchant Bank, a division of FirstRand Bank Limited (London Branch) by email to [email protected] (Attention: Liability Management), and to RBC Capital Markets, LLC at +44 20 7029 0113, +1 212 618 7843, or +1 877 381 2099 or by email to [email protected].

** Tender Agent **

Kroll Issuer Services Limited: 44 20 7704 0880 or by email to [email protected], Attention: David Shilson.

SOURCE Sibanye Stillwater Company