JSE-listed Exxaro Resources has entered into binding agreements to acquire shares and claims in manganese assets held by Ntsimbintle Holdings and OM Holdings in a "transformational" R11.67-billion transaction.

The company says this investment marks a significant milestone in its strategic journey to transition into a diversified minerals and energy-solutions business.

It describes the acquisition as a natural extension of its strategic commitment to building a sustainable, future-fit portfolio.

The broader strategy includes significant investments in renewable energy, including wind and solar; exploration of essential transition minerals such as manganese and copper; and the use of innovative technologies to enhance operational efficiency and reduce environmental impact.

The target assets, located within the globally significant Kalahari Manganese Field (KMF), in the Northern Cape, comprise 74% of Ntsimbintle Mining; 19.99% of Jupiter; 100% of Ntsimbintle Marketing and Trading; 51% of Mokala; and 9% of Hotazel Manganese mines.

Through the acquisition, Exxaro gains exposure to four operating mines, including 60.1% effective ownership in the Tshipi Borwa mine, 51% in Mokala and 9% in Hotazel Manganese Mines which operate Mamatwan and Wessels mines.

The company says the transaction is value-, earnings- and cashflow-accretive from day one.

“This transaction puts together two strong black economic empowerment companies who are both consistent dividend payers and positions Exxaro as a formidable and diversified mining company of reference in South Africa and I am delighted that we can utilise our strong coal resources as a base to prudently accelerate our asset portfolio to include transition minerals and to grow our energy solutions business,” says Exxaro CEO Ben Magara.

Safika and Ntsimbintle Holdings chairperson Saki Macozoma comments that the transaction is significant for the South African mining sector.

“We are pleased that these assets will remain in South African hands as Exxaro is an excellent custodian that shares Safika and Ntsimbintle’s strong values of safety, sustainability and a social licence to operate, while providing certainty to our valued employees and host communities.

“The sale of our manganese assets are consistent with our long-term plan to continue to simplify and strengthen our portfolio in order to generate shareholder value,” he says.

Magara adds that the transaction provides Exxaro with a strong entry point into the manganese sector, noting that manganese is essential to steelmaking and has a growing market in the battery and renewable technology supply chains.

“The acquisition will see us deploy our operational and commercial expertise in bulk commodities, logistics and deep knowledge of the South African mining landscape including the regulatory environment, to unlock sustained growth and stakeholder value in the KMF,” says Magara.

The company states that the acquisition provides it with “unrivalled commodity diversity and strength” with long-life assets, well above Exxaro’s minimum target of ten years, and upside brownfield expansion potential through a substantial mineral resource base.

The mines have long-term contracts and a stable customer base, predominantly in China and India, and are located in an established mining hub with good infrastructure.

Exxaro notes that the bulk and openpit mining methods used at these operations are within its own core strength and capabilities, thus also providing technical synergies.

In addition to securing new revenue streams and strong market positioning, Exxaro says the acquisition underscores its role in advancing national priorities, including supporting the just energy transition, local beneficiation, infrastructure development and job creation.

“Part of our considerations for the acquisition was ensuring that our investment aligns with our priorities of safe, efficient and environmentally conscious operations, with a strong focus on beneficiation to enhancing product value.

“Our approach ensures that our growth also uplifts local communities through job creation, skills development and sustainable social impact – reinforcing our role as a purpose-driven, proudly South African company.

“We are looking forward to entering into new partnerships with established, reputable mining companies and strong management and employees in the KMF and unlocking value for South Africa’s economy at large,” concludes Magara.

The transaction is subject to regulatory approvals, with the indicative completion date being the first quarter of 2026.

The R11.67-billion purchase price excludes the potential tag along rights of Mokala, as well as agreed escalation based on a lock box structure.

Should Blue Falcon, which owns 49% of Mokala Mines, exercises its tag along rights inclusive of escalations, Exxaro says the maximum consideration could go up to R14.64-billion, which it says is still within its available cash reserves.

Post transaction, Exxaro notes that its balance sheet will still remain strong with a net cash position.