Aquarius Platinum UK : Updated Appendix 3B

16 April 2014

For immediate release

Please note the Amended Appendix 3B released on 16 April 2014 has been updated to reflect the following information
• supplementary despatch of this Prospectus and Entitlement and Acceptance Form to Qualifying Australian
Shareholders will occur on 29 April 2014;
• trading in Nil Paid Rights ends on the ASX on 7 May 2014; and

• deferred settlement trading in the Rights Issue Shares ends, and the issue date for the Rights Issue Shares will occur, on 21 May 2014.

REGISTERED OFFICE

Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCX Bermuda

Email: info@aquariusplatinum.com

Telephone: +61 8 9367 5211

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Aquarius Platinum Limited

ABN

ARBN 087 577 893

We (the entity) give ASX the following information.

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued
Fully paid common shares in the capital Aquarius
Platinum Limited ("Company")

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
976,206,906 new common shares to be issued pursuant to a pro rata renounceable rights issue (as described in the announcement released to ASX on
16 April 2014) ("Rights Issue Shares").

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if +convertible

securities, the conversion price and dates for conversion)
The principal terms of the Rights Issue Shares are as for existing common shares.

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
Yes
The Rights Issue Shares will rank equally with the existing fully paid common shares in the Company in all respects from the allotment date.

5 Issue price or consideration A$0.25, 14 pence, or ZAR 2.41 per Rights Issue Share (depending upon the register on which the shareholder holds its common shares)
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
The Shares will be issued in connection with the Aquarius Platinum Limited Rights Issue, the proceeds from which will be used to settle the convertible bond tender offer made by the Company to existing convertible bondholders.
Any remaining proceeds will be retained by the Company to improve its balance sheet position and to increase liquidity in anticipation of the redemption of outstanding existing convertible bonds not tendered
in the tender offer.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

21 May 2014
8 Number and +class of all
+securities quoted on ASX (including the securities in clause
2 if applicable)
9 Number and +class of all
+securities not quoted on ASX (including the securities in clause
2 if applicable)

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Whilst the Company does not have a Dividend Policy, this matter is reviewed constantly by the Company's board of directors.

11 Is security holder approval No
required?

12 Is the issue renounceable or non- renounceable?
Renounceable
13 Ratio in which the +securities will be offered
2 Rights Issue Shares for every 1 fully paid common share held

14 +Class of +securities to which the offer relates

Fully paid common shares.
The common shares have, and the Rights Issue Shares (other than those quoted on the ASX on a deferred settlement basis) will have, an ISIN of BMG0440M1284.
The Rights Issue Shares quoted on the ASX on a deferred settlement basis will have an ISIN of BMG0440M2191.
The depository interests ("DI") quoted on London Stock Exchange ("LSE") have, and the new depository interests will have, the same ISIN as the common shares.
The ISIN for the trading of rights to subscribe for Rights Issue Shares ("Nil Paid Rights") on the ASX is BMG0440M1771.
The ISIN for Nil Paid Rights and DI Nil Paid
Rights trading on the LSE is BMG0440M1938.
The ISIN for the Nil Paid Rights trading on the
Johannesburg Stock Exchange is BMG0440M1854.
15 +Record date to determine entitlements
16 April 2014 (UK record date), 28 April 2014 (Australian record date), and 29 April 2014 (South African record date)

16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions
Entitlements to Rights Issue Shares will be rounded down to the nearest whole number. Fractional entitlements will be disregarded and will not be allotted to qualifying shareholders.

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Subject to certain exceptions, the United States, Canada and Japan (each an "Excluded Territory").
19 Closing date for receipt of acceptances or renunciations
14 May 2014

20 Names of any underwriters Rand Merchant Bank (a division of FirstRand Bank Limited), Absa Bank Limited (acting through its corporate and investment banking division) and Euroz Securities Limited.

21 Amount of any underwriting fee or commission
Details disclosed in offer document released on or about the date of this Appendix 3B.

22 Names of any brokers to the -
issue

23 Fee or commission payable to -
the broker to the issue

24 Amount of any handling fee - payable to brokers who lodge acceptances or renunciations on behalf of +security holders

25 If the issue is contingent on -

+security holders' approval, the date of the meeting

26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
The Company will send Entitlement and Acceptance Forms to relevant Aquarius shareholders in two rounds, the first following the Australian Mailing List Date (15 April 2014) and the second following the actual Australian Record Date (28 April 2014), as described below.
If you are hold common shares in the Company that are registered on the Australian register as at the Australian Mailing List Date, other than a shareholder with a registered address or who is located or resident in an Excluded Territory
(subject to certain exceptions), on or about 15 April
2014 you will be sent by post an Entitlement and Acceptance Form giving you provisional details of your Nil Paid Rights, based on your holding of Aquarius common shares as at Australian Mailing List Date. If your holding of common shares in the Company does not change before the Australian Record Date you may take up your entitlement as

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 4

shown in that Entitlement and Acceptance Form. If you sell your common shares in the Company and, as a consequence, are no longer on the register on the Australian Record Date you will not be entitled to participate in the Rights Issue.
If you hold common shares in the Company on the Australian Record Date but did not hold any common shares at the Australian Mailing List Date, or if your holding of common shares has changed since the Australian Mailing List Date, and in each case, subject to certain exceptions, you are not located or resident in and your registered address is not in an Excluded Territory (subject to certain exceptions), on or about 29 April 2014 you will be sent by post a final Entitlement and Acceptance Form providing details of your entitlement based on your holding of common shares in the Company as at the actual Australian Record Date. If you receive both a provisional Entitlement and Acceptance
Form and a final Entitlement and Acceptance Form, you may only take up your entitlement as shown in the latter form. Persons who acquired common shares in the Company after the Australian Mailing List Date should note that they will have a limited period following receipt of relevant offer
documents and their final Entitlement and
Acceptance Form to take up their entitlements.
27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

N/A

28 Date rights trading will begin (if applicable)

23 April 2014 (Australia) and 22 April 2014 (UK
and South Africa)
29 Date rights trading will end (if applicable)
7 May 2014 (Australia), 8 May 2014 (South Africa)
and 14 May 2014 (UK)

30 How do +security holders sell their entitlements in full through a broker?
31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

The shareholders must provide appropriate instructions to their stockbroker and provide them with any information requested by them in order to effect their instructions as soon as possible.
If you hold your common shares on the Australian register, you should:
(a) if they are paying by cheque, complete the Entitlement and Acceptance Form in accordance with the instructions on that form, specifying the number of Rights Issue Shares they wish to subscribe for, and lodge that completed form together with cheque in accordance with the instructions on that form;

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

(b) if they are paying by BPAY, follow the instructions that will be set out on the Entitlement and Acceptance Form; and
(c) in relation to any balance of Nil Paid Rights they wish to sell, provide appropriate instructions to their stockbroker and provide to them any information requested by them in order to effect those instructions as soon as possible.

32 How do +security holders dispose of their entitlements (except by sale through a broker)?
In relation to shareholders who hold their common shares on the Australian register:
(a) If the shareholder holds their shares on the Company Sponsored Subregister, together with the transferee complete a standard renunciation and transfer form and
forward the completed form, together with their Entitlement and Acceptance Form for any Nil Paid Rights that the transferee wishes to take up and a cheque for the relevant application monies to Aquarius'
share registry at the address shown on the
Entitlement and Acceptance Form so that they are received by no later than 5.00pm (AEST) on 14 May 2014.
(b) If Aquarius' share registry received both a completed renunciation and transfer form and a completed Entitlement and Acceptance Form in favour of the same shareholder in respect of the same Nil Paid Rights, the first document received will be given effect in priority (unless Aquarius in its absolute discretion decides otherwise).
(c) If the shareholder holds their shares on the CHESS Subregister or the transferee intends to take the Nil Paid Rights into a CHESS holding, the shareholder must contact their controlling participant (usually their stockbroker). Aquarius cannot effect a transfer of Nil Paid Rights to or from a CHESS holding.

33 +Despatch date 21 May 2014

You need only complete this section if you are applying for quotation of securities

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 6

(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities

38 Number of securities for which

+quotation is sought

39 Class of +securities for which quotation is sought

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)
42 Number and +class of all
+securities quoted on ASX (including the securities in clause
38)

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted

+quotation.

• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 8

• Section 724 or section 1016E of the Corporations Act does not apply to

any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the

+securities to be quoted under section 1019B of the Corporations Act at

the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

+ See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9

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