NAMF II will be managed by NAMF Capital Partners (Pty) Ltd (the “Fund Manager”); a jointly-owned partnership to be formed by Decorum Capital Partners (Pty) Ltd (“DCP”) and a Black Economic Empowerment (“BEE”) partner to be identified. DCP is a proprietary South African private equity fund management company that was established by Neil Gardyne, John Taylor and Arthur Mashiatshidi to manage the first New Africa Mining Fund. Both Gardyne and Taylor are on the management team for NAMF II, although Mashiatshidi has since left and been replaced by Wayne Botha. The principals of DCP are individuals with extensive fund management, deal structuring and mining sector experience and also have a good understanding and track record of working with juniors. DCP will serve as Advisor to the Fund Manager and will accordingly deploy the investment team and apply the practices and policies of DCP. Through the involvement of a BEE partner, DCP aims to introduce Historically Disadvantaged South Africans (HDSAs) into the management team, to broaden the team, develop a succession plan and potentially achieve compliance with South Africa’s BEE Code, as it applies to private equity funds.

The Fund Manager expects to raise $100 million to $300 million for NAMF II. IFC is considering providing up to $30 million in equity.

30.0 million (USD)

Product Line	IFC Investment (million USD)
Risk Management
Guarantee
Loan
Equity	30.0

* These investment figures are indicative

NAMF II will be established as two parallel investment vehicles, one offshore registered entity and another vehicle registered in South Africa. Both vehicles will be making investments in Africa with a bias toward Southern African Development Community (“SADC”) member countries.

With the involvement of IFC and potentially other Development Finance Institutions ("DFIs"), NAMF II is expected to establish a sizeable fund with significant financial and operational capability. NAMF II will focus on junior mining companies in Africa, which are typically unable to attract institutional investment for their early exploration and pre-development work. Providing capital at this end of the extractives resources value chain fills an important gap in an important sector, whose development holds significant potential economic impact and developmental benefits for the host countries in the long term. More immediately, the Project is expected to help junior mining companies advance their projects up the value chain, through the provision of equity capital and close support from the Fund Manager, while applying environmental and social best practices and establishing long-term partnerships across the region. The following indicators will be tracked throughout the life of the fund: Achievement of first close/funds raised Net IRR Number of employees of NAMF II investees Percentage/number of NAMF II investees acquiring mining permits/completing feasibility studies Percentage/number of NAMF II investees going into mine development Number of NAMF II investees in which the Fund Manager maintains a board seat

IFC is expected to: (i) play a strong catalytic role and provide a stamp of approval to assist the Fund Manager mobilize capital, particularly from international DFIs; (ii) improve the quality of the fund through structuring of terms; (iii) play a governance role through participation on NAMF II's Advisory Committee; (iv) provide expertise in environmental and social sustainability best practices; and (v) identify opportunities for co-investment and broader impact.

This project has been classified as a Category FI project according to IFC’s Environmental and Social Review Procedure. During appraisal, IFC analyzed the environmental and social performance of the New Africa Mining Fund (I), the predecessor to NAMF II, including the review of the capacity of the fund to manage social and environmental risks and to establish and maintain a Social and Environmental Management System (“SEMS”). NAMF II has developed and submitted to IFC a satisfactory SEMS. The Fund Manager will be required to: (i) commit to implement the SEMS to ensure that its investments are in compliance with the Applicable Performance Requirements; (ii) notify IFC for all Category A projects prior to NAMF II’s investment, and (iii) engage an environmental and social specialist to assist with environmental and social due diligence in respect of investments to be made by NAMF II on an ongoing basis. Once in portfolio, IFC will review the implementation and performance of NAMF II’s SEMS for the first three projects, prior to NAMF II’s investment, to ensure that the SEMS is robust.