THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please consult your broker, Central Securities Depository Participant (CSDP), banker, attorneys, accountant or other professional advisor immediately.

Action required

All shareholders

If you have disposed of all or any of your shares in Absolute Holdings Limited, this circular should be handed to the purchaser of such shares or to the broker, CSDP, banker or agent through whom you disposed of such shares. Detailed action required by shareholders is set out on page 12 of this circular.

ABSOLUTE HOLDINGS LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1986/004649/06)ISIN: ZAE000144267 Share code: ABO

(Absolute or the Company)

CIRCULAR TO SHAREHOLDERS, INCORPORATING REVISED LISTING PARTICULARSregarding

the acquisition of:

an effective 60% interest in Bauba A Hlabirwa Mining Investments (Proprietary) Limited for a purchase consideration of R340 623 000 to be settled through the issue of 68 124 600 new shares in Absolute at an issue price of R5.00 per share; and

incorporating the potential further acquisition of an effective 60% interest in the Houtbosch prospecting right subject to the notarial execution and registration of the already granted prospecting right, for an additional consideration of R105 948 000, which will be settled though the issue of 21 189 600 new shares in Absolute at an issue price of R5.00 per share; and

an increase in the Companys authorised share capital from 25 000 000 shares of R1.00 each to 200 000 000 shares of R1.00 each;

the specific issue of up to 30 000 000 shares for cash to non-related parties at a price to be determined;

the issue of approximately 1 875 598 shares to Qinisele Resources at a price to be determined;

a proposed waiver of a mandatory offer;

repositioning of the Company by:

the reconstitution of the board of directors;

a proposed name change of the Company to Bauba Platinum Limited;

the transfer of the Companys listing to the Main Board of the JSE Limited; and

amendment to the share incentive scheme;

and incorporating

a notice convening a general meeting of the Companys shareholders;

a form of proxy (for use by certificated shareholders and dematerialised shareholders with own name registration only);

a form of surrender (for use by certificated shareholders in relation to the change of name of the Company); and

Revised Listing Particulars.

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CORPORATE INFORMATION

Directors

MK Diale* (Chairman)AM Sher*# (Deputy Chairman)MW Rosslee (Chief Executive Officer)GP Sequeira (Financial Director)JJ Serfontein*

*Non-executive

#Independent

Sponsor

Arcay Moela Sponsors (Proprietary) Limited(Registration number 2006/033725/07)Arcay House IINumber 3 Anerley RoadParktown, 2193(PO Box 62397, Marshalltown, 2107)

Corporate Advisor

Qinisele Resources (Proprietary) Limited(Registration number 1997/022049/07)6th Floor, West TowersSandton City TowersCnr Rivonia Road and 5th StreetSandton, 2146(PO Box 2345, North Riding, 2162)

Transfer Secretaries

Computershare Investor Services (Proprietary) Limited(Registration number 2004/003647/07)Ground Floor, 70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)

Banker

Nedbank Limited(Registration number 1951/000009/06) 2nd Floor, Block FCorporate Place135 Rivonia RoadSandown, 2196(PO Box 1144, Johannesburg, 2000)

Place and date of incorporation

South Africa, 14 November 1986

Secretary, Registered Office

Arcay Client Support (Proprietary) Limited(Registration number 1998/025284/07)Arcay House IINumber 3 Anerley RoadParktown, 2193(PO Box 62397, Marshalltown, 2107)

Independent Expert and Independent Reporting Accountants

Moore Stephens (Jhb) Corporate Finance (Proprietary) Limited(Registration number 2007/023666/07)7 West StreetHoughton, 2198(PO Box 1574, Houghton, 2041)

Competent Person

Venmyn Rand (Proprietary) Limited(Registration number 1998/004918/07)First Floor, Block GRochester Place173 Rivonia RoadSandton, 2146(PO Box 782761, Sandton, 2146)

Auditors to Absolute

TAG Incorporated(Practice number 961450)Emwil House West, 15 Pony Street, Tijgervallei Office Park, Silver Lakes, 0081(Private Bag X35, Lynnwood Ridge, 0040)

Attorney

Routledge Modise Incorporated, trading as Eversheds in association with Eversheds LLP(Registration number 1992/006150/21)22 Fredman DriveSandton, 2146(PO Box 78333, Sandton, 2146)

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TABLE OF CONTENTS

Page

Corporate information 1

Definitions and interpretations 4

Action required by shareholders 12

Salient dates and times 13

Salient features of Bauba 14

Circular to shareholders

1. Introduction 18

2. Incorporation, history and nature of business 19

3. The acquisition 19

4. The waiver of the mandatory offer and confirmation of no special arrangements 25

5. Name change of Company 25

6. Share issue for cash 26

7. Issue of shares to Qinisele Resources and proposed amendment toshare incentive scheme 27

8. Increase in authorised share capital 27

9. Reconstitution of the board 27

10. Historical financial information 28

11. Major shareholders 28

12. Share capital and other information 29

13. Directors and key management 30

14. Material borrowings, commitments and contingent liabilities 33

15. Material contracts 34

16. Adequacy of capital 34

17. Material changes 34

18. Litigation statement 3 5

19. Exchange Control Regulations 35

20. Opinions and recommendations 36

21. Directors responsibility statement 36

22. Consents 36

23. Costs 36

24. Code of Corporate Practice and Conduct 37

25. General meeting of shareholders 37

26. Documents available for inspection 38

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Page

Annexure 1 Reporting accountants report on the historical financial information of Bauba 39

Annexure 2 Historical financial information of Bauba for the years ended 28 February 2009 and 28 February 2010 41

Annexure 3 Independent reporting accountants assurance report on the consolidated pro forma financial information of Absolute Holdings Limited 50

Annexure 4 Pro forma financial effects of the transactions and pro forma income statement and balance sheet 52

Annexure 5 Reporting accountants report on the historical financial information of NMR 57

Annexure 6 Historical financial information of NMR for the year ended 28 February 2010 59

Annexure 7 Share price history of Absolute 64

Annexure 8 Executive summary of Competent Persons Report on the Bauba Project 66

Annexure 9 Location map 89

Annexure 10 Independent expert opinion in relation to the waiver of the offer to minority shareholders 90

Notice of general meeting of shareholders of Absolute 96

Form of proxy (for use by certificated and own name dematerialised shareholders only) Attached

Form of surrender (yellow) Attached

Revised Listing Particulars and appendices 105

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DEFINITIONS AND INTERPRETATIONS

In this circular, unless otherwise stated or the context so requires, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa, words denoting one gender include the other and expressions denoting natural persons include juristic persons and associations of persons:

Absolute or the Company Absolute Holdings Limited (Registration number 1986/004649/06), a public company duly incorporated in South Africa on 14 November 1986, currently listed on the VCM, having its registered address at Arcay House II, 3 Anerley Road, Parktown, Johannesburg and the controlling shareholder of which is Calulo Resources, currently holding 4 872 811 shares (30.43%);

Absolute Tiles Absolute Tiles (Proprietary) Limited (Registration number 2002/004264/07), a private company duly incorporated in South Africa on 28 February 2002, having its registered address at 41 Sprite Street, Faerie Glen, Pretoria and which company was formerly a wholly owned subsidiary of Absolute;

the acquisition or the acquisition of a 60% interest in Bauba from:the Bauba acquisition the Bauba sellers (25.6% directly); and

the NMR sellers (34.4% indirectly through the acquisition of 100% of the NMR shares),

in terms of the acquisition agreement;

the acquisition agreement the agreement between Absolute, Bauba, the Bauba sellers, NMR and the NMR sellers dated 12 February 2010, in terms of which Absolute will acquire:

an effective 60% direct and indirect interest in the share capital of Bauba for a purchase consideration of R340 623 000 to be settled through the issue of 68 124 600 new ordinary Absolute shares at an issue price of R5.00 per Absolute share, in an asset for share transaction in terms of section 42 of the Income Tax Act, following which the Bauba sellers and NMR sellers will hold an effective 81% direct interest in the share capital of Absolute prior to the minimum capital raising ; and

the Houtbosch prospecting right, subject to the grant and notarial execution and registration of the Houtbosch prospecting right with Bauba, for an additional consideration of R105 948 000 to be settled through the issue of a further 21 189 600 new ordinary Absolute shares at an issue price of R5.00 per Absolute share; and

in terms of which Absolute is required to secure a minimum capital raising of R60 000 000;

the Act the Companies Act, No. 61 of 1973, as amended, and the Corporate Laws Amendment Act, No. 24 of 2006;

Allied Quartzite Allied Quartzite (Proprietary) Limited (Registration number 1965/000550/07), a private company duly incorporated in South Africa on 21 January 1965 and having its registered address at 43 Duke Street, Observatory, Cape Town, from which Lubtalk acquired mineral leases in 2008;

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Arcay Client Support Arcay Client Support (Proprietary) Limited (Registration number 1998/025284/07), a private company duly incorporated in South Africa on 18 December 2008 and having its registered address at Arcay House II, 3 Anerley Road, Parktown, Johannesburg;

Arcay Moela Sponsors Arcay Moela Sponsors (Proprietary) Limited (Registration number 2006/033725/07), a private company duly incorporated in South Africa on 27 October 2006 and having its registered address at Arcay House II, 3 Anerley Road, Parktown, Johannesburg;

Bapedi Nation the Bapedi Nation of Sekhukhuneland, a shareholder of Bauba, holding 47 ordinary shares in the entire issued share capital of Bauba, constituting 37.6% of the issued share capital of Bauba, which shareholding will be retained in Bauba;

Bauba Bauba A Hlabirwa Mining Investments (Proprietary) Limited (Registration number 2006/039054/07), a private company incorporated in South Africa on 19 December 2006, having its registered address at Ground Floor, ICR House, Alphen Office Park, Constantia Main Road, Constantia, Cape Town, which company is held directly and indirectly by the Bapedi Nation (37.6%), Hlabirwa (8.0%), NMR (34.4%) and Highland (20.0%) and which company will be held by Absolute (60%), Bapedi Nation (37.6%) and Hlabirwa (2.4%) pursuant to the acquisition;

Bauba Platinum Bauba Platinum Limited (Registration number 1986/004649/06), being the proposed new name of Absolute;

Bauba Project the underlying assets acquired from Bauba covered by the Project Area;

the Bauba sellers Hlabirwa and Highland;

Bauba shares 32 shares of R1.00 each in the issued share capital of Bauba held by the Bauba sellers constituting 25.6% of the entire issued share capital of Bauba, which are sold by the Bauba sellers as follows:

Highland 25 ordinary shares of R1.00 each (20%); and

Hlabirwa 7 ordinary shares of R1.00 each (5.6%);

the board the board of directors of Absolute as constituted from time to time;

business day any day excluding a Saturday, Sunday or a South African public holiday;

Calulo Investments Calulo Investments (Proprietary) Limited (Registration number 1999/019685/07), a private black economic empowerment company duly incorporated in South Africa on 9 August 1999, having its registered address at Platinum Place, Turnberry Office Park, 48 Grosvenor Road, Bryanston, Johannesburg, which company currently holds 95% in Calulo Resources;

Calulo Resources Calulo Resources (Proprietary) Limited (Registration number 2002/027188/07), a private company duly incorporated in South Africa on 31 October 2002, having its registered address at Platinum Place, Turnberry Office Park, 48 Grosvenor Road, Bryanston, Johannesburg and the controlling shareholder of which is Calulo Investments;

Central Cluster means the farms Magneetsvlakte 541KT and Dingaanskop 543KT;

certificated shareholders shareholders who have not dematerialised their Absolute share certificates in terms of Strate;

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certificated shares those shares represented by share certificate(s) or other physical documents of title which have not been surrendered for dematerialisation in terms of the requirements of Strate;

CIPRO Companies and Intellectual Property Registration Office;

circular or this circular all the documents contained in this bound document, dated 7 May 2010, including the circular to shareholders and annexures thereto, notice of the general meeting of shareholders, form of proxy, form of surrender (yellow) and incorporating Revised Listing Particulars with appendices thereto;

claw back or repurchase the potential reduction of the purchase consideration through the cancellation or repurchase of shares against certain of the farms in the Southern Cluster as follows:

Groot Vygenboom 284KT 20 628 000 Absolute shares; and

Genokakop 285KT 16 405 200 Absolute shares,

totalling a maximum possible cancellation or repurchase of 37 033 200 Absolute shares as further detailed in paragraph 3.1.2 of the circular;

claw back shares or such number of shares to be cancelled or repurchased in terms of repurchase shares the claw back, which shares will be held in trust for a minimum period

of two years. Should any court application citing Bauba and/or the Company be brought for a remedy which will result in revocation or cancellation of any rights in the Southern Cluster within the two year period, then the restrictions will continue to apply until the matter has been finally resolved and the court applications finalised;

Closing Date the third business day after fulfilment of the conditions precedent as further detailed in paragraph 3.3 of the circular;

common monetary area the Republic, the Kingdoms of Swaziland and Lesotho and the Republic of Namibia;

Competition Authorities the applicable competition authorities in terms of the Competition Act, No. 89 of 1998, as amended;

controlling shareholder Calulo Resources, which currently controls the board and holds 4 872 811 shares (30.42%) in Absolute subsequent to the recent issue of shares for cash prior to December 2009 and prior to the transactions; and

Highland after the transactions, which will hold 61 085 027 shares, which will be approximately 44.5% in Absolute pursuant to the transactions;

CSDP Central Securities Depository Participant;

CV curriculum vitae;

Danene Trust Danene Trust ( Masters reference IT2184/2004), represented by JH Wessels, the family trust of JH Wessels (ID number 670412 5178 08 8);

dematerialised shareholders holders of dematerialised shares;

dematerialised shares those shares that have been incorporated into the Strate system and which are held on the Companys sub-register in electronic form in terms of the Custody and Administration of Securities Act of 1992;

Dikopane Dikopane NN Mining (Pty) Limited (Registration number 2008/018567/07), duly incorporated in South Africa on 4 August 2008, having its registered address at Eco Park Estates, Highveld, Centurion, 0176 a company in which Absolute holds a 49% interest and has an option to acquire a further 11% interest;

7

directors or the directors the directors of Absolute at the date of this circular, as listed on the inside front cover of this circular;

DMR the Department of Mineral Resources (formerly the Department of Minerals & Energy;

effective date the effective date of the acquisition of Bauba, being the day after the Closing Date;

finalisation date the date of finalisation of the change in name of the Company, being no later than Friday, 25 June 2010, or such later date as may be announced on SENS and in the press;

general meeting of shareholders the general meeting of shareholders to be held at 10h00 on Monday, 7 June 2010 at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg to consider, and if deemed fit, approve the special and ordinary resolutions contained in the notice of general meeting of shareholders attached to this circular;

group or the group Absolute and its subsidiaries from time to time;

Highland Highland Trading Investments Limited (BVI company number 1389186), a company duly registered according to the company laws of the British Virgin Islands, a non-resident and foreign company administered and controlled by Oak Trustees at Guernsey Channel Islands having its registered address at c/o Oak Trust Guernsey Limited, 18 20 Le Pollet, St Peter Port, Guernsey, GY11WH and which company will become the controlling shareholder in Absolute pursuant to the approval of the transactions;

Hlabirwa Hlabirwa Mining Investments (Proprietary) Limited (Registration number 2000/017808/07), formerly Cle du Cap No. 35 (Proprietary) Limited, a private company duly incorporated in South Africa on 3 August 2000 having its registered address at Ground Floor, ICR House, Alphen Office Park, Constantia Main Road, Constantia, Cape Town, the controlling shareholders of which are or will be the son, Victor Thulare, and widow, Maria Thulare of the late Kgosi Sekhukhune Rhyne Thulare, the King of the Bapedi Nation through a discretionary trust for the benefit of the said son and widow and their descendents and such other beneficiaries as the trustees may be entitled to nominate, one of the Bauba sellers which will retain a 2.4% shareholding in Bauba;

Houtbosch the farm Houtbosch 323KT;

Houtbosch acquisition the additional acquisition of the Houtbosch prospecting right to be settled through the issue of the Houtbosch payment shares;

Houtbosch payment shares the purchase consideration for a 60% participation in the Houtbosch prospecting right being R105 948 000 to be settled through the issue of 21 189 600 new ordinary shares in Absolute at R5.00 per share, as follows:

Math-Pin Trust 2 104 857 ordinary shares of R1.00 each;

Danene Trust 773 008 ordinary shares of R1.00 each;

Kumane Trust 773 008 ordinary shares of R1.00 each;

Pimlico Investment Trust 238 375 ordinary shares of R1.00 each;

Orata Trust 830 366 ordinary shares of R1.00 each;

Highland 14 492 290 ordinary shares of R1.00 each; and

Hlabirwa 1 977 696 ordinary shares of R1.00 each;

Houtbosch prospecting right the prospecting right granted over Houtbosch;

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IFRS International Financial Reporting Standards;

Income Tax Act Income Tax Act, 58 of 1962, as amended;

Johnson Matthey Johnson Matthey Plc, a specialty chemicals company focused on core skills in catalysis, precious metals, fine chemicals and process technology;

JSE or the JSE the JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in South Africa on 1 July 2005 having its registered address at 1 Exchange Square, 2 Gwen Lane, Sandown, a licenced stock exchange in accordance with the Securities Services Act, No. 36 of 2004;

Kumane Trust Kumane Trust ( Masters reference IT2180/2004) duly represented by NPJ van der Hoven, the family trust of NPJ van der Hoven (ID number 550817 5165 080;

last practicable date Thursday, 29 April 2010, being the last practicable date prior to the finalisation of this circular;

Lekkersing Diamond Quartzite the diamond quartzite sandstone mining operation in the Richterveld, mine or Lekkersing quartzite conducted through Lenopodi;

Lenopodi Lenopodi (Proprietary) Limited, formerly Absolute Coleccions (Proprietary) Limited (Registration number 2002/004142/07), a private company duly incorporated in South Africa on 22 February 2002, having its registered address at 1st Floor, Block B, Sandhurst Office Park, corner of Rivonia Road and Katherine Street, Sandton, which company is a wholly owned subsidiary of Absolute;

Listings Requirements the Listings Requirements of the JSE;

Lubtalk Investments Lubtalk Investments (Proprietary) Limited (Registration number 2003/024338/07), a private company duly incorporated in South Africa on 1 October 2003, having its registered address at Platinum Place, Turnberry Office Park, 48 Grosvenor Road, Bryanston, Johannesburg, which company holds the Lekkersing Diamond Quartzite mine, the controlling shareholder of which is Lenopodi, currently holding 90%;

Main Board the Main Board of the list of the JSE;

Math-Pin Trust Math-Pin Trust ( Masters reference IT7205/2001), duly represented by Dr Nakedi Mathews (Mathews) Phosa, the family trust of Mathews Phosa (ID number 520901 5784 087);

Minerals Act the Minerals Act, No. 50 of 1991, which has since been repealed and replaced by the Mineral and Petroleum Resources Development Act , No. 28 of 2002;

minimum capital raising the minimum capital to be raised in terms of the acquisition agreement, being R60 000 000, required for the mining work programme, as further detailed in paragraphs 1 and 3.1 of the circular which amount can be amended, subject to the parties agreeing in writing and which has been assumed to be raised through the issue of 12 000 000 new shares at an assumed issue price of R5.00 per share for the purpose of this circular and which issue of shares will form part of the share issue for cash;

m oz million ounces;

MPRDA Mineral and Petroleum Resource Development Act of 2002, as amended;

9

Mt million tonnes;

name change the proposed name change for Absolute to Bauba Platinum Limited or such other name as may be approved by CIPRO;

NMR Ndarama Mineral Resources (Proprietary) Limited (Registration number 2006/035052/07), a private company duly incorporated in South Africa on 9 November 2006 having its registered address at Ground Floor, ICR House, Alphen Office Park, Constantia Main Road, Constantia, Cape Town, the current shareholders of which are the Math-Pin Trust (17.3%), Danene Trust (6.35%), Kumane Trust (6.35%), Pimlico Investment Trust (2.0%), Orata Trust (6.8%) and Highland (61.2%), which company holds 34.4% in Bauba and is being acquired 100% by Absolute;

NMR sellers collectively the Math-Pin Trust, Danene Trust, Kumane Trust, Pimlico Investment Trust, Orata Trust and Highland;

NMR shares means collectively 23 087 shares of R1.00 each in the issued share capital of NMR held by the NMR sellers, constituting 100% of the entire issued share capital of NMR, which are sold by the NMR sellers as follows:

Math-Pin Trust 4 000 ordinary shares of R1.00 each;

Danene Trust 1 469 ordinary shares of R1.00 each;

Kumane Trust 1 469 ordinary shares of R1.00 each;

Pimlico Investment Trust 453 ordinary shares of R1.00 each;

Orata Trust 1 578 ordinary shares of R1.00 each; and

Highland 14 118 ordinary shares of R1.00 each,

which company holds 34.4% in Bauba;

Northern Cluster means the farms Feasantlaagte 506KT, Zwitzerland 473KT, the remainder of Indi 474KT and Schoonoord 462KT;

odd lot offer the offer to odd lot shareholders to repurchase odd lot shares pursuant to the share consolidation at a repurchase price of R4.00 per share as approved by shareholders in general meeting and which shares have been subsequently placed under the Companys general authority to issue shares for cash in accordance with the Listings Requirements;

Orata Trust the Orata Trust ( Masters reference IT7512/1997), duly represented by PC Pienaar, the family trust of PC Pienaar (ID number 64050 5 5074 087);

other Absolute Mineral Assets other than Lekkersing Diamond Quartzite, the other mineral assets and interests held by Absolute, comprising picture stone, coal through Dikopane and lime prospecting permits;

parties the parties to the acquisition agreement, namely Absolute, Bauba, NMR, the Bauba sellers and the NMR sellers;

PGMs Platinum Group Metals;

Pimlico Investment Trust Pimlico Investment Trust ( Masters reference IT4574/96), duly represented by AM Slabber, the family trust of AM Slabber (ID number 570104 5003 082);

Project Area collectively the Central Cluster, Northern Cluster and Southern Cluster;

purchase consideration the purchase consideration for the Bauba acquisition being R340 623 000 to be settled through the issue of 68 124 600 new Absolute ordinary shares, as follows:

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Math-Pin Trust 6 767 116 ordinary shares of R1.00 each;

Danene Trust 2 485 224 ordinary shares of R1.00 each;

Kumane Trust 2 485 224 ordinary shares of R1.00 each;

Pimlico Investment Trust 766 376 ordinary shares of R1.00 each;

Orata Trust 2 669 627 ordinary shares of R1.00 each;

Highland 46 592 737 ordinary shares of R1.00 each; and

Hlabirwa 6 358 296 ordinary shares of R1.00 each;

the purchaser Absolute;

Qinisele Resources Qinisele Resources (Proprietary) Limited (Registration number 1997/022049/07), a private company duly incorporated in South Africa on 18 December 1997, having its registered address at Second Floor, 3 Sturdee Avenue, Rosebank, the directors of the company being Robert Andrew Brady and Eric Hugh Dennis Tucker and 25.1% of which company is held by Absolute, with 74.9% continuing to be held by the Qinisele Resources shareholders;

Qinisele Resources shareholders the shareholders in Qinisele Resources, being the RAB Investment Trust, the Susanna Catarina Du Toit Trust (Masters reference IT 1584/00), the Tucker Boys Trust, Andreas Markus Lobert and Robert Grant Philpot;

the RAB Investment Trust the RAB Investment Trust ( Masters reference IT 8199/02), the family trust of Robert Andrew Brady;

Rand or R South African Rand;

resolutions the special and ordinary resolutions, to be considered and, if deemed fit, approved by the requisite majority of Absolute shareholders at the general meeting convened to authorise the transactions;

Revised Listing Particulars the listing particulars, dated Monday, 17 May 2010, including all appendices thereto, incorporated into this circular;

Richtersveld Quartzite Richtersveld Quartzite Company Limited (Registration number 1965/002784/06), a public company duly incorporated in South Africa on 31 March 1965 and having its registered address at 43 Duke Street, Observatory, Cape Town;

SAMREC the South African Mineral Resources Committee;

SAMREC Code the South African code for reporting of mineral resources and mineral reserves, including the guidelines contained therein;

SENS the Securities Exchange News Service of the JSE;

share consolidation the consolidation of the share capital of the Company on the basis of 1 share for every 100 shares held, consolidating the par value of the share capital of the Company from shares of 1 cent per share to R1.00 per share, as approved by shareholders in general meeting on 17 February 2010;

shareholders or registered holders of ordinary shares in Absolute as at the date of Absolute shareholders th is circular;

shares or ordinary shares ordinary shares of R1.00 each in the authorised and issued share capital of Absolute;

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share issue for cash the specific issue, in one tranche or several tranches, of up to R150 000 000 through the issue of up to 30 000 000 additional Absolute shares at an issue price to be determined as detailed in paragraph 6 of the circular, to certain existing shareholders, strategic shareholders and local and off-shore institutions yet to be identified in order to raise the capital required to finance the groups mining projects and working capital going forward in terms of the acquisition agreement, which issue of shares will incorporate the minimum capital raising required in terms of the Bauba acquisition agreement;

South Africa or the Republic the Republic of South Africa;

Southern Cluster means the farms Genokakop 285KT and Groot Vygenboom 284KT;

SRP Securities Regulation Panel established in terms of section 440(B) of the Act;

SRP Code Securities Regulation Code and Rules of the SRP;

Strate the settlement and clearance system used by the JSE, managed by Strate Limited (Registration number 1998/022242/06), a public company duly incorporated in South Africa on 9 November 1998 having its registered address at 9 Fricker Road, Illovo Boulevard, Illovo and which company is a registered Central Securities Depository in terms of the Security Services Act, No. 36 of 2004;

targeted resource exploration target as defined in the SAMREC Code;

transactions collectively the Bauba acquisition (incorporating the potential repurchase), the increase in the authorised share capital, the share issue for cash, the Houtbosch payment shares, the issue to Qinisele Resources; the name change, the reconstitution of the board and the proposed waiver of the mandatory offer;

transfer secretaries Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07) of Ground Floor, 70 Marshall Street, Johannesburg, 2001;

the Tucker Boys Trust the Tucker Boys Trust (Masters reference IT 7320/96), the family trust of Eric Hugh Dennis Tucker (ID number 600509 5043 082);

VAT value-added taxation in terms of the Value-Added Tax Act, 89 of 1991;

VCM Venture Capital Market ; and

the vendors or the Sellers collectively the Bauba sellers and NMR sellers.

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ACTION REQUIRED BY SHAREHOLDERS

All shareholders

If you have disposed of all your shares in Absolute, this circular should be handed to the purchaser of such shares or to the broker, banker or agent through whom you disposed of such shares.

Certificated share holders

If you are a certificated holder and you are unable to attend the general meeting of Absolute shareholders to be held at 10h00 on Monday, 7 June 2010 at the registered office of the Company at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg and wish to be represented thereat, you must complete and return the attached form of proxy in accordance with the instructions contained therein and lodge it with, or post it to, the transfer office, namely Computershare Investor Services (Proprietary) Limited, so as to be received by them no later than 10h00 on Friday, 4 June 2010.

Dematerialised shareholders with own name registration

If you have dematerialised your shares with own name registration and you are unable to attend the general meeting of Absolute shareholders to be held at 10h00 on Monday, 7 June 2010 at the registered office of the Company at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg and wish to be represented thereat, you must complete and return the attached form of proxy in accordance with the instructions contained therein and lodge it with, or post it to, the transfer office, namely Computershare Investor Services (Proprietary) Limited, so as to be received by them no later than 10h00 on Friday, 4 June 2010.

Dematerialised shareholders other than those with own name registration

If you hold dematerialised shares in Absolute through a CSDP or broker other than with an own name registration, you must timeously advise your CSDP or broker of your intention to attend and vote at the general meeting in order for your CSDP or broker to provide you with the necessary Letter of Representation to do so, or should you not wish to attend the general meeting in person but wish to be represented thereat, you must timeously provide your CSDP or broker with your voting instruction in order for the CSDP or broker to vote in accordance with your instruction at the general meeting.

Copies of the circular, in English, can be obtained from the registered office of the Company.

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SALIENT DATES AND TIMES

2010

Circular and notice of general meeting to be posted to shareholders on Monday, 17 May

SENS announcement regarding publication of SAMVAL report on Lekkersing Tuesday, 25 May

Last day for lodging forms of proxy at 10h00 on Thursday, 3 June

General meeting at 10h00 on Monday, 7 June

Announcement of results of the general meeting published on SENS on Monday, 7 June

Announcement of results of the general meeting published in the press and special resolution submitted to CIPRO on Tuesday, 8 June

Special resolution and name change certificate expected to be registered by CIPRO on or about Tuesday, 22 June

Listing of new shares in relation to the transactions on the JSE from commencement of business on or about Friday, 25 June

Finalisation data announced on SENS by no later than Friday, 25 June

Finalisation data announced in the press by no later than Monday, 28 June

Last day to trade shares in the name of Absolute in order to be recorded as a shareholder by the record date on Friday, 9 July

Listing of and trading in shares under the new JSE code BAU and ISIN: ZAE000145686 commences on Monday, 12 July

Record date for determining those shareholders whose shares will be subject to the change of name on Friday, 16 July

Date of issue of new replacement share certificates, provided that the old share certificates have been lodged by 12h00 on the record date (share certificates received after this time will be posted within five business days of receipt) on or about Monday, 1 9 July

Dematerialised shareholders will have their accounts at their CSDP or broker updated on Monday, 1 9 July

Notes:

1. The abovementioned dates and times are South African dates and times and are subject to amendment. Any such amendment will be announced on SENS and in the press.

2. Should they wish to attend or vote at the above general meeting, dematerialised shareholders are required to advise their CSDP or broker by the cut-off time stipulated above or in accordance with their agreements with their CSDP or broker.

3. Share certificates in the name of Absolute will not be able to be dematerialised or rematerialised after Friday, 9 July 2010.

14

SALIENT FEATURES OF BAUBA

The board of directors released announcements dated 15 February 2010 and 17 May 2010, proposing the acquisition of an effective 60% controlling interest in Bauba in terms of an agreement dated 12 February 2010 and addendum thereto dated 3 May 2010. The agreement contained a number of conditions precedent which needed to be met prior to the issue of this circular. The acquisition will transform the Company into a junior miner with its main focus being on platinum resources and will also result in a change in control together with a restructure of the board of directors.

The proposed acquisition gives effect to Absolutes stated strategic intention of procuring mineral assets for exploration and bringing such assets to production.

1. THE BAUBA PROJECT AND LOCATION

Bauba holds prospecting rights over eight farms ( refer to location map below) which are prospective for platinum mineralisation in the Eastern Bushveld Igneous Complex, encompassing an area of approximately 50km in length and 6km in width (approximating 12 700 hectares) along the Leolo mountain range in the Limpopo Province, collectively the Bauba Project. The farms cover the known down-dip extent of several current development projects and operating mines on the Eastern limb of the Bushveld Igneous Complex. The geological location is expected to reveal both Merensky Reef and UG-2 Chromitite Layer occurrences as extensive exploration programmes have been conducted on the properties neighbouring the Bauba Project.

The prospecting rights are geographically clustered as follows:

The Southern Cluster comprising the farms Genokakop 284 KT and Grootvygenboom 285 KT as well as the Houtbosch prospecting right as described in paragraph 2 below;

The Central Cluster comprising the farms Magneetsvlakte 541 KS and Dingaanskop 543 KT; and

The Northern Cluster comprising the farms Fisant Laagte 506 KT, the remainder of Indi 474 KS, Zwitzerland 473 KS and Schoonoord 462 KS.

A location map is set out below:

15

2. HOUTBOSCH PROSPECTING RIGHT

In addition, Bauba has been granted a prospecting right over Houtbosch. This prospecting right is pending notarial execution and registration in the Mining Titles Registration Office. Upon this being achieved, in the name of Bauba, Absolute will issue an additional 21 189 600 shares in Absolute to the vendors at an issue price of R5.00 per share and equating to an additional consideration of R105 948 000 as the Company will effectively hold a 60% interest in the Houtbosch prospecting right through its effective 60% shareholding in Bauba.

3. CONSIDERATION PAYABLE

The purchase consideration of R340 623 000 is to be settled through the issue of 68 124 600 new shares in Absolute at an issue price of R5.00 per share.

The consideration for the Houtbosch prospecting right is to be settled through the issue of an additional 21 189 600 new shares in Absolute at an issue price of R5.00 per share.

4. ISSUE OF SHARES FOR CASH TO FUND WORK PROGRAMME

In order to determine the nature and extent of the platinum mineralisation (including a resource base which is SAMREC compliant) the Company intends to secure commitments from both existing and new shareholders for a minimum capital raising of R60 million. The full amount of funds raised will be employed by the Company on drilling, the geological assaying and modeling, the early design and planning work (including scoping study) and for working capital requirements.

To that effect, R20 million of the above funds will be advanced to Bauba to be applied to a systematic exploration programme, designed in conjunction with an Independent Competent Person, to determine the resource base (SAMREC compliant), geological nature and extent, depth and structure. The exploration programme will comprise of geological mapping, 3D seismic surveys and diamond drilling.

Drilling will be undertaken in a predetermined sequence starting with the Southern and Central clusters followed by the Northern cluster. On 6 April 2010 two drill rigs were established on site. Drilling is progressing well.

The remaining balance of R40 million will be available for working capital and ongoing drilling, geological and exploration related costs.

It is the intention of the Company to raise up to R150 million, inclusive of the above minimum capital raising in order to fast track the drilling and exploration of the mineral assets.

5. NAME CHANGE AND TRANSFER TO THE MAIN BOARD OF THE JSE

As part of a repositioning and rebranding exercise it is proposed that the Company changes its name to Bauba Platinum Limited pursuant to the Bauba acquisition, which holds primarily platinum resource assets.

The Company will transfer to the Main Board of the JSE and trade under the share code BAU, subject to the Company retaining the spread of shareholders as required in terms of the Listings Requirements.

6. RECONSTITUTION OF THE BOARD AND MANAGEMENT TEAM

Mr Petrus (Pine) Pienaar is to be appointed as Chief Executive Officer (CEO) to complement the management team of Mr Mark Rosslee, whose appointment will change from CEO to Financial Director.

To give full effect to the change in control and the development of the new business imperative offered by the Bauba Project, a change in the composition of the board is proposed, which will include the proposed appointment of Messrs Jonathan Best (Chairman), Kenneth Dicks and Sholto Dolamo, all of whom will be appointed as independent non-executive directors. Dr Mathews Phosa will be appointed as a non-executive director. The profiles of the new directors are contained in Appendix 6 to the Revised Listing Particulars.

16

The Company also has access to the consultative expertise of Mr Dennis Tucker and geologist Mr Stephen Gain.

The combined team has extensive PGM industry knowledge, corporate finance and deal-making experience with access to a widespread network within the South African mining and corporate environment.

Full details of the board restructure are contained in paragraph 9 of the circular.

7. BBBEE (BROAD-BASED BLACK ECONOMIC EMPOWERMENT)

The proposed transactions will ensure full compliance with the requirements and spirit of participation by Historically Disadvantaged South Africans (HDSAs) in the mining industry as per the Mining Charter.

The Bapedi Nation holds 37.6% in Bauba, whilst Hlabirwa will retain its interest in the Bauba Project through its direct retained shareholding in Bauba of 2.4% and its indirect shareholding of 3.6% through its 6.1% shareholding in Absolute, thereby ensuring the continuous involvement of the surrounding community. Whilst Absolute is aware that chieftainship of the Bapedi Nation remains unresolved, this does not impact on the Bauba acquisition or the legal status of the mineral rights as the Bapedi Nation is not a vendor. The Company has received legal opinion confirming this position.

The Math-Pin Trust (deemed to be BEE) and Calulo will hold an effective 6.5% and 3.6%, which equates to a 3.9% and 2.2% interest in the Bauba Project, respectively. The effective cumulative interest by BEE in the Bauba Project will therefore equate to 49.7%. The Company is committed to the development of these properties to the benefit of the surface right owners through a detailed community development plan in terms of which these prospecting rights were conferred.

8. SOUND PLATFORM TO CREATE VALUE

The board believes the proposed transaction provides the Company with:

a significant project that is strategically located down-dip from three existing producing platinum mines and three development projects;

exposure to the platinum market which is poised for significant growth and investment over the next five to ten years;

Johnson Matthey predicts that 2010 to 2015 will see major platinum supply deficits due to:

the increased auto catalyst demand from a growing Chinese economy;

a stagnation in platinum production globally due to cost pressures having eroded the profitability of marginal, high cost operations;

new planned production having been delayed by the 2008/9 financial crisis; and

surging Exchange Traded Funds demand and limited new supply are believed to create a positive and sustained platinum price response;

the technical and financial skills necessary to manage the Bauba Project from greenfield exploration to a bankable feasibility study through to full development of the Bauba Project;

the potential to create a formidable and sustainable producer in the junior South African platinum sector, and the opportunity to participate in further sector consolidation;

access to an experienced mining team with an extensive corporate finance and deal-making background. The team also has access to a widespread network within the mining and corporate environment; and

a value-adding relationship with the Bapedi Nation, which includes active participation and representation in the Bauba Project.

The Companys strategic intention will be to develop a mine and thereby take advantage of an anticipated future supply deficit in the global platinum arena arising from the stagnation in South African production and the continual shift to extract from the deeper areas over the next 10 years.

Through this acquisition, the Company will continue to transform its primary business to that of an explorer and developer of mineral assets, developing its considerable resources, with the intention of establishing a mine producing an initial 350 000 ounces of PGMs per annum in the next 10 years, expanding to 1 million ounces of PGMs per annum within 20 years.

17

To maximise shareholder value, the immediate objectives of the Company are:

to produce a SAMREC compliant resource statement, through the execution of a detailed investigative exploration programme focu sed on the known mineralisation targets of the Merensky Reef and UG-2 chromatite, initiated by diamond drilling, geological and geophysical mapping and interpretation of the areas of interest followed by :

a scoping study and bankable feasibility study.

9. NATURE OF BUSINESS

The primary business of the Company post implementation of the transactions will be:

the exploration and development of the Bauba Project with the intention of establishing a mine producing an initial 350 000 ounces of PGMs per annum in the next 10 years, expanding production to 1 million ounces per annum within 20 years from the overall resource base;

the pursuit of acquisitive opportunities in the PGM sector that will enhance shareholder value; and

to consider projects with joint venture partners with technical deep level mining expertise and/or funding.

10. ISSUE OF SHARES TO QINISELE RESOURCES

Qinisele Resources has agreed to accept settlement of 70% of its transaction fee through the issue of new shares in the Company. At an assumed issue price of R5.00 this would equate to 1 430 617 and 444 981 new shares to be issued to Qinisele Resources in respect of the Bauba acquisition and the Houtbosch acquisition, respectively.

11. NAME CHANGE AND TRANSFER TO THE MAIN BOARD OF THE JSE

As part of a repositioning and rebranding exercise it is proposed that the Company changes its name to Bauba Platinum Limited pursuant to the Bauba acquisition, which holds primarily platinum resource assets. The name reservation has been approved by CIPRO and is subject to the registration of the special resolution to be contained in the notice of General Meeting.

The Company will transfer to the Main Board of the JSE and trade under the share code BAU, subject to the Listings Requirements.

12. REVERSE TAKEOVER

Shareholders are cautioned that the implementation of the proposed acquisition will result in the issue of more than 100% of the current issued share capital of the Company, a change in control and the reconstitution of the board of directors and accordingly will result in a reverse takeover of Absolute for the purposes of the Listings Requirements, which stipulate that the Company can only retain its listing following the reverse takeover if the JSE is satisfied that the Company continues to qualify to be listed. The directors of Absolute are confident that the Company will meet this requirement post the implementation of the proposed acquisition.

13. CHANGE OF CONTROL AND WAIVER OF MANDATORY OFFER

On implementation of the transactions, the vendors shareholding in Absolute will increase from 0% to approximately 65.1% (pursuant to the share issue for cash and the Houtbosch payment shares) and more specifically, Highlands shareholding will be approximately 44.5% post the transactions. The acquisition is thus an affected transaction under the SRP Code, which ordinarily would require the vendors to make a mandatory offer to acquire the Absolute shares owned by all Absolute shareholders at an offer price of R5.00 per share.

14. DATE OF GENERAL MEETING

A general meeting will be held at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg at 10h00 on Monday, 7 June 2010 in order to approve the various transactions detailed in this circular.

18

ABSOLUTE HOLDINGS LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1986/004649/06)ISIN: ZAE000144267 Share code: ABO

(Absolute or the Company)

Directors

MK Diale* (Chairman)AM Sher*# (Deputy Chairman)MW Rosslee (Chief Executive Officer)GP Sequeira (Financial Director)JJ Serfontein*

*Non-executive

#Independent

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION

The board of directors released announcements on SENS and in the press dated 15 February 2010 and 17 May 2010 detailing, inter alia, the proposed acquisition of an effective 60% direct and indirect interest in Bauba in terms of an acquisition agreement dated 12 February 2010. The purchase consideration of R340 623 000 will be settled through the issue of 68 124 600 new ordinary shares in Absolute at an issue price of R5.00 per share, which represented a premium of 66% to the market price at the time of the announcement. In addition, the agreement provides for a minimum capital raising of R60 000 000 to be raised by Absolute to fund the initial work programme. In addition, Bauba has been granted a prospecting right over Houtbosch, which grant is pending notarial execution and registration. Upon this being achieved, in the name of Bauba, Absolute will issue an additional 21 189 600 shares in Absolute to the vendors at an issue price of R5.00 per share and equating to a consideration of R105 948 000, as Absolute will effectively hold a 60% interest in the Houtbosch prospecting right through its 60% shareholding in Bauba. It is, however, intended that the Company will raise up to R150 000 000 (including the minimum capital raising of R60 million detailed above) through a share issue for cash, which will incorporate the minimum capital raising required in terms of the Bauba acquisition agreement.

The acquisition will result in a change in control of Absolute and, due to the issue of shares for the transactions exceeding 100% of its current issued share capital, the acquisition will constitute a reverse listing in accordance with the Listings Requirements. The Company will need to increase its authorised share capital to facilitate the acquisition. Pursuant to the acquisition, it is proposed that the Company will change its name to Bauba Platinum Limited.

In addition, the change in control of Absolute is an affected transaction as defined in the SRP Code and, accordingly requires compliance with the SRP Code.

It is further intended that the Company issues shares to directors and Arcay Client Support in terms of a specific issue of shares to related parties in order to settle existing obligations owed to these related parties. This will not require shareholder approval in terms of paragraph 5.51(g) of the Listings Requirements as the total number of shares issued will be less than 0.25% on a cumulative basis pursuant to the transactions and will only be approved by directors pursuant to the transactions.

These transactions will require the approval of Absolute shareholders in general meeting in terms of the Listings Requirements and the SRP Code.

19

The purpose of this circular is to:

provide Absolute shareholders with all the necessary information relating to the transactions as well as the implications thereof, in accordance with the Listings Requirements and the SRP Code; and

give notice of its intention to convene the general meeting in order to consider, and if deemed fit, pass with or without modification, the special and ordinary resolutions as set out in the notice of general meeting of Absolute shareholders, attached to and forming part of this circular.

2. INCORPORATION, HISTORY AND NATURE OF BUSINESS

2.1 Incorporation, nature of business and history

For full details of incorporation, history and nature of business refer to paragraph 2 of the Revised Listing Particulars.

2.2 Growth prospects

The primary business of the Company post implementation of the transactions will be:

the exploration and development of the Bauba Project with the intention of establishing a mine producing an initial 350 000 ounces of PGMs per annum in the next 10 years, expanding production to 1 million ounces per annum within 20 years from the overall resource base;

the pursuit of acquisitive opportunities in the PGM sector that will enhance shareholder value; and

to consider projects with joint venture partners with technical deep level mining expertise and/or funding.

2.3 Other Absolute mineral assets and liabilities

The existing mining and exploration assets of Absolute will either be exploited or disposed of in due course and will not be material to the group post the Bauba acquisition. In terms of the Bauba acquisition agreement, the other Absolute mineral assets will be disposed of on a best endeavours basis. It is intended that the existing shareholder loan owing to Calulo will be reduced through revenues and cash flows arising from these assets as well as from proceeds arising from the disposal of these assets and as such, it is intended that these assets will be pledged as security for the Calulo loan until such time as the loan is fully repaid. This will have the effect of ring fencing the existing assets and major obligations and the proceeds from the share issue for cash will be solely applied to the mining projects and working capital requirements of the group going forward. A formal loan agreement embodying the above intention will be entered into pursuant to the approval of the transactions.

3. THE ACQUISITION

3.1 Details and terms of the acquisition

Absolute has agreed, with effect from the closing date, to acquire from the vendors an effective 60% direct and indirect interest in the share capital of Bauba for a purchase consideration of R340 623 000, to be settled through the issue of 68 124 600 new shares in Absolute at an issue price of R5.00 per Absolute share in an asset for share transaction in terms of section 42 of the Income Tax Act. In addition, the agreement provides for additional funding of R60 000 000 to be raised by Absolute (minimum capital raising). This represents an effective 81% direct interest of the vendors in the share capital of Absolute prior to the share issue for cash and approximately 65.1% post the transactions. The purchase price will be applied to the mineral assets and no goodwill will arise on the acquisition. The shares in Bauba and NMR will be transferred into the name of the Company at the date of issue of the 68 124 600 new shares in Absolute. The Bapedi Nation and Hlabirwa have elected to retain direct shareholdings in Bauba of 37.6% and 2.4%, respectively.

The Bauba Project consists of prospecting rights over eight farms (Refer to Location Map in Annexure 9) which are prospective for platinum mineralisation in the Eastern Bushveld Igneous Complex, encompassing an area of approximately 50km in length and 6km in width (approximating 12 700 hectares) along the Leolo mountain range in the Limpopo Province.

20

The farms cover the known down-dip extent of several current development projects and operating mines on the Eastern limb of the Bushveld Igneous Complex. The geological location is expected to reveal both Merensky Reef and UG-2 Chromitite Layer occurrences as extensive exploration programmes have been conducted on the properties neighbouring the Bauba Project.

The prospecting rights are geographically clustered as follows:

The Southern Cluster comprising the farms Genokakop 284 KT and Grootvygenboom 285 KT;

The Central Cluster comprising the farms Magneetsvlakte 541 KS and Dingaanskop 543 KT; and

The Northern Cluster comprising the farms Fisant Laagte 506 KT, the remainder of Indi 474 KS, Zwitzerland 473 KS and Schoonoord 462 KS.

3.1.1 Houtbosch Prospecting Right

Bauba has been granted a prospecting right over Houtbosch. This prospecting right is pending notarial execution and registration in the Mining Titles Registration Office. Upon this being achieved, in the name of Bauba, Absolute will issue an additional 21 189 600 new shares in Absolute to the vendors at an issue price of R5.00 per share and equating to a consideration of R105 948 000 , as Absolute will effectively hold a 60% interest in the Houtbosch prospecting right through its 60% shareholding in Bauba. Pursuant to the issue of shares for the Houtbosch prospecting permit, the vendors will hold approximately 65.1% in Absolute.

The issue and allotment of the Houtbosch Payment Shares will be within 7 (seven) days after the date of registration of the Notarial Deed of Cession of the Houtbosch prospecting right in the name of Bauba.

3.1.2 Claw back or repurchase

There is currently a review application pending in the North Gauteng High Court of South Africa, Pretoria brought by Rustenburg Platinum Mines Limited (RPM) and ARM Mining Consortium Limited against a decision of the DMR and citing certain other Parties in respect of the refusal of the DMR of an application to grant prospecting rights in respect of certain farms, some of which are farms forming part of the Southern Cluster in respect of which the DMR has granted prospecting rights to Bauba on 19 December 2007 (the Southern Rights). Those prospecting rights have been notarially executed. Bauba is not a party to, nor has it been cited in the High Court application. Accordingly, the parties have no reason not to proceed with the transaction recorded in the acquisition agreement on the terms and conditions stipulated.

These rights were applied for in terms of section 104 of the MPRDA, and granted in terms of this section, which grants communities the preferential right to be awarded the prospecting rights subject to them, inter alia, having the necessary financial and technical resources to develop these for the benefit of the local community. The rights have been granted for a period of five years, and the MPRDA provides for a further five-year period for renewal.

If any one of the Southern Rights or all of the Southern Rights in the Southern Cluster, are at any time after the Signature Date revoked by any requisite authority or cancelled in terms of a valid Court Order, and if the revocation or cancellation of any Southern Right is not overturned and all remedies of Bauba or its successor in title have been exhausted, including all appeals, reviews, administrative steps, new applications in respect of the Southern Rights to the DMR and any appeals, reviews or administrative steps in respect thereof, and all court applications concluded with no further appeals or reviews possible, so as there is no prospect of Bauba retaining or acquiring afresh or on any basis the Southern Rights or any of them, then such number of claw back shares will be returned to the Purchaser by the vendors for cancellation.

21

The vendors shall for a period of two years after 12 February 2010 not alienate, transfer, cede, assign, pledge, encumber, furnish as collateral or by way of a guarantee, or in any other manner or form deal with the claw back shares until the period of two years has elapsed. If a court application citing Bauba and/or the Purchaser is brought for a remedy which will result in revocation or cancellation of any Southern Rights within the two-year period, then the restrictions above will continue to apply until the matter has been finally resolved and the court applications finalised also with reference to the preceding sub paragraphs. The CSDP account or such similar account to be held by the Sellers will be endorsed with a note reflecting the provisions of this clause.

3.1.3 Other matters

No other book debts have been guaranteed. Normal warranties have been provided in relation to an acquisition of this nature. As the Company will be acquiring shares in Bauba and NMR, any liabilities for accrued taxation will be settled by Bauba and NMR, respectively.

3.2 Rationale for the Bauba acquisition

The proposed acquisition will give effect to the Companys stated strategic intention of procuring mineral assets for exploration and bringing such assets to production. The proposed acquisition provides the Company with:

a significant project area that is strategically located down-dip from three existing producing platinum mines and three development projects;

exposure to the platinum market which is poised for significant growth and investment over the next five to ten years;

o Johnson Matthey predicts that 2010 to 2015 will see major platinum supply deficits due to:

the increased auto catalyst demand from a growing Chinese economy;

a stagnation in platinum production globally due to cost pressures having eroded the profitability of marginal, high cost operations;

new planned production having been delayed by the 2008/9 financial crisis; and

surging Exchange Traded Funds demand and limited new supply will create a positive and sustained platinum price response;

the technical and financial skills necessary to manage the Bauba Project from greenfield exploration to a bankable feasibility study through to development of the Bauba Project;

the potential to create a formidable and sustainable producer in the junior South African platinum sector, and the opportunity to participate in further sector consolidation;

access to an experienced mining team with an extensive corporate finance and deal-making background. The team also has access to a widespread network within the mining and corporate environment;

an experienced senior management team with excellent credentials, to be spearheaded by Mr Pine Pienaar (former Mvelaphanda Resources CEO) as CEO the enlarged group; and

a value-adding relationship with the Bapedi Nation, who through the retention of their interest in the Bauba Project will be able to contribute to the projects development and thereby increase the involvement by Historically Disadvantaged South Africans (HDSAs) in the platinum mining sector.

The Bauba Project consists of eight farms which are prospective for platinum mineralisation in the Eastern Bushveld Igneous Complex, encompassing an area of approximately 50km in length and 6km in width (approximating 12 700 hectares) along the Leolo mountain range in the Limpopo Province. The farms cover the down-dip extent of several current development projects and operating mines on the Eastern limb of the Bushveld Igneous Complex. The geological location is believed to reveal both Merensky Reef and UG-2 Chromitite Layer occurrences as extensive exploration programmes are being and have been conducted on the properties adjacent to the Bauba Project.

22

A targeted resource has been estimated by geologist Mr Stephen Gain (Pr.SciNat Msc) using average modifying factors from projects and mines on adjacent properties. An initial estimate of the in situ resource tonnages on the farms is 700 Mt which could include in excess of 100 m oz PGMs metal content. This in situ targeted resource estimation is considered conservative but is not SAMREC Code compliant. This target resource has been independently verified by Venmyn and is now estimated to be 138m oz PGMs, the details of which are included in Annexure 8 to this circular.

Bauba has designed a detailed investigative exploration programme that will be initiated by diamond drilling, geological and geophysical mapping, and interpretation of the areas of interest. The drilling sequence will commence on the Southern Cluster, followed by the Central and Northern Clusters to determine the mineral resource base and the style of mineralisation. The drilling programme will extend through to the base of the Bushveld Igneous Complex to establish the form and style of the PGM mineralisation in the Middle and Lower groups of the Bushveld Igneous Complex, based on public information from adjacent properties. The programme will focus on the known mineralisation targets of the Merensky Reef and UG-2 Chromitite.

Results from the initial drilling, which commenced in April 2010, will form the basis of the balance of the drilling programme on the Southern Cluster with the aim of establishing the extent of the resource, which would be converted to a fully compliant reserve statement to form the basis of the Bankable Feasibility Study.

3.3 Conditions precedent

The proposed Acquisition is still subject to the fulfilment of the following conditions precedent:

Absolute confirming in writing to the vendors and submitting written proof on or before the date of the general meeting that it has secured irrevocable undertakings from potential investors for the purposes of raising capital in the minimum amount of R60 000 000 (sixty million rand);

the shareholders of Absolute by 30 June 2010 pass in general meeting such resolutions as may be necessary for the acquisition to proceed and that Absolute submits written proof to the vendors thereof by 30 June 2010;

the board of Absolute obtaining the requisite shareholder resolution by 30 June 2010 providing that, in the event of the claw back contemplated in terms of acquisition agreement applying, such number of shares in Absolute, as more fully set out in paragraph 3.1 above, be returned to Absolute and if a court does not sanction the cancellation thereof (upon an application being made to a competent court for the cancellation of such number of the shares in the Absolute), then in such event, Absolute buys back such number of shares in Absolute from the vendors at a purchase price of R1.00 (one rand) (it being deemed by the Parties that such number of the shares in the Absolute were issued and allotted for no consideration and shall be void ab initio);

Absolute obtaining its shareholders approval and waiver of the requirement for the Sellers to make a mandatory offer to minorities in terms of the SRP Code in general meeting ; and

the entering into of a formal loan agreement between Absolute and Calulo Investments.

As at the last practicable date, all the conditions precedent have been met with the exception of the approval of the acquisition and associated transactions, namely the share issue for cash and increase in authorised share capital, by Absolute shareholders in general meeting.

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3.4 Reverse take-over and transfer of listing

Shareholders are cautioned that the implementation of the proposed acquisition will result in the issue of more than 100% of the current issued share capital of the Company, a change in control and the reconstitution of the board of directors and accordingly will result in a reverse takeover of Absolute for the purposes of the Listings Requirements, which stipulate that the Company can only retain its listing following the reverse take-over if the JSE is satisfied that the Company continues to qualify to be listed. The directors of Absolute are confident that the Company will meet this requirement post the implementation of the proposed acquisition as the company already has approximately 1 400 shareholders and the share issue for cash will ensure that the minimum shareholding of 20% to be held by the general public will be achieved. The listing on the Main Board is conditional on the company maintaining the said shareholder spread requirements.

Pursuant to the approval of the transactions and the Company maintaining its spread of shareholders, the Company will transfer its listing to the Main Board.

3.5 Change of control and waiver of mandatory offer

Approval and implementation of the proposed acquisition will result in the vendors owning more than 35% of the issued shares in the Company. At the general meeting to approve the proposed acquisition referred to below, Absolute shareholders shall be asked to waive the requirement for a mandatory offer at R5.00 per share that would otherwise apply in terms of Rule 8 of the SRP Code. An application will then be lodged with the SRP seeking dispensation in terms of Rule 8.7 of the SRP Code, which deals with the obligation to make a mandatory offer. Further details are set out in paragraph 4 below.

3.6 Change of name and transfer of listing

To mark the beginning of a new era for the Companys entry into the platinum sector and to reflect the change in the nature of the Companys business to that of exploring and developing the Bauba Project with the intent of establishing a PGM producing mine, Absolute will embark on a repositioning and rebranding exercise which will include a change of the Companys name as detailed in paragraph 5 below. Pursuant to the approval of the transactions and the Company maintaining its spread of shareholders, the JSE has approved the transfer of the listing of the Company to the Main Board, which is part of the repositioning of the Company as a junior explorer, developer and miner.

3.7 Pro forma financial effects of the transactions

The table below reflects the unaudited pro forma financial effects of the proposed transactions. These have been prepared in terms of the Listings Requirements, are for illustrative purposes only and due to their nature, may not truly reflect Absolutes financial position or results of operations. It has been assumed for purposes of the pro forma financial effects that the transactions took place with effect from 1 July 2009 for income statement purposes and 31 December 2009 for balance sheet purposes. The directors of Absolute are responsible for the preparation of the unaudited pro forma financial effects. The reporting accountants limited assurance report on the unaudited pro forma financial effects is set out in Annexure 3 to this circular.

24

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5 11

8 51

5 67

3.3%

13

6 51

5 79

0.8%

81

482

(3

1.2%

) 99

482

(2

7.1%

)N

umb

er o

f sha

res

in is

sue

(000

) 1

601

185

16 0

12

107

202

119

202

644.

5%

137

202

756.

9%

82 1

68

(31.

1%)

100

168

(2

7.0%

)

No

tes:

1.

The

Bef

ore

fina

ncia

l inf

orm

atio

n is

bas

ed o

n A

bso

lute

s p

ublis

hed

una

udite

d in

terim

resu

lts fo

r th

e si

x m

onth

s en

ded

31

Dec

emb

er 2

009.

2.

Afte

r th

e 1:

100

shar

e co

nsol

idat

ion

and

od

d lo

t offe

r as

ap

pro

ved

by

shar

ehol

der

s in

gen

eral

mee

ting

on

17 F

ebru

ary

2010

.3.

Th

e A

fter

the

Bau

ba

acq

uisi

tion

col

umn

is b

ased

on

the

assu

mp

tion

that

the

issu

e of

68

124

600

new

ord

inar

y sh

ares

in r

esp

ect o

f the

Bau

ba

acq

uisi

tion

(exc

lud

ing

Hou

tbos

ch)

and

21

189

600

new

ord

inar

y sh

ares

in re

spec

t of t

he H

outb

osch

acq

uisi

tion

was

effe

ctiv

e fro

m 1

Jul

y 20

09 fo

r bas

ic (l

oss)

/ear

ning

s p

er s

hare

and

hea

dlin

e (lo

ss)/

earn

ing

s p

er s

hare

and

31

Dec

emb

er 2

009

for n

et

asse

t val

ue a

nd ta

ngib

le n

et a

sset

val

ue p

urp

oses

. The

bas

ic (

loss

)/ea

rnin

gs

per

sha

re a

nd h

ead

line

(loss

)/ea

rnin

gs

per

sha

re in

clud

e th

e re

sults

of B

aub

a fo

r th

e ye

ar e

nded

28

Feb

ruar

y 20

10,

extr

acte

d fr

om th

e au

dite

d a

nnua

l fin

anci

al s

tate

men

ts o

f Bau

ba

for

the

year

end

ed 2

8 Fe

bru

ary

2010

. The

res

ults

hav

e b

een

adju

sted

to r

efle

ct a

six

-mon

th p

erio

d o

nly

(with

the

exce

ptio

n of

the

gai

n fro

m s

ale

of c

apita

l ass

et o

f R10

150

000

, whe

re th

e fu

ll am

ount

is in

clud

ed).

The

acq

uisi

tion

has

bee

n ac

coun

ted

for

in

term

s of

the

rev

ised

IFR

S 3

: B

usin

ess

Com

bin

atio

ns,

as t

he e

xpec

ted

effe

ctiv

e d

ate

is a

fter

1 Ju

ly 2

009,

bei

ng t

he e

ffect

ive

dat

e of

the

rev

ised

st

atem

ent.

As

this

is a

reve

rse

acq

uisi

tion,

the

fair

valu

e of

the

cons

ider

atio

n tr

ansf

erre

d h

as b

een

det

erm

ined

with

refe

renc

e to

the

fair

valu

e of

the

cons

ider

atio

n tr

ansf

erre

d (

bas

ed o

n th

e va

lue

of

R57

3.23

mill

ion

attr

ibut

ed to

the

Bau

ba

Pro

ject

) and

in te

rms

of IF

RS

6: E

xplo

ratio

n fo

r and

Eva

luat

ion

of M

iner

al R

esou

rces

, the

cos

t ass

ocia

ted

with

the

acq

uisi

tion

of A

bso

lute

s m

iner

al a

sset

s ha

s b

een

cap

italis

ed to

the

cost

of e

xplo

ratio

n an

d e

valu

atio

n as

sets

.Th

e A

fter

Bau

ba

acq

uisi

tion

fina

ncia

l inf

orm

atio

n in

clud

es tr

ansa

ctio

n co

sts

of R

16.6

34 m

illio

n an

d re

late

d ta

x ef

fect

s as

follo

ws:

R

10 2

18 6

90 p

ayab

le to

Qin

isel

e R

esou

rces

incl

udin

g th

e is

sue

of 1

430

617

new

sha

res

to Q

R a

t an

assu

med

pric

e of

R5.

00 in

resp

ect o

f the

Bau

ba

acq

uisi

tion

(exc

lud

ing

Hou

tbos

ch);

R

3 17

8 44

0 p

ayab

le to

Qin

isel

e R

esou

rces

incl

udin

g th

e is

sue

of 4

44 9

81 n

ew s

hare

s to

QR

at a

n as

sum

ed is

sue

pric

e of

R5.

00 in

resp

ect o

f the

Hou

tbos

ch a

cqui

sitio

n); a

nd

Tota

l oth

er tr

ansa

ctio

n co

sts

of R

3 23

7 00

0.4.

Th

e A

fter

spec

ific

issu

e (m

inim

um)

fina

ncia

l inf

orm

atio

n as

sum

es:

Is

sue

of 1

2 00

0 00

0 ne

w o

rdin

ary

shar

es a

t R5.

00;

C

apita

l rai

sing

fees

of R

3 m

illio

n p

ayab

le to

Qin

isel

e R

esou

rces

that

hav

e b

een

set-

off a

gai

nst s

hare

pre

miu

m;

Th

e p

roce

eds

of R

60 m

illio

n fro

m th

e sp

ecifi

c is

sue;

Fi

nanc

e in

com

e at

6.7

% e

arne

d o

n th

e p

roce

eds

of t

he s

pec

ific

issu

e (le

ss t

rans

actio

n co

sts)

, b

eing

the

pre

vaili

ng m

oney

mar

ket

rate

s on

dep

osits

of

gre

ater

tha

n R

10 m

illio

n fo

r b

asic

lo

ss/e

arni

ngs

per

sha

re a

nd h

ead

line

loss

/ear

ning

s p

er s

hare

pur

pos

es o

nly;

and

Th

e ta

x ef

fect

s of

the

abov

e.5.

Th

e A

fter

spec

ific

issu

e (m

axim

um)

fina

ncia

l inf

orm

atio

n as

sum

es:

Is

sue

of 3

0 00

0 00

0 ne

w o

rdin

ary

shar

es a

t R5.

00;

C

apita

l rai

sing

fees

of R

7.5

mill

ion

pay

able

to Q

inis

ele

Res

ourc

es th

at h

ave

bee

n se

t-of

f ag

ains

t sha

re p

rem

ium

;

The

pro

ceed

s of

up

to R

150

mill

ion

from

the

spec

ific

issu

e;

Fina

nce

inco

me

at 6

.7%

ear

ned

on

the

pro

ceed

s of

the

sp

ecifi

c is

sue

(less

tra

nsac

tion

cost

s),

bei

ng t

he p

reva

iling

mon

ey m

arke

t ra

tes

on d

epos

its o

f g

reat

er t

han

R10

mill

ion

for

bas

ic

loss

/ear

ning

s p

er s

hare

and

hea

dlin

e lo

ss/e

arni

ngs

per

sha

re p

urp

oses

onl

y; a

nd

The

tax

effe

cts

of th

e ab

ove.

6.

The

Afte

r cla

w b

ack

and

ass

umin

g m

inim

um s

pec

ific

issu

e a

ssum

es th

e im

ple

men

tatio

n of

the

Bau

ba

acq

uisi

tion

(incl

udin

g H

outb

osch

) and

min

imum

sp

ecifi

c is

sue

and

sub

seq

uent

red

uctio

n of

th

e p

urch

ase

cons

ider

atio

n vi

a th

e re

pur

chas

e of

37

033

200

Ab

solu

te s

hare

s.7.

Th

e A

fter

claw

bac

k an

d a

ssum

ing

max

imum

sp

ecifi

c is

sue

ass

umes

the

imp

lem

enta

tion

of th

e B

aub

a ac

qui

sitio

n (in

clud

ing

Hou

tbos

ch)

and

max

imum

sp

ecifi

c is

sue

and

sub

seq

uent

red

uctio

n of

the

pur

chas

e co

nsid

erat

ion

via

the

rep

urch

ase

of 3

7 03

3 20

0 A

bso

lute

sha

res.

25

4. THE WAIVER OF THE MANDATORY OFFER AND CONFIRMATION OF NO SPECIAL ARRANGEMENTS

On implementation of the transactions, the vendors shareholding in Absolute will increase from 0% to approximately 65.1% (pursuant to the share issue for cash and the Houtbosch payment shares) and more specifically, Highlands shareholding will be approximately 44.5% post the transactions. The acquisition is thus an affected transaction under the SRP Code, which ordinarily would require the vendors to make a mandatory offer to acquire the Absolute shares owned by all Absolute shareholders at an offer price of R5.00 per share.

The SRP has advised that it is willing to consider an application to grant a dispensation to the vendors, in terms of the SRP Code, from the obligation to make a mandatory offer at R5.00 per share to acquire the ordinary shares of Absolute shareholders if Absolute shareholders in general meeting other than the Bauba Sellers, NMR Sellers and any person acting in concert (as defined in the SRP Code) with the vendors waive their right to require the vendors to make a Mandatory Offer and subject to the SRP considering any representations (if any) made by Absolute shareholders, as contemplated below.

Any Absolute shareholder who wishes to object to the dispensation shall have 10 days from the date of posting of this circular to raise such an objection with the SRP. Objections should be made in writing and addressed to The Executive Director, Securities Regulation Panel at the following address:

Physical:

Ground Floor2 Sherborne Road ( off Jan Smuts Avenue)Parktown2193

Postal:

PO Box 91833Auckland Park2006

Fax: +27 11 482 5635

and should reach the SRP by not later than the close of business on 27 May 2010 in order to be considered.

If any submissions are made to the SRP within the permitted timeframe, the SRP will consider the merits thereof and, if necessary, provide the Sellers with an opportunity to make representations to the SRP. Thereafter, subject to the waiver in general meeting being granted by the Absolute shareholders, the SRP will rule on the requirement for a mandatory offer.

The granting of the aforesaid waiver and of the dispensation is a condition precedent to the acquisition.

5. CHANGE IN NAME OF COMPANY

It is proposed that the Company will change its name to Bauba Platinum Limited pursuant to the acquisition in order to align its name with the new focus on PGMs. A special resolution will be proposed to change the name from Absolute Holdings Limited to Bauba Platinum Limited. The name reservation has been approved by CIPRO and is subject to the registration of the special resolution contained in the notice of General Meeting attached to this circular.

For a period of not less than one year, the Company will reflect the former name Absolute Holdings Limited on all documents of title in brackets beneath the new name of Bauba Platinum Limited. In addition, for a period of not less than three years, the Company will reflect the former name Absolute Holdings Limited on all circulars beneath the new name of Bauba Platinum Limited, in accordance with the Listings Requirements.

In terms of the Listings Requirements, approval was granted by the JSE for the change of name and for the abbreviated name Bauba to be used with the share code BAU and the ISIN will be changed to ZAE000145686.

5.1 Salient dates and procedures to be followed by shareholders

5.1.1 Subject to the approval and implementation of the change of name, the attention of shareholders is drawn to the following dates:

26

5.1.1.1 the results of the general meeting will be released on SENS Monday, 7 June 2010;

5.1.1.2 last date to trade in Absolute Holdings Limited shares in the JSE in order to be recorded as a shareholder by the record date of the name change is Friday, 9 July 2010;

5.1.1.3 shares will commence trading under the new name on Monday, 12 July 2010; and

5.1.1.4 the record date for purposes of determining those shareholders whose shares will be subject to the change of name is Friday, 16 July 2010.

5.2 Surrender of share certificates by certificated shareholders

Subject to the passing and registration of the special resolution necessary for the change of name, it is necessary for certificated shareholders to surrender their share certificates in order to replace them with certificates reflecting the change of name.

Certificated shareholders are requested to complete the attached form of surrender (yellow) in accordance with the instruc