14 April 2022

South32 Limited

(Incorporated in Australia under the Corporations Act 2001 (Cth))

(ACN 093 732 597)

ASX / LSE / JSE Share Code: S32 ADR: SOUHY
ISIN: AU000000S320

south32.net

SOUTH32 CLOSES US$700M OF SENIOR NOTES OFFERING

South32 Limited (ASX / LSE / JSE: S32; ADR: SOUHY) (South32) is pleased to announce the closing of the previously announced offering of US$700M Senior Unsecured Notes due 2032 (the "Notes") by its wholly-owned subsidiary, South32 Treasury Limited, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and to certain persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.

The cash proceeds from the offering, together with cash on hand, will be used to repay in full amounts drawn down under South32's acquisition bridge facility to partially fund the acquisition of a 45% interest in Sierra Gorda.

The Notes are guaranteed by South32 and certain other wholly-owned subsidiaries of South32.

Disclaimer

This announcement does not constitute an offer to sell, or the solicitation of any offer to buy, the Notes or any other securities. Any offer of the Notes will be made only by means of a private offering memorandum. The Notes are not being registered under the Securities Act nor the securities laws of Australia nor any other jurisdiction. The Notes may not be offered nor sold in the United States without registration under the Securities Act or an applicable exemption from such registration requirements.

This announcement includes "forward-looking statements" within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements inherently involve known and unknown risks and uncertainties. South32 provides no assurance that the forward-looking statements contained herein will prove accurate. No undue reliance should be placed on any forward-looking statements.

About us

South32 is a globally diversified mining and metals company. Our purpose is to make a difference by developing natural resources, improving people's lives now and for generations to come. We are trusted by our owners and partners to realise the potential of their resources. We produce commodities including bauxite, alumina, aluminium, copper, silver, lead, zinc, nickel, metallurgical coal and manganese from our operations in Australia, Southern Africa and South America. With a focus on growing our base metals exposure, we also have two development options in North America and several partnerships with junior explorers around the world.