Exxaro's R11.67bn manganese pivot: green transition, black capital or boardroom realignment?

Daily Maverick

13-05-2025

Exxaro Resources' acquisition of Ntsimbintle and OM Holdings' manganese assets is more than a strategic minerals grab; it's a post-coal pivot, a consolidation of black industrial capital and, potentially, a power move following months of executive turbulence.
Behind the R11.67-billion headline lies a test case for South Africa's just transition, governance in mining and who controls the future of critical mineral wealth.
Ex-post-facto acquisition, or new way forward? Exxaro, once a proudly coal-driven juggernaut, is now betting nearly R12-billion on a mineral pivot. But the timing of its boldest diversification step in a decade raises deeper questions – less about manganese itself, and more about who is really driving the strategy.
Just five months ago, Exxaro CEO Dr Nombasa Tsengwa was suspended amid whistle-blower complaints and reported boardroom tension. Her leadership had prioritised transition minerals, copper acquisitions and energy diversification.
Now, under newly appointed CEO Ben Magara, the miner has acquired the very assets Tsengwa had reportedly explored – including a controlling interest in Tshipi Borwa.
Was this deal long in the making? Almost certainly. But its execution, shortly after a contested leadership change, suggests more than just strategic continuity. It may also reflect a shift in governance, internal alignment and institutional confidence in the next phase of Exxaro's identity.
R11.67 billion in minerals – and rising Exxaro has entered into binding agreements to acquire a portfolio of manganese assets from Ntsimbintle Holdings and OM Holdings. These include:
1% effective interest in Tshipi Borwa;
51% of Mokala Manganese;
9% of Hotazel Manganese Mines (Wessels and Mamatwan);
100% of Ntsimbintle Marketing and Trading; and
99% of Jupiter Mines (ASX-listed).
The initial price tag is R11.67-billion, but the deal includes a 'locked box' structure – and if Mokala's minority shareholder Blue Falcon exercises its tag-along rights, the total may increase to R14.64-billion.
Exxaro has stated that the deal is funded from internal resources, with no anticipated impact on its dividend policy or net cash position.
Why manganese? Why now?
Manganese is often overshadowed by cobalt, nickel and lithium in energy transition narratives – but its role in both steel production and emerging battery technologies is critical.
High-purity manganese is increasingly used in lithium-ion battery cathodes, particularly in markets such as China and India.
South Africa holds an estimated 70% of global manganese reserves and about 37% of global production. The Kalahari Manganese Field (KMF), where these mines are located, is one of the richest global manganese belts. With long-life mines and operational offtake agreements in Asia, the deal aligns with Exxaro's stated strategic aim to reposition as a diversified minerals and energy solutions business.
This pivot began under Tsengwa's leadership, with moves into renewables (such as the Lephalale Solar Project) and copper (through prior due diligence on assets in Botswana). The manganese deal may be the crown jewel of that vision – even if finalised under a different leadership banner.
Black capital makes a rare play Beyond its commercial value, the transaction marks a notable moment in South Africa's mineral economy. It is a transfer of strategic mineral assets from one black-controlled enterprise to another – a rarity in a sector still defined by historic capital imbalances.
Ntsimbintle Holdings, led by Saki Macozoma, is one of the country's most successful black-owned mining ventures. Its 74% interest in Ntsimbintle Mining – which owns 50.1% of Tshipi – forms the heart of the transaction. OM Holdings holds the remaining 26%, also being sold to Exxaro.
Macozoma described the transaction as 'a landmark for BBBEE' and expressed confidence that Exxaro would be a capable custodian of the assets in a press release marking the proposed purchase.
This is not merely an exit, but what Ntsimbintle has called a 'portfolio simplification and reinvestment opportunity' – enabling it to focus on new growth areas while maintaining long-term community benefit structures.
Plug-and-play into Asia The manganese operations come with pre-existing offtake agreements into China and India, mirroring Exxaro's existing coal customer base. The integration is likely to be operationally smooth – Exxaro's existing logistics and bulk commodity trading capacity are already geared towards these corridors.
Still, manganese is not without volatility. Prices have swung significantly in the past two years, driven by Chinese steel demand and evolving EV battery chemistries. Execution will require careful risk management.
A contested Kalahari Strategically, the KMF mines place Exxaro in a mineral corridor long dominated by global majors and niche players.
The region also comes with complex stakeholder dynamics – from environmental scrutiny to local beneficiation expectations. This acquisition positions Exxaro as a full-spectrum mining house, with assets in coal, manganese, renewables and energy infrastructure – but also amplifies its exposure to political and regulatory sensitivities.
Regulatory approvals remain The transaction remains conditional on:
Competition Commission approval;
DMRE sign-off under the Mineral and Petroleum Resources Development Act; and
Environmental and beneficiation approvals, particularly if brownfield expansions are envisaged.
The 'locked box' structure means any financial leakage prior to closing – such as dividends, losses or capital shifts – could result in upward adjustments to the purchase price.
While Exxaro's executive has projected stability under new CEO Ben Magara, the lingering absence of clarity around Tsengwa's departure – including conflicting narratives over internal whistle-blowers, governance disputes and legal claims – remains part of the story's subtext.
Communities, beneficiation and the just transition A key beneficiary of Ntsimbintle's structure is the John Taolo Gaetsewe Development Trust, which holds 14.47% of the company. Community-based entities, local women-led firms and Northern Cape entrepreneurs are also among its shareholders.
Exxaro has pledged to honour commitments around community development, job creation, infrastructure delivery and skills transfer. This aligns with South Africa's broader 'just energy transition' goals – but success will depend on visible outcomes.
Expectations are high. In a region often sceptical of extractive promises, execution will matter more than headlines.
Among the clear winners are Exxaro – which now gains scale, diversification and a firm foothold in the transition mineral space – and Ntsimbintle Holdings and Safika, which exit on their own terms while unlocking capital for future strategic moves.Less certain is the rationale behind OM Holdings' quiet withdrawal from South African manganese – no formal explanation has been provided. And then there is Dr Nombasa Tsengwa, whose early efforts to steer Exxaro towards diversification may yet define the company's trajectory, even if she is no longer at the helm to see it through.
The real prize Exxaro's manganese acquisition is not just a portfolio expansion. It is a narrative pivot, where ownership, governance and transformation converge.
What remains to be seen is whether this deal becomes a flagship for BBBEE industrial strategy, or a case study in how internal politics shape external outcomes. The manganese is real and the power shift may be just as material. DM