SecProbe.io

CORRESP
1
filename1.htm

September
28, 2023

Via
EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

Office of Energy
 & Transportation

100 F Street, N.E.

Washington, D.C.
20549

Attention: John
Coleman and Karl Hiller

  Re:
  Sibanye Stillwater Limited

Form
20-F for the Fiscal Year Ended December 31, 2022

Filed
April 24, 2023

File
No. 333-234096

Dear Messrs. Coleman
and Hiller:

I
refer to your letter dated August 23, 2023, setting forth comments of the Staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) relating to the annual report on Form 20-F for the fiscal year ended December
31, 2022 (the “2022 Form 20-F”) of Sibanye Stillwater Limited (the “Company” and, together with
its subsidiaries, “Sibanye-Stillwater” or the “Group”) (File Number 333-234096).

Sibanye-Stillwater’s
responses to the Staff’s comments on the 2022 Form 20-F are set forth below. To facilitate the Staff’s review, we have included
in this letter the captions and numbered comments from the Staff’s comment letter in italicized text and have provided our responses
immediately following each numbered comment.

Form
20-F for the Fiscal Year Ended December 31, 2022

Mineral
Resources and Mineral Reserves Report, page R&R-1

1. Please
                                            disclose the point of reference that has been utilized in estimating your mineral resources
                                            (e.g., in situ, mill feed, or saleable product), and specify the extent to which deductions
                                            have been made for mining losses, dilution, and processing losses to comply with Item 1303(b)(3)(v)
                                            and Item 1304(d)(1) of Regulation S-K.

Response:

The
Company respectfully acknowledges the Staff’s comment and confirms that the point of reference for its mineral resources is in-situ
(prior to mining and processing losses) with the exception of tailings storage facility (“TSF”) Resources, which are
declared as dry tonnes in place. In future Form 20-F filings, the Company proposes to amend the notes to its Mineral Resources and Mineral
Reserves Summary to include this point of reference.

In
Appendix A, the Company has reproduced the relevant notes to the Mineral Resources and Mineral Reserves Summary from the 2022 Form 20-F
with the proposed additional note highlighted in yellow to disclose the point of reference that has been utilized in estimating our resources.
The Company will include this information in its Form 20-F for the fiscal year ended December 31, 2023, and future Form 20-F filings.

Exhibits,
page 64

2. We
                                            have identified various disclosure deficiencies in the documents filed as exhibits 96.1 and
                                            96.7 in the remaining comments in this letter. Please consult with the qualified persons
                                            involved in preparing the Technical Report Summary for each project and arrange to obtain
                                            and file amendments to these exhibits to resolve the concerns.

Response:

The
Company respectfully acknowledges the foregoing Staff comment and will make additions and adjustments in future technical report summaries
filings as set out below.

96.1
Technical Report Summary of US PGM Operations, page 255

3. The
                                            abridged cash flow information presented in Table 63 on page 255 should be modified or expanded
                                            to include further details to comply with Item 601(b)(96)(iii)(B)(19) of Regulation
                                            S-K, i.e. a cash flow forecast showing annual production for the life of the project and
                                            the associated revenue, operating and capital costs, taxes, and royalties.

Response:

The
Company respectfully acknowledges the Staff’s comment and will modify its presentation of cash flows in future filings of the technical
report summary for the US PGM property (the “US PGM Operations Technical Report Summary”) to align with the particularized
requirements of Item 601(b)(96)(iii)(B)(19) of Regulation S-K.

The
Company notes that the abridged cash flow information presented in Table 63 of the US PGM Operations Technical Report Summary for the
fiscal year ended December 31, 2022 (the “2022 US PGM Operations Technical Report Summary”) presents annual cash flow
forecasts alongside measures of economic viability such as annual EBITDA, tax, profitability and NPV, as required by Item 601(b)(96)(iii)(B)(19)(ii).
Additional disclosures in respect of Item 601(b)(96)(iii)(B)(19) are made elsewhere in the 2022 US PGM Operations Technical Report Summary,
including in Section 20: “Capital and Operating Costs” and Section 4.3: “Royalties”.

However,
the Company will modify its presentation of cash flows in future filings of the US PGM Operations Technical Report Summary to include
the particularized disclosure requirements of Item 601(b)(96)(iii)(B)(19) of Regulation S-K in one table, including annual production
for the life of the project and the associated revenue, operating and capital costs, taxes, and royalties.

In
Appendix B, the Company has produced an indicative abridged cash flow table that will replace the aforementioned Table 63 of the 2022
US PGM Operations Technical Report Summary in future filings of the US PGM Operations Technical Report Summary.

96.7
Technical Report Summary of Keliber Lithium Project, page 66

4. The
                                            report should include conversions and explanations of conversions associated with lithium
                                            content and lithium quantities, such as Li%, Li2O, lithium carbonate equivalent
                                            (LCE), and lithium hydroxide (LiOH).

Response:

The
Company respectfully acknowledges the Staff’s comment and submits that it will include the relevant lithium conversions
currently disclosed on pages IR–124 and R&R–12, 15, 17, 38, 99, 100 of the 2022 Form 20-F in future filings of the
technical report summary for the Keliber property (the “Keliber Technical Report Summary”) in order to comply
with the disclosure requirements set out under Item 601(b)(96)(iii)(B)(11)(vi) of Regulation S-K.

    Page 2 of 15

In
Appendix C, the Company has reproduced the Executive Summary of the Keliber Technical Report Summary for the fiscal year ended December
31, 2022 (the “2022 Keliber Technical Report Summary”) with its indicative additions to be made in future filings
of the Keliber Technical Report Summary highlighted in yellow.

5. The
                                            disclosure in Table 12-2 on page 149, indicating the total ore production is expected to
                                            be 12.5 million tonnes, and the disclosure in Table 11-9 on page 144, indicating the declared
                                            mineral reserve is 8.20 million tonnes, should be modified as necessary to clarify or resolve
                                            this apparent inconsistency.

Response:

The
Company confirms that the disclosure of 12.5 million tonnes of total ore production in Table 12.2 is a typological error and that it
will ensure such presentation of attributable Mineral Reserves is corrected in future filings of the Keliber Technical Report Summary.
The Company submits that total attributable Mineral Reserves of 8.2Mt is correctly presented in the 2022 Keliber Technical Report Summary
on pages xiii (Executive Summary) and 144 (Table 11-9) and in the 2022 Form 20-F on pages IR-124; R&R-14 and R&R-100.

In
Appendix C, the Company has reproduced Table 12.2 of the 2022 Keliber Technical Report Summary with indicative revisions to be made in
future filings of the Keliber Technical Report Summary highlighted in yellow.

6. The
                                            disclosure on page 207, indicating there is demand for the 4.5% spodumene concentrate in
                                            Europe even though it is not a typical product, should be expanded to include further details
                                            of the market studies that were performed relative to demand and pricing to comply with
                                            Item 601(b)(96)(iii)(B)(16) of Regulation S-K.

Response:

The
Company respectfully acknowledges the Staff’s comment and confirms that it will include further details of the Wood Mackenzie (2021)
market study (the “Wood Mackenzie Report”) and Fastmarkets (March 2022) market study (the “Fastmarkets Report”)
from which spodumene concentrate demand information is derived in future filings of the Keliber Technical Report Summary. Further, the
Company will amend Section 23.1 in future filings of the Keliber Technical Report Summary to include the Wood Mackenzie Report and Fastmarkets
Report to the list of documents provided in connection with the preparation of the Keliber Technical Report Summary.

In
Appendix C, the Company has reproduced the relevant paragraph of Section 18 and Section 23.1 of the 2022 Keliber Technical Report Summary
with indicative additions to be made in future filings of the Keliber Technical Report Summary highlighted in yellow.

7. The
                                            disclosure on page 208 indicates that cash flows presented in Table 18-2 and Table 18-3 include
                                            underground tonnes that are not in the declared mineral reserve. However, the volumes underlying
                                            the economic analysis of a feasibility or preliminary feasibility study should be limited
                                            to the estimated mineral reserves based on the guidance in Item 1302(e)(3) and 1302(e)(6)
                                            of Regulation S-K. The economic analysis and estimated reserves should be revised as necessary
                                            to adhere to these requirements.

Response:

The
Company respectfully acknowledges the Staff’s comment and confirms that it will remove Table 18-2 and Table 18-3 in future filings
of the Keliber Technical Report.

    Page 3 of 15

The
Company notes that Keliber is an integrated project consisting of two parts, the mine and concentrator (“Mine and Concentrator”)
and the lithium hydroxide refinery (the “Refinery”). The Refinery, which is currently under construction, will utilize
newly developed lithium processing methods which have not been commercialized to date. As a result, the Company is required to exclude
mineral reserves and resources derived from the Refinery pursuant to the requirements of Item 1302 of Regulation S-K. Table 18-1 provides
a financial summary of the Mine and Concentrator portion of the project which supports the reserves declaration, and excludes underground
tonnes derived from the Refinery. The disclosure provided in Tables 18-2 and 18-3 were intended to provide a fulsome presentation to
investors and regulators of the integrated project in addition to the required data furnished in Table 18-1.

The
Company will remove such tables in future filings of the Keliber Technical Report. In Appendix C, the Company has reproduced the relevant
Tables 18-2 and 18-3 of the 2022 Keliber Technical Report Summary with its proposed deletions highlighted in orange.

*****

If
you have any questions or further comments, please contact me at your earliest convenience at +27 11 278 9700.

Sincerely,

  /s/ Charl Keyter

Charl
Keyter

Chief
Financial Officer

Sibanye
Stillwater Limited

    cc:
    Jacques le Roux, Sibanye Stillwater
    Limited

    Robert Van Niekerk, Sibanye Stillwater Limited

    Stephan Stander, Sibanye Stillwater Limited

    Jeffrey Cohen, Linklaters LLP

    Igor Rogovoy, Linklaters LLP

    Lance Tomlinson, Ernst & Young Inc.

    Page 4 of 15

Appendix A

Illustration
of proposed changes to 2023 20-F

Proposed additions “Fundamental
Notes” to Mineral Reserves and Mineral Resources Summary on page R&R-17

Proposed addition in yellow.

FUNDAMENTAL NOTES

    1

    This
    Mineral Resources and Mineral Reserves Report for Sibanye-Stillwater covers a full description of all of the Group’s mineral
    property assets, as at 31 December 2022.

    2

    The
    Mineral Resource and Mineral Reserve estimates are reported effective as at 31 December 2022 and year-on-year comparisons may be
    impacted by variations in commodity prices, currency exchange rates, legislation, permitting changes, costs and operating performance.

    3

    All
    stated Mineral Resource and Mineral Reserve estimates are net of 12 month’s production depletion since 31 December 2021.
    The depletion applied to the managed operations includes the actual measured depletion up until end of September 2022, while the
    remaining depletion is estimated up to 31 December 2022.

    4

    Mineral
    Resource and Mineral Reserve price assumptions for non-managed properties vary from those used for the managed operations. In
    those cases, the reader is directed to the notes provided below the estimation tables for detailed information.

    5

    South
    African PGM operations Mineral Resource and Mineral Reserve reporting accounts for four elements (4E) of the basket of PGMs
    and gold (platinum, palladium, rhodium and gold), while the US PGM operations Mineral Resource and Mineral Reserve reporting
    only accounts for two elements (2E) of PGMs ( palladium and platinum). Other associated precious metals – such as iridium,
    ruthenium (SA PGM), gold and silver (US PGM) – occur in low concentrations and are generally not material to the estimations
    or calculations. The base metals (copper, nickel, cobalt and chromium) are also extracted as by-products in conjunction with these
    PGMs. These are not reported on individually, but their average concentrations in the various ores are provided as guidelines.
    Mineral Reserve and Mineral Resource economic calculations are based on a basket price taking into consideration all metals
    extracted and recovered.

    6

    In
    line with industry practice, Lithium (Li) Mineral Resources and Mineral Reserves total metal content is quoted in Lithium Carbonate
    (Li2CO3) Equivalent (LCE), which is one of the final products produced in the lithium mining value chain. LCE
    is derived from in-situ Li content by multiplying by a factor of 5.323. Lithium Hydroxide Monohydrate (LiOH.H2O) can be
    derived from LCE by dividing by a factor of 0.88

    7

    No
    Inferred Mineral Resources have been included in any of the economic studies for the reporting of Mineral Reserves.

    8

    Detailed
    financial models are used to estimate the Mineral Reserves. All modifying factors applied are all-inclusive from mine to mill. Mineral
    Reserves are reported as tonnes and contained metal reporting to the mill, with the exception of Lithium and Boron, where equivalent
    final produced product is included as well.

    9

    All
    Mineral Resources are declared in in-situ tonnes with the exception of TSF (Tailings Storage Facility) resources, which are declared
    as dry tonnes in place.

    10

    Attributable
    Mineral Resources and Mineral Reserves are reported on a legal, equity interest basis, considering both direct (project level) and
    indirect (holding entity level) interests, and also include indirect holdings via subsidiaries and treasury shares. In addition,
    the full (100% basis) Mineral Resources and Mineral Reserves for each property are also provided for full transparency.

    11

    Rounding-off
    of figures in this report may result in minor computational discrepancies. Where th