MANTENGU MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")
DRAWDOWN FROM R500 MILLION SHARE FACILITY
Shareholders are referred to the voluntary announcement released on SENS on 18 April 2024 (and using the
terms defined therein, unless otherwise stated) wherein it was advised that Mantengu intended to commence
drawing down from the R500 million Facility made available to the Company by the Investor, GEM Global
Yield LLC SCS. Accordingly, Shareholders are hereby advised that Share Providers, being such
Shareholders of the Company who wished to become Share Providers on the terms and conditions set out in
the Circular dated 21 December 2023 and who consequently applied to the Company by way of submission
of the Share Provider Application Form enclosed therein, received an Intention Notification from the
Company on 19 April 2024 specifying the proposed Draw Down Amount and Notice Date in respect of the
intended draw down. Accordingly:
o on 19 April 2024, the Share Providers, being Disruption Capital Proprietary Limited ("Disruption
Capital"), a wholly owned company of the MJ Miller Family Trust, which is an associate of Mike Miller, a
director of the Company, and the Alistair Collins Family Trust ("Trust"), which is an associate of Alistair
Collins, a director of the Company and a beneficiary of the Trust, transferred 13 697 011 and 10 302 989
Shares, respectively (being an aggregate of 24 000 000 Shares) at a deemed price of R0.71 cents per
Share to the Investor against an undertaking from Mantengu to make such Share Providers whole after
the relevant closing date by Mantengu effectively issuing the Consideration Shares to such Share
Providers to whom the Investor assigned its rights to be issued such Shares to make the Share
Providers whole again;
o on 31 May 2024 and 26 June 2024, being the respective commencement of the Pricing Periods relating
to the first and second draw downs, Mantengu delivered conforming Subscription Notices to the Investor
to subscribe for the Consideration Shares and provided copies thereof to the relevant Share Providers in
accordance with the terms of the Share Subscription Facility Agreement;
o on the first Trading Date following the end of the first Pricing Period, being 21 June 2024, the Investor
delivered a Closing Notice to the Company confirming the Issue Amount for which it wished to subscribe,
being 2 400 000 Consideration Shares, respectively for a Subscription Price of R3 884 800;
o following the first Closing Date, the Share Providers, having been approached and agreeing thereto,
10 000 000 Shares were retained with the Investor to be utilised for subsequent Subscription Notices,
which left a balance of 11 600 000 Shares ("Pooled Share Provider Shares") to be returned to the
Share Providers in the proportion of 6 620 222 Shares to Disruption Capital and 4 979 778 Shares to the
Trust;
o on the first Trading Date following the end of the second Pricing Period, being 16 July 2024, the Investor
delivered a Closing Notice to the Company confirming the Issue Amount for which it wished to subscribe,
being 885 997 Consideration Shares for a Subscription Price of R1 172 174;
o on 25 July 2024, Mantengu applied to the JSE Limited for the listing of an additional 3 285 997 Shares,
which Shares were issued on 29 July 2024, in the respective proportions, to:
- Disruption Capital in the amount of 1 875 347 Shares, comprising 1 369 701 Shares at a deemed
price of R1.21 per Share and 505 646 Shares at a deemed price of R1.38 per Share); and;
- the Trust in the amount of [1 410 650] Shares (comprising 1 030 299 Shares at a deemed price of
R1.21 per Share and 380 351 Shares at a deemed price of R1.38 per Share),
pursuant to the aforementioned undertaking by Mantengu to make such Share Providers whole after the
relevant closing date by issuing the Consideration Shares to the Share Providers to whom the Investor
assigned its rights to be issued such Shares to make the Share Providers whole again.
The current balance of the Shares retained by the Investor to be utilised for subsequent Subscription Notices
amounts to 9 114 003 Shares.
Johannesburg
1 August 2024
Designated Adviser
Merchantec Capital
Date: 01-08-2024 04:45:00
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