MANTENGU MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company" or "the Group")
BIRCA COPPER AND METALS PROPRIETARY LIMITED: SUPERVENING IMPOSSIBILITY OF
PERFORMANCE OF SUSPENSIVE CONDITION
1. Introduction
1.1 Shareholders are referred to the announcement released on SENS on 13 May 2024
("Announcement") (and using the terms defined therein unless otherwise stated), wherein it was
advised that the Company had entered into a sale of shares agreement ("Acquisition Agreement")
dated 10 May 2024 ("Signature Date") with Birca Investments Proprietary Limited and SA Metals
and Fossils Proprietary Limited (collectively referred to as "the Sellers") for the acquisition of the
entire issued share capital of Birca Copper and Metals Proprietary Limited ("BCM") for the
consideration of R29,887,000 ("Acquisition"), subject to the fulfilment of certain conditions.
1.2 BCM mines and processes high grade chrome ore on the Farm Goudini 30, Registration Division
J.P., situated in the North West Province and measuring 2,109 hectares ("Mining Area"). The Mining
Area is the subject of the mining right granted to New Venture Mining Investment Holdings
Proprietary Limited ("NVMHI") on or about 3 February 2012 and will continue to be of full force and
effect for a period of 30 years ending on 5 November 2045 ("Mining Right").
1.3 Prior to the Signature Date, NVMIH and BCM had entered into:
1.3.1 an agreement bearing the title "Transfer of Mining Right Agreement" in terms of which
NVMIH would sell and transfer to BCM the Mining Right on the terms and subject to the
conditions therein contained ("Transfer of Mining Right Agreement"); and
1.3.2 an agreement in terms of which BCM would be entitled to mine in the Mining Area pending
transfer of the mining right to BCM under the Transfer of Mining Right Agreement
("Contractorship Agreement").
2. Supervening impossibility of performance of suspensive condition in the Acquisition Agreement
2.1 Conditions subsequent and cancellation
As set out in the Announcement, the Acquisition is subject to certain conditions subsequent,
including that the Transfer of Mining Right Agreement must become unconditional in accordance
with its terms, which if not fulfilled by the date falling 18 months after the Signature Date, the parties
to the Acquisition Agreement will be restored as near as possible to the status quo ante, and no
Party shall have any claim against Mantengu solely as a result of the cancellation of the Acquisition
Agreement.
2.2 On 2 August 2024, BCM received a letter from NVMIH's attorneys advising BCM that on account of
certain breaches, NVMIH was cancelling the Transfer of Mining Right Agreement and the
Contractorship Agreement with immediate effect.
2.3 Mantengu and BCM have been advised that the cancellation of the Transfer of Mining Right
Agreement amounts to an event of supervening impossibility of performance in that the suspensive
condition in respect of the transfer of the Mining Right cannot be fulfilled within the requisite time
period or at all.
3. The way forward
3.1 The Mining Right
Given the materiality of the Acquisition and subsequent investment made by Mantengu into BCM,
the Board will proactively engage the directors and shareholders of NVMHI with the aim of finding
an alternative solution to protect the investment. The Board will advise the market in due course of
any viable alternative solutions available to both Mantengu and NVMHI.
3.2 Cancellation of the Acquisition Agreement
The Board has handed the matter over the Company's legal team who is currently reviewing the
Company's rights to cancel the Acquisition Agreement to restore Mantengu as near as possible to
the status quo ante.
Johannesburg
2 August 2024
Designated Adviser
Merchantec Capital
Date: 02-08-2024 05:10:00
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