MCM Mc Mining Limited

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

8 April 2024

Goldway Capital Investment Limited - Notice of Variation of Unconditional Offer - Extension of Offer Period, Finalisation and Currency Conversion Announcement

Goldway Capital Investment Limited (company registration number 3294426) (Goldway) refers to its off-market takeover offer for all of the ordinary shares in MC Mining Limited ACN 008 905 388 (ASX: MCM) (Offer).

As noted in Goldway's third supplementary bidder's statement dated 21 March 2024, the Offer contains a condition (which cannot be waived) that Goldway needs to have received acceptances for at least 50.1% or more of the ordinary shares in MCM that it does not have a relevant interest at the commencement of the date of the Offer (Minimum Acceptance Condition), and Goldway's intention was to:

i.             declare the Offer unconditional on the date that Goldway notifies the market that the Minimum Acceptance Condition has been satisfied (Unconditional Date); and

ii.            extend the Offer for 10 Business Days from the Unconditional Date.

As announced on 8 April 2024, the Minimum Acceptance Condition has been satisfied. Accordingly, Goldway is pleased to:

a)   declare the Offer free from all defeating conditions set out in Section 13.9 of the bidder's statement dated 2 February 2024, such that the Offer is now unconditional; and

b)   extend the Offer for 10 Business Days from today, being the Unconditional Date, such that the Offer will remain open for acceptance until 7.00pm (Sydney time) / 11.00am (South Africa time) on Monday, 22 April 2024.

Goldway attaches by way of service:

i.              pursuant to section 650F of the Corporations Act 2001 (Cth) a notice that defeating conditions are freed; and

ii.             pursuant to section 650D of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Takeover Bids) Instrument 2023/683) (Corporations Act) a notice extending the period during which the Offer will remain open for acceptance to 7.00pm (Sydney time) / 11.00am (South Africa time) on Monday, 22 April 2024. We refer to our third supplementary bidder's statement dated 21 March 2024 which noted that the Offer is intended to be extended to a date that is 10 Business Days from the date that Goldway declares the Offer unconditional (which is on the date that Goldway notifies the market that the Minimum Acceptance Condition has been satisfied). For the avoidance of doubt, Goldway's present intention is that there is no further extension beyond Monday, 22 April 2024, unless extended in accordance with the Corporations Act.

Key Dates

The Key Dates in respect of the Offer are as follows:

1.     Please note that the above dates are indicative only. Goldway's present intention is that there is no further extension beyond Monday, 22 April 2024, unless extended in accordance with the Corporations Act. MCM shareholders will be advised of any change by release of an announcement on ASX, RNS and SENS.

2.     No dematerialisation or rematerialisation of MCM Shares held on the MCM South African Register may take place between the date MCM Shares trade 'ex' the Offer on the JSE and the Register Date, both days inclusive.

3.     No transfers between the MCM South African Register, the MCM Australian Register and the MCM United Kingdom Register may take place between the currency conversion date, being the date on which the currency conversion rate is announced, and the Register Date, both days inclusive.

4.     The Offer Consideration will be paid to MCM Shareholders who hold their MCM Shares on the MCM South African Register within 6 business days after accepting the Offer or the publication of the finalisation announcement, whichever is the later.

Currency Conversion

MCM Shareholders are advised that the A$/ZAR and A$/ GBP exchange rates for the Offer Consideration of A$0.16 per MCM Share has been fixed, based on an exchange rate of A$/ZAR 12.25425 being the mid rate as published by Nedbank Limited in South Africa at 15h45 on 5 April 2024 and A$/£  0.52100 being the published Financial Times cross rate as of 5 April 2024 at 14:20 BST. The Offer Consideration in ZAR is 1.96068 per MCM Share and in GBP is 0.08336.

Yours faithfully

Goldway Capital Investment Limited

CR No. 3294426

NOTICE UNDER SECTION 650F OF THE CORPORATIONS ACT 2001 (CTH)

NOTICE THAT DEFEATING CONDITIONS FREED

To:       ASX Limited

            MC Mining Limited ACN 008 905 388 (MCM)

Goldway Capital Investment Limited (company registration number 3294426) (Goldway) gives notice (Notice) under section 650F of the Corporations Act 2001 (Cth) (Corporations Act) in relation to its off-market takeover bid for all of the ordinary shares in MCM (Offer). The Offer is contained in the bidder's statement issued by Goldway dated 2 February 2024 (as supplemented on 15 February 2024, 14 March 2024, 21 March 2024 and 28 March 2024) (Bidder's Statement).

Unless otherwise defined in this Notice, words defined in the Bidder's Statement have the same meaning in this Notice.

For the purposes of section 650F of the Corporations Act, Goldway gives notice and declares that:

i.              the Offer and each contract resulting from acceptances of the Offer, is free from all the conditions set out in section 13.9 of the Bidder's Statement. Accordingly, the Offer is now unconditional; and

ii.             as at the date of this notice, Goldway's voting power in MCM was 83.67%.

Date: 8 April 2024

Goldway Capital Investment Limited

CR No. 3294426

NOTICE OF VARIATION OF UNCONDITIONAL OFFER - EXTENSION OF OFFER PERIOD

UNDER SECTION 650D(1) OF THE CORPORATIONS ACT 2001 (CTH)

To:       Australian Securities and Investments Commission (ASIC)

ASX Limited

            MC Mining Limited ACN 008 905 388 (MCM)

Goldway Capital Investment Limited (company registration number 3294426) (Goldway) gives notice (Notice) under section 650D(1) of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Takeover Bids) Instrument 2023/683) (Corporations Act) in relation to its off-market takeover bid for all of the ordinary shares in MCM (Offer). The Offer is contained in the bidder's statement issued by Goldway dated 2 February 2024 (as supplemented on 15 February 2024, 14 March 2024, 21 March 2024 and 28 March 2024) (Bidder's Statement).

Unless otherwise defined in this Notice, words defined in the Bidder's Statement have the same meaning in this Notice.

Goldway gives notice under section 650D(1) of the Corporations Act that, pursuant to section 650C(1) of the Corporations Act:

i.              the Offer is varied by extending the period during which the Offer will remain open for acceptance until 7.00pm (Sydney time) / 11.00am (South Africa time) on Monday, 22 April 2024, unless further extended or withdrawn; and 

ii.            all references in the Bidder's Statement and Acceptance Form to "19 April 2024" or "Friday, 19 April 2024" (as varied by the notice of variation announced by Goldway on 4 April 2024) will be further varied to "22 April 2024" or "Monday, 22 April 2024". 

We refer to our third supplementary bidder's statement dated 21 March 2024 which noted that the Offer is intended to be extended to a date that is 10 Business Days from the date that Goldway declares the Offer unconditional (which is on the date that Goldway notifies the market that the minimum acceptance condition has been satisfied). For the avoidance of doubt, Goldway's present intention is that there is no further extension beyond Monday, 22 April 2024, unless extended in accordance with the Corporations Act.

A copy of this notice was lodged with ASIC on 8 April 2024. ASIC takes no responsibility for the contents of this notice.

Date: 8 April 2024