Wrap Text
Notice of change of interests of substantial holders
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in
Australia) Registration number ABN
008 905 388 ISIN AU000000MCM9
JSE share code: MCZ
ASX/AIM code: MCM
13 December 2024
ASX Market Announcements Platform
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Notice of change of interests of substantial holders
MC Mining Limited (Company) hereby attaches copies of the ASIC Forms 604 'Notice
of change of interests of substantial holder' given to it by each of Senosi Group
Investment Holdings Proprietary Limited (Senosi), Dendocept Group (as defined in
the relevant accompanying Form 604) and Goldway Capital Investment Limited
(Goldway) as a result of historical and more recent changes in Senosi's, Dendocept
Group's and Goldway's relevant interests in the Company's shares.
The Company considers that inadvertent changes in Senosi's, Dendocept Group's and
Goldway's relevant interests in the Company's shares have occurred, most recently,
as a consequence of Company's entry into the escrow deed with Kinetic Crest Limited
(KCL) and Kinetic Development Group Limited (KDG and, together with KCL, Kinetic)
in respect of the 62,102,002 shares issued by the Company to KCL on 30 August 2024
(First Closing Shares) (Escrow Deed) 1.
Given that the changes to Senosi's, Dendocept Group's and Goldway's relevant
interest in the Company's shares occurred on 30 August 2024 (i.e. as a consequence
of the Company's entry into the Escrow Deed), the Company considers that each of
the accompanying ASIC Forms should have been given to the Company on 2
September 2024 as required by section 671B of the Corporations Act 2001 (Cth)
(Corporations Act).
1 The Company has a relevant interest in the First Closing Shares as a consequence of its entry into
the Escrow Deed. Furthermore, section 608(3) of the Corporations Act states that a person (together
with its associates) has a relevant interest in the shares held by a company that the person (together
with its associates) owns 20% or more of. This means that each of Senosi, Dendocept Group and
Goldway have a relevant interest in the First Closing Shares as each of them have a relevant interest
in more than 20% of the Company's shares. Separately, and as noted in Senosi's and Dendocept
Group's ASIC Form 604, each of Senosi and Dendocept Group also have a relevant interest in the
125,387,172 shares in the Company held by Goldway because each of Senosi and Dendocept Group
have a relevant interest in more than 20% of Goldway's shares.
Although the breach of section 671B of the Corporations Act was inadvertent (and not caused by any
of Senosi, Dendocept Group or Goldway), the Company has taken this opportunity to remind each
party of their respective obligations with regard to section 671B (and related takeover provisions) of
the Corporations Act to seek to ensure that such a contravention does not occur again in the future2.
Further information in relation to the matters the subject of the attached ASIC Forms 604 will be
set out in detail in the Company's notice of meeting and explanatory statement in relation to
the transaction with Kinetic, which is expected to be sent to MC Mining shareholders in the
coming days. The shareholders' meeting is expected to be held in mid to late January 2025.
A copy of the Escrow Deed is included as an Annexure to each of the accompanying ASIC Forms.
The contents of this release have been authorised by the directors of the Company.
For and on behalf of
MC Mining Limited
Bill Pavlovski Company
Secretary
JSE Sponsor:
BSM Sponsors Proprietary Limited
2 Given that each of Senosi, Dendocept Group and Goldway had a greater than 20% interest in
the Company's shares at the time the Company entered into the Escrow Deed (i.e. the escrow
deed in respect of the First Closing Shares), the Company considers that it may have unintentionally
caused each of Senosi, Dendocept Group and Goldway to acquire a relevant interest in the First
Closing Shares in contravention of section 606 of the Corporations Act.
2
604 GUIDE page 1/1 13 March 2000
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited (MC Mining)
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Name Senosi Group Investment Holdings Proprietary Limited (SGIH)
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on 30/08/2024
The previous notice was given to the company on 23/11/2022
The previous notice was dated 23/11/2022
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous notice Present notice
Class of securities (4)
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid Ordinary Shares 95,357,455 23.98% 282,845,629 59.41%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Class and
Person whose Consideration
Date of Nature of number of Person's votes
relevant interest given in relation
change change (6) securities affected
changed to change (7)
affected
As registered holder
of more than 20% of
MC Mining's shares,
section 608(3) of the
Corporations Act
states that SGIH has
a relevant interest in
the shares in which
MC Mining has a
relevant interest in.
30/08/2024 SGIH N/A 62,102,002 62,102,002
Accordingly, SGIH
acquired a relevant
interest in the shares
the subject of the
escrow deed
attached at Annexure
A on 30/08/2024 (i.e.
the date on which MC
Mining acquired a
relevant interest in
those same shares).
As holder of more
than 20% of Goldway
Capital Investment
Limited's (Goldway)
shares (noting that
SGIH holds 41.25%
Various SGIH N/A 125,386,172 125,386,172
of Goldway's shares),
SGIH has a relevant
interest in the shares
in which Goldway has
a relevant interest in.
See Annexure B.
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person's votes
interest securities as holder (8) interest (6) securities
SGIH SGIH SGIH Registered holder of shares 95,357,455 95,357,455
As registered holder of
more than 20% of MC
Nil (SGIH has no right to
Mining's shares, SGIH has
acquire or to control the
SGIH Kinetic Crest Limited Kinetic Crest Limited a relevant interest in the 62,102,002
voting rights attaching to
shares in which MC Mining
these shares)
has a relevant interest in.
See section 608(3).
As holder of more than 20%
of Goldway's shares, SGIH
has a relevant interest in the
SGIH Goldway Goldway 125,386,172 Nil
shares in which Goldway
has a relevant interest in.
See section 608(3).
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
Senosi Group Investment Holdings SGIH has a relevant interest in the shares in which MC Mining and (separately) Goldway have
Proprietary Limited a relevant interest in by virtue of section 608(3) of the Corporations Act
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
Senosi Group Investment Holdings
6th Floor, Park Lane West, 197 Amarand Avenue, Menlyn Maine, Pretoria, South Africa, 0081
Proprietary Limited
Signature
print name ONTIRETSE MATHEWS SENOSI capacity DIRECTOR
sign here date 13/12/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,
become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
This is Annexure A of 15 pages referred to in the accompanying Form 604.
Responsible person: ONTIRETSE MATHEWS SENOSI
……………………………………
Ontiretse Mathews Senosi
(Director)
Date: 13 December 2024
30 August 2024
Market Announcements Platform
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Notice of initial substantial holder
MC Mining Limited ACN 008 905 388 (Company) encloses a copy of a Form 603
'Notice of initial substantial holder' (Form 603) which is being released to notify the
market of the Company's relevant interest in the 62,102,002 MC Mining shares (each,
a Share) that it issued to a Kinetic Crest Limited (KCL), a subsidiary of Hong Kong
Stock Exchange Main Board listed Kinetic Development Group Limited (KDG) earlier
today, 30 August 2024.
The Company's relevant interest in the above referred Shares arises by virtue of the
voluntary escrow arrangements which were entered into between the Company, KDG
and KCL as part of the broader transaction in which KDG has agreed, subject to the
satisfaction of various conditions, to acquire up to 51% of the Company's issued Share
capital further details of which are set out in the Company's ASX announcement
released on 28 August 2024.
The contents of this release (including the Form 603) have been authorised by the
directors of the Company.
For and on behalf of
MC Mining Limited
Bill Pavlovski
Company Secretary
603 page 1/2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme MC Mining Limited
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Name MC Mining Limited
ACN/ARSN (if applicable) 008 905 388
The holder became a substantial holder on 30/08/2024
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
FPO 62,102,002 62,102,002 13.04%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
MC Mining Limited See Annexures A and B 62,102,002 FPO
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant Registered holder of Person entitled to be Class and number
interest securities registered as holder (8) of securities
MC Mining Limited See Annexures A and B See Annexures A and B 62,102,002 FPO
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:
Holder of relevant Class and number
Date of acquisition Consideration (9)
interest of securities
Cash Non-cash
MC Mining Limited 30 August 2024 Nil 62,102,002 FPO
AU_Prec 5947v1 PREC
603 page 2/2 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
MC Mining Limited Level 3, 96 Elizabeth Street, Melbourne, Victoria 3000
Signature
print name Bill Pavlovski capacity
Director and Company
Secretary
sign here date 30/August/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
AU_Prec 5947v1 PREC
603 GUIDE page 1/1 13 March 2000
GUIDE This guide does not form part of the prescribed form
and is included by ASIC to assist you in completing and
lodging form 603.
Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil
Lodging Fee Nil
Other forms to be Nil
completed
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of
paper annexed to the form.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange.
(c) The person must give a copy of this notice:
(i) within 2 business days after they become aware of the information; or
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
information if:
(A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and
(B) the person becomes aware of the information during the bid period.
Annexures To make any annexure conform to the regulations, you must
1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2 show the corporation name and ACN or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7 sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
AU_Prec 5947v1 PREC
Annexure A
This is Annexure A of 1 page referred to in the accompanying Form 603.
Responsible person: BILL PAVLOVSKI
HOLDER OF RELEVANT INTEREST NATURE OF RELEVANT INTEREST CLASS AND NUMBER OF SECURITIES
MC MINING LIMITED RESTRICTIONS ON DISPOSAL OF 62,102,002 FPO
SHARES ISSUED TO KCL BY VIRTUE
OF THE PARTIES' ENTRY INTO THE
ESCROW DEED THE SUBJECT OF
ANNEXURE B TO THE ACCOMPANYING
ASIC FORM 603 GIVE MC MINING A
RELEVANT INTEREST IN ITS OWN
SHARES UNDER SECTION 608(1)(C) OF
THE CORPORATIONS ACT.
MC MINING HAS NO RIGHT TO
ACQUIRE THESE SHARES OR TO
CONTROL THE VOTING RIGHTS
ATTACHING TO THESE SHARES.
REGISTERED HOLDER DURATION OF ESCROW CLASS AND NUMBER OF SECURITIES
KINETIC CREST LIMITED, A WHOLLY SUBJECT TO THE TERMS OF THE 62,102,002 FPO
OWNED SUBSIDIARY OF KINETIC ESCROW DEED REFERRED TO
DEVELOPMENT GROUP LIMITED HEREIN, A HOLDING LOCK HAS BEEN
APPLIED TO THE 62,102,002 FPO
SHARES ISSUED BY MC MINING TO
KINETIC CREST LIMITED WHICH WILL
BE LIFTED ON THE 12 MONTH
ANNIVERSARY OF THE ISSUE DATE
FOR THOSE SHARES (WHICH WAS 30
AUGUST 2024).
……………………………………
Bill Pavlovski
(Director and Company Secretary)
Date: 30 August 2024
ANNEXURE B
This is Annexure B of 9 pages (including this page) referred to in the accompanying Form 603.
Responsible person: BILL PAVLOVSKI
……………………………………
Bill Pavlovski
(Director and Company Secretary)
Date: 30 August 2024
Annexure B
This is Annexure B of 4 pages referred to in the accompanying Form 604.
Responsible person: ONTIRETSE MATHEWS SENOSI
……………………………………
Ontiretse Mathews Senosi
(Director)
Date: 13 December 2024
604 GUIDE page 1/1 13 March 2000
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited (MC Mining)
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Goldway Capital Investment Limited (Goldway).
The previous notice given by Goldway to MC Mining on 28 June 2024 included the relevant interests in MC Mining shares
of Goldway's associates for the purposes of the below referred Takeover Offer, being Senosi Group Investment Holdings
Proprietary Limited (holder of 41.23% of Goldway's shares) (SGIH), Dendocept Proprietary Limited (holder of 6.93% of
Goldway's shares) (Dendocept), Jun Liu & Lu Zhang as trustees for the Golden Eagle Trust (joint holders of 6.50% of
Goldway's shares), Pacific Goal Investment Limited (holder of 6.11% of Goldway's shares) (Pacific Goal), Christine He
Name
(holder of 2.12% of Goldway's shares), Jun Liu (holder of 1.65% of Goldway's shares), Golden Archer Investments (Pty)
Ltd (holder of 0.06% of Goldway's shares) (Golden Archer), Shining Capital GP Limited (holder of 8.58% of Goldway's
shares) (Shining Capital), Ying He Yuan Investment (S) Pte Ltd (holder of 5.25% of Goldway's shares) (YHYI),
Longelephant International Trade Limited (holder of 3.72% of Goldway's shares) (Longelephant) and Eagle Canyon
Internation Group Holding Limited (holder of 17.85% of Goldway's shares) (Eagle Canyon) (Goldway's associates are
together referred to as the Consortium). The association between Goldway and each member of the Consortium for the
purposes of the below referred Takeover Offer ceased on or about 16 July 2024.
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on 30/08/2024
The previous notice was given to the company on 28/06/2024
The previous notice was dated 28/06/2024
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous notice Present notice
Class of securities (4)
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid Ordinary Shares 387,884,182 93.69% 187,488,174 39.38%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Class and
Person whose Consideration
Date of Nature of number of Person's votes
relevant interest given in relation
change change (6) securities affected
changed to change (7)
affected
Following the
conclusion of the
takeover (and
subsequent buy-out)
offer made by Goldway
on behalf of the
Consortium for all of
N/A (the buy-out offer 200,396,008
25 June 2024 Goldway the MC Mining shares 200,396,008
that the members of
completed on 16 July 2024) (Decrease)
the Consortium didn't
already own (Takeover
Offer), each member
of the Consortium
ceased to be an
associate of Goldway.
As registered holder
of more than 20% of
MC Mining's shares,
section 608(3) of the
Corporations Act
states that Goldway
has a relevant
interest in the shares
in which MC Mining
has a relevant
interest in.
62,102,002
30 August 2024 Goldway N/A 62,102,002
(Increase)
Accordingly, Goldway
acquired a relevant
interest in the shares
the subject of the
escrow deed
attached at Annexure
A on 30/08/2024 (i.e.
the date on which MC
Mining acquired a
relevant interest in
those same shares).
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person's votes
interest securities as holder (8) interest (6) securities
Goldway Goldway Goldway Registered holder of shares 125,386,172 125,386,172
As registered holder of
more than 20% of MC Nil (Goldway has no
Mining's shares, Goldway right to acquire or to
Goldway Kinetic Crest Limited Kinetic Crest Limited has a relevant interest in the 62,102,002 control the voting rights
shares in which MC Mining attaching to these
has a relevant interest in. shares)
See section 608(3).
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
SGIH (registered holder of 95,357,455 MC Mining shares) ceased to be an associate of
SGIH
Goldway following the conclusion of the Takeover Offer
Dendocept (registered holder of 28,265,593 MC Mining shares) ceased to be an associate of
Dendocept
Goldway following the conclusion of the Takeover Offer
Jun Liu & Lu Zhang (joint holders of 26,499,345 MC Mining shares) ceased to be an associate
Jun Liu & Lu Zhang
of Goldway following the conclusion of the Takeover Offer
Pacific Goal (registered holder of 24,927,757 MC Mining shares) ceased to be an associate of
Pacific Goal
Goldway following the conclusion of the Takeover Offer
Christine He (registered holder of 8,664,674 MC Mining shares) ceased to be an associate of
Christine He
Goldway following the conclusion of the Takeover Offer
In order to avoid the double counting of Jun Liu's relevant interest in MC Mining shares (Jun Liu
is the registered holder of 6,735,240 MC Mining shares), Jun Liu's registered holding of MC
Jun Liu Mining shares have been included in the ASIC Form 604 given to the Company by Dendocept,
on behalf of the Dendocept Group (as defined in that ASIC Form 604) instead of in this ASIC
Form 604
Golden Archer (registered holder of 264,846 MC Mining shares) ceased to be an associate of
Golden Archer
Goldway following the conclusion of the Takeover Offer
Shining Capital (registered holder of 35,000,000 MC Mining shares) ceased to be an associate
Shining Capital
of Goldway following the conclusion of the Takeover Offer
YHYI (registered holder of 21,413,462 MC Mining shares) ceased to be an associate of Goldway
YHYI
following the conclusion of the Takeover Offer
Longelephant (registered holder of 15,162,581 MC Mining shares) ceased to be an associate
Longelephant
of Goldway following the conclusion of the Takeover Offer
Eagle Canyon (registered holder of 207,058 MC Mining shares) ceased to be an associate of
Eagle Canyon
Goldway following the conclusion of the Takeover Offer
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
SGIH 6th Floor, Park Lane West, 197 Amarand Avenue, Menlyn Maine, Pretoria, South Africa, 0081
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Dendocept
South Africa
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Jun Liu & Lu Zhang
South Africa
Pacific Goal R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Christine He
South Africa
Jun Liu 9 Camel Gateside, Dainfern 2191, Johannesburg, South Africa
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Golden Archer
South Africa
Shining Capital One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
Longelephant 12F, San Toi Building, 1370139 Connaught Road Central, Hong Kong
Eagle Canyon R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
Signature
print name JUN LIU capacity DIRECTOR
sign here date 13/12/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,
become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
604 GUIDE page 1/1 13 March 2000
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited (MC Mining)
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Dendocept Proprietary Limited (Dendocept) and its associates being Jun Liu & Lu Zhang as trustees for the Golden Eagle
Name Trust, Pacific Goal Investment Limited (Pacific Goal), Christine He, Jun Liu, Golden Archer Investment (Pty) Ltd (Golden
Archer) and Eagle Canyon International Group Holding Limited (Eagle Canyon) (together, Dendocept Group)
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on 30/08/2024
The previous notice was given to the company on 19/12/2023
The previous notice was dated 19/12/2023
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous notice Present notice
Class of securities (4)
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid Ordinary Shares 95,357,455 23.98% 283,052,687 59.45%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Class and
Person whose Consideration
Date of Nature of number of Person's votes
relevant interest given in relation
change change (6) securities affected
changed to change (7)
affected
As holder (collectively)
of more than 20% of
MC Mining's shares,
section 608(3) of the
Corporations Act states
that Dendocept Group
has a relevant interest
in the shares in which
MC Mining has a
relevant interest in.
Accordingly,
30/08/2024 Dendocept Group N/A 62,102,002 62,102,002
Dendocept Group
acquired a relevant
interest in the shares
the subject of the
escrow deed attached
at Annexure A on
30/08/2024 (i.e. the
date on which MC
Mining acquired a
relevant interest in
those same shares).
As holder
(collectively) of more
than 20% of Goldway
Capital Investment
Limited's (Goldway)
shares (noting that
Dendocept Group
(collectively) holds
Various Dendocept Group N/A 125,386,172 125,386,172
approximately
41.22% of Goldway's
shares), Dendocept
Group has a relevant
interest in the shares
in which Goldway has
a relevant interest in.
See Annexure B.
Eagle Canyon is now
included in the ASIC
30/08/2024 Dendocept Group N/A 207,058 207,058
Form 604 as it is an
associate of Jun Liu
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person's votes
interest securities as holder (8) interest (6) securities
As holder (collectively) of
more than 20% of MC
Mining's shares, Dendocept Nil (DG has no right to
Dendocept Group has a relevant acquire or to control the
Kinetic Crest Limited Kinetic Crest Limited 62,102,002
Group interest in the shares in voting rights attaching to
which MC Mining has a these shares)
relevant interest in. See
section 608(3).
As holder (collectively) of
more than 20% of
Goldway's shares,
Dendocept Dendocept Group has a
Goldway Goldway 125,386,172 Nil
Group relevant interest in the
shares in which Goldway
has a relevant interest in.
See section 608(3).
Holder of shares and an
associate of the other
Dendocept Dendocept Dendocept 28,265,593 28,265,593
members of the Dendocept
Group
Holder of shares and an
Jun Liu & Lu associate of the other
Jun Liu & Lu Zhang Jun Liu & Lu Zhang 26,499,345 26,499,345
Zhang members of the Dendocept
Group
Holder of shares and an
associate of the other
Pacific Goal Pacific Goal Pacific Goal 24,927,757 24,927,757
members of the Dendocept
Group
Holder of shares and an
associate of the other
Christine He Christine He Christine He members of the Dendocept 8,664,674 8,664,674
Group
Holder of shares and an
associate of the other
Jun Liu Jun Liu Jun Liu members of the Dendocept 6,735,240 6,735,240
Group
Holder of shares and an
associate of the other
Golden Archer Golden Archer Golden Archer members of the Dendocept 264,846 264,846
Group
Holder of shares and an
associate of the other
Eagle Canyon Eagle Canyon Eagle Canyon members of the Dendocept 207,058 207,058
Group
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
Eagle Canyon Eagle Canyon is included in the ASIC Form 604 as it is an associate of Jun Liu
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
MC Mining, Dendocept, Jun Liu & Lu 1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Zhang, Christine He and Golden Archer South Africa
Pacific Goal and Eagle Canyon R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
Jun Liu 9 Camel Gateside, Dainfern 2191, Johannesburg, South Africa
Signature
print name CHRISTINE HE capacity DIRECTOR
sign here date 13/12/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,
become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
This is Annexure A of 15 pages referred to in the accompanying Form 604.
Responsible person: CHRISTINE HE
……………………………………
Christine He
(Director)
Date: 13 December 2024
30 August 2024
Market Announcements Platform
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Notice of initial substantial holder
MC Mining Limited ACN 008 905 388 (Company) encloses a copy of a Form 603
'Notice of initial substantial holder' (Form 603) which is being released to notify the
market of the Company's relevant interest in the 62,102,002 MC Mining shares (each,
a Share) that it issued to a Kinetic Crest Limited (KCL), a subsidiary of Hong Kong
Stock Exchange Main Board listed Kinetic Development Group Limited (KDG) earlier
today, 30 August 2024.
The Company's relevant interest in the above referred Shares arises by virtue of the
voluntary escrow arrangements which were entered into between the Company, KDG
and KCL as part of the broader transaction in which KDG has agreed, subject to the
satisfaction of various conditions, to acquire up to 51% of the Company's issued Share
capital further details of which are set out in the Company's ASX announcement
released on 28 August 2024.
The contents of this release (including the Form 603) have been authorised by the
directors of the Company.
For and on behalf of
MC Mining Limited
Bill Pavlovski
Company Secretary
603 page 1/2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme MC Mining Limited
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Name MC Mining Limited
ACN/ARSN (if applicable) 008 905 388
The holder became a substantial holder on 30/08/2024
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
FPO 62,102,002 62,102,002 13.04%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
MC Mining Limited See Annexures A and B 62,102,002 FPO
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant Registered holder of Person entitled to be Class and number
interest securities registered as holder (8) of securities
MC Mining Limited See Annexures A and B See Annexures A and B 62,102,002 FPO
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:
Holder of relevant Class and number
Date of acquisition Consideration (9)
interest of securities
Cash Non-cash
MC Mining Limited 30 August 2024 Nil 62,102,002 FPO
AU_Prec 5947v1 PREC
603 page 2/2 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
MC Mining Limited Level 3, 96 Elizabeth Street, Melbourne, Victoria 3000
Signature
print name Bill Pavlovski capacity
Director and Company
Secretary
sign here date 30/August/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
AU_Prec 5947v1 PREC
603 GUIDE page 1/1 13 March 2000
GUIDE This guide does not form part of the prescribed form
and is included by ASIC to assist you in completing and
lodging form 603.
Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil
Lodging Fee Nil
Other forms to be Nil
completed
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of
paper annexed to the form.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange.
(c) The person must give a copy of this notice:
(i) within 2 business days after they become aware of the information; or
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
information if:
(A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and
(B) the person becomes aware of the information during the bid period.
Annexures To make any annexure conform to the regulations, you must
1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2 show the corporation name and ACN or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7 sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
AU_Prec 5947v1 PREC
Annexure A
This is Annexure A of 1 page referred to in the accompanying Form 603.
Responsible person: BILL PAVLOVSKI
HOLDER OF RELEVANT INTEREST NATURE OF RELEVANT INTEREST CLASS AND NUMBER OF SECURITIES
MC MINING LIMITED RESTRICTIONS ON DISPOSAL OF 62,102,002 FPO
SHARES ISSUED TO KCL BY VIRTUE
OF THE PARTIES' ENTRY INTO THE
ESCROW DEED THE SUBJECT OF
ANNEXURE B TO THE ACCOMPANYING
ASIC FORM 603 GIVE MC MINING A
RELEVANT INTEREST IN ITS OWN
SHARES UNDER SECTION 608(1)(C) OF
THE CORPORATIONS ACT.
MC MINING HAS NO RIGHT TO
ACQUIRE THESE SHARES OR TO
CONTROL THE VOTING RIGHTS
ATTACHING TO THESE SHARES.
REGISTERED HOLDER DURATION OF ESCROW CLASS AND NUMBER OF SECURITIES
KINETIC CREST LIMITED, A WHOLLY SUBJECT TO THE TERMS OF THE 62,102,002 FPO
OWNED SUBSIDIARY OF KINETIC ESCROW DEED REFERRED TO
DEVELOPMENT GROUP LIMITED HEREIN, A HOLDING LOCK HAS BEEN
APPLIED TO THE 62,102,002 FPO
SHARES ISSUED BY MC MINING TO
KINETIC CREST LIMITED WHICH WILL
BE LIFTED ON THE 12 MONTH
ANNIVERSARY OF THE ISSUE DATE
FOR THOSE SHARES (WHICH WAS 30
AUGUST 2024).
……………………………………
Bill Pavlovski
(Director and Company Secretary)
Date: 30 August 2024
ANNEXURE B
This is Annexure B of 9 pages (including this page) referred to in the accompanying Form 603.
Responsible person: BILL PAVLOVSKI
……………………………………
Bill Pavlovski
(Director and Company Secretary)
Date: 30 August 2024
Annexure B
This is Annexure B of 4 pages referred to in the accompanying Form 604.
Responsible person: CHRISTINE HE
……………………………………
Christine He
(Director)
Date: 13 December 2024
604 GUIDE page 1/1 13 March 2000
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited (MC Mining)
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Goldway Capital Investment Limited (Goldway).
The previous notice given by Goldway to MC Mining on 28 June 2024 included the relevant interests in MC Mining shares
of Goldway's associates for the purposes of the below referred Takeover Offer, being Senosi Group Investment Holdings
Proprietary Limited (holder of 41.23% of Goldway's shares) (SGIH), Dendocept Proprietary Limited (holder of 6.93% of
Goldway's shares) (Dendocept), Jun Liu & Lu Zhang as trustees for the Golden Eagle Trust (joint holders of 6.50% of
Goldway's shares), Pacific Goal Investment Limited (holder of 6.11% of Goldway's shares) (Pacific Goal), Christine He
Name
(holder of 2.12% of Goldway's shares), Jun Liu (holder of 1.65% of Goldway's shares), Golden Archer Investments (Pty)
Ltd (holder of 0.06% of Goldway's shares) (Golden Archer), Shining Capital GP Limited (holder of 8.58% of Goldway's
shares) (Shining Capital), Ying He Yuan Investment (S) Pte Ltd (holder of 5.25% of Goldway's shares) (YHYI),
Longelephant International Trade Limited (holder of 3.72% of Goldway's shares) (Longelephant) and Eagle Canyon
Internation Group Holding Limited (holder of 17.85% of Goldway's shares) (Eagle Canyon) (Goldway's associates are
together referred to as the Consortium). The association between Goldway and each member of the Consortium for the
purposes of the below referred Takeover Offer ceased on or about 16 July 2024.
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on 30/08/2024
The previous notice was given to the company on 28/06/2024
The previous notice was dated 28/06/2024
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous notice Present notice
Class of securities (4)
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid Ordinary Shares 387,884,182 93.69% 187,488,174 39.38%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Class and
Person whose Consideration
Date of Nature of number of Person's votes
relevant interest given in relation
change change (6) securities affected
changed to change (7)
affected
Following the
conclusion of the
takeover (and
subsequent buy-out)
offer made by Goldway
on behalf of the
Consortium for all of
N/A (the buy-out offer 200,396,008
25 June 2024 Goldway the MC Mining shares 200,396,008
that the members of
completed on 16 July 2024) (Decrease)
the Consortium didn't
already own (Takeover
Offer), each member
of the Consortium
ceased to be an
associate of Goldway.
As registered holder
of more than 20% of
MC Mining's shares,
section 608(3) of the
Corporations Act
states that Goldway
has a relevant
interest in the shares
in which MC Mining
has a relevant
interest in.
62,102,002
30 August 2024 Goldway N/A 62,102,002
(Increase)
Accordingly, Goldway
acquired a relevant
interest in the shares
the subject of the
escrow deed
attached at Annexure
A on 30/08/2024 (i.e.
the date on which MC
Mining acquired a
relevant interest in
those same shares).
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person's votes
interest securities as holder (8) interest (6) securities
Goldway Goldway Goldway Registered holder of shares 125,386,172 125,386,172
As registered holder of
more than 20% of MC Nil (Goldway has no
Mining's shares, Goldway right to acquire or to
Goldway Kinetic Crest Limited Kinetic Crest Limited has a relevant interest in the 62,102,002 control the voting rights
shares in which MC Mining attaching to these
has a relevant interest in. shares)
See section 608(3).
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
SGIH (registered holder of 95,357,455 MC Mining shares) ceased to be an associate of
SGIH
Goldway following the conclusion of the Takeover Offer
Dendocept (registered holder of 28,265,593 MC Mining shares) ceased to be an associate of
Dendocept
Goldway following the conclusion of the Takeover Offer
Jun Liu & Lu Zhang (joint holders of 26,499,345 MC Mining shares) ceased to be an associate
Jun Liu & Lu Zhang
of Goldway following the conclusion of the Takeover Offer
Pacific Goal (registered holder of 24,927,757 MC Mining shares) ceased to be an associate of
Pacific Goal
Goldway following the conclusion of the Takeover Offer
Christine He (registered holder of 8,664,674 MC Mining shares) ceased to be an associate of
Christine He
Goldway following the conclusion of the Takeover Offer
In order to avoid the double counting of Jun Liu's relevant interest in MC Mining shares (Jun Liu
is the registered holder of 6,735,240 MC Mining shares), Jun Liu's registered holding of MC
Jun Liu Mining shares have been included in the ASIC Form 604 given to the Company by Dendocept,
on behalf of the Dendocept Group (as defined in that ASIC Form 604) instead of in this ASIC
Form 604
Golden Archer (registered holder of 264,846 MC Mining shares) ceased to be an associate of
Golden Archer
Goldway following the conclusion of the Takeover Offer
Shining Capital (registered holder of 35,000,000 MC Mining shares) ceased to be an associate
Shining Capital
of Goldway following the conclusion of the Takeover Offer
YHYI (registered holder of 21,413,462 MC Mining shares) ceased to be an associate of Goldway
YHYI
following the conclusion of the Takeover Offer
Longelephant (registered holder of 15,162,581 MC Mining shares) ceased to be an associate
Longelephant
of Goldway following the conclusion of the Takeover Offer
Eagle Canyon (registered holder of 207,058 MC Mining shares) ceased to be an associate of
Eagle Canyon
Goldway following the conclusion of the Takeover Offer
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
SGIH 6th Floor, Park Lane West, 197 Amarand Avenue, Menlyn Maine, Pretoria, South Africa, 0081
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Dendocept
South Africa
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Jun Liu & Lu Zhang
South Africa
Pacific Goal R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Christine He
South Africa
Jun Liu 9 Camel Gateside, Dainfern 2191, Johannesburg, South Africa
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Golden Archer
South Africa
Shining Capital One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
Longelephant 12F, San Toi Building, 1370139 Connaught Road Central, Hong Kong
Eagle Canyon R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
Signature
print name JUN LIU capacity DIRECTOR
sign here date 13/12/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,
become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
604 GUIDE page 1/1 13 March 2000
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited (MC Mining)
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Goldway Capital Investment Limited (Goldway).
The previous notice given by Goldway to MC Mining on 28 June 2024 included the relevant interests in MC Mining shares
of Goldway's associates for the purposes of the below referred Takeover Offer, being Senosi Group Investment Holdings
Proprietary Limited (holder of 41.23% of Goldway's shares) (SGIH), Dendocept Proprietary Limited (holder of 6.93% of
Goldway's shares) (Dendocept), Jun Liu & Lu Zhang as trustees for the Golden Eagle Trust (joint holders of 6.50% of
Goldway's shares), Pacific Goal Investment Limited (holder of 6.11% of Goldway's shares) (Pacific Goal), Christine He
Name
(holder of 2.12% of Goldway's shares), Jun Liu (holder of 1.65% of Goldway's shares), Golden Archer Investments (Pty)
Ltd (holder of 0.06% of Goldway's shares) (Golden Archer), Shining Capital GP Limited (holder of 8.58% of Goldway's
shares) (Shining Capital), Ying He Yuan Investment (S) Pte Ltd (holder of 5.25% of Goldway's shares) (YHYI),
Longelephant International Trade Limited (holder of 3.72% of Goldway's shares) (Longelephant) and Eagle Canyon
Internation Group Holding Limited (holder of 17.85% of Goldway's shares) (Eagle Canyon) (Goldway's associates are
together referred to as the Consortium). The association between Goldway and each member of the Consortium for the
purposes of the below referred Takeover Offer ceased on or about 16 July 2024.
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on 30/08/2024
The previous notice was given to the company on 28/06/2024
The previous notice was dated 28/06/2024
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous notice Present notice
Class of securities (4)
Person's votes Voting power (5) Person's votes Voting power (5)
Fully Paid Ordinary Shares 387,884,182 93.69% 187,488,174 39.38%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Class and
Person whose Consideration
Date of Nature of number of Person's votes
relevant interest given in relation
change change (6) securities affected
changed to change (7)
affected
Following the
conclusion of the
takeover (and
subsequent buy-out)
offer made by Goldway
on behalf of the
Consortium for all of
N/A (the buy-out offer 200,396,008
25 June 2024 Goldway the MC Mining shares 200,396,008
that the members of
completed on 16 July 2024) (Decrease)
the Consortium didn't
already own (Takeover
Offer), each member
of the Consortium
ceased to be an
associate of Goldway.
As registered holder
of more than 20% of
MC Mining's shares,
section 608(3) of the
Corporations Act
states that Goldway
has a relevant
interest in the shares
in which MC Mining
has a relevant
interest in.
62,102,002
30 August 2024 Goldway N/A 62,102,002
(Increase)
Accordingly, Goldway
acquired a relevant
interest in the shares
the subject of the
escrow deed
attached at Annexure
A on 30/08/2024 (i.e.
the date on which MC
Mining acquired a
relevant interest in
those same shares).
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person's votes
interest securities as holder (8) interest (6) securities
Goldway Goldway Goldway Registered holder of shares 125,386,172 125,386,172
As registered holder of
more than 20% of MC Nil (Goldway has no
Mining's shares, Goldway right to acquire or to
Goldway Kinetic Crest Limited Kinetic Crest Limited has a relevant interest in the 62,102,002 control the voting rights
shares in which MC Mining attaching to these
has a relevant interest in. shares)
See section 608(3).
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
SGIH (registered holder of 95,357,455 MC Mining shares) ceased to be an associate of
SGIH
Goldway following the conclusion of the Takeover Offer
Dendocept (registered holder of 28,265,593 MC Mining shares) ceased to be an associate of
Dendocept
Goldway following the conclusion of the Takeover Offer
Jun Liu & Lu Zhang (joint holders of 26,499,345 MC Mining shares) ceased to be an associate
Jun Liu & Lu Zhang
of Goldway following the conclusion of the Takeover Offer
Pacific Goal (registered holder of 24,927,757 MC Mining shares) ceased to be an associate of
Pacific Goal
Goldway following the conclusion of the Takeover Offer
Christine He (registered holder of 8,664,674 MC Mining shares) ceased to be an associate of
Christine He
Goldway following the conclusion of the Takeover Offer
In order to avoid the double counting of Jun Liu's relevant interest in MC Mining shares (Jun Liu
is the registered holder of 6,735,240 MC Mining shares), Jun Liu's registered holding of MC
Jun Liu Mining shares have been included in the ASIC Form 604 given to the Company by Dendocept,
on behalf of the Dendocept Group (as defined in that ASIC Form 604) instead of in this ASIC
Form 604
Golden Archer (registered holder of 264,846 MC Mining shares) ceased to be an associate of
Golden Archer
Goldway following the conclusion of the Takeover Offer
Shining Capital (registered holder of 35,000,000 MC Mining shares) ceased to be an associate
Shining Capital
of Goldway following the conclusion of the Takeover Offer
YHYI (registered holder of 21,413,462 MC Mining shares) ceased to be an associate of Goldway
YHYI
following the conclusion of the Takeover Offer
Longelephant (registered holder of 15,162,581 MC Mining shares) ceased to be an associate
Longelephant
of Goldway following the conclusion of the Takeover Offer
Eagle Canyon (registered holder of 207,058 MC Mining shares) ceased to be an associate of
Eagle Canyon
Goldway following the conclusion of the Takeover Offer
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
SGIH 6th Floor, Park Lane West, 197 Amarand Avenue, Menlyn Maine, Pretoria, South Africa, 0081
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Dendocept
South Africa
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Jun Liu & Lu Zhang
South Africa
Pacific Goal R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Christine He
South Africa
Jun Liu 9 Camel Gateside, Dainfern 2191, Johannesburg, South Africa
1st Floor, Greystone, Fourways Gold Park, 32 Roos Street, Fourways 2191, Johannesburg,
Golden Archer
South Africa
Shining Capital One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
Longelephant 12F, San Toi Building, 1370139 Connaught Road Central, Hong Kong
Eagle Canyon R16, 3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
Signature
print name JUN LIU capacity DIRECTOR
sign here date 13/12/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,
become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
This is Annexure A of 15 pages referred to in the accompanying Form 604.
Responsible person: JUN LIU
……………………………………
Jun Liu
(Director)
Date: 13 December 2024
30 August 2024
Market Announcements Platform
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Notice of initial substantial holder
MC Mining Limited ACN 008 905 388 (Company) encloses a copy of a Form 603
'Notice of initial substantial holder' (Form 603) which is being released to notify the
market of the Company's relevant interest in the 62,102,002 MC Mining shares (each,
a Share) that it issued to a Kinetic Crest Limited (KCL), a subsidiary of Hong Kong
Stock Exchange Main Board listed Kinetic Development Group Limited (KDG) earlier
today, 30 August 2024.
The Company's relevant interest in the above referred Shares arises by virtue of the
voluntary escrow arrangements which were entered into between the Company, KDG
and KCL as part of the broader transaction in which KDG has agreed, subject to the
satisfaction of various conditions, to acquire up to 51% of the Company's issued Share
capital further details of which are set out in the Company's ASX announcement
released on 28 August 2024.
The contents of this release (including the Form 603) have been authorised by the
directors of the Company.
For and on behalf of
MC Mining Limited
Bill Pavlovski
Company Secretary
603 page 1/2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme MC Mining Limited
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Name MC Mining Limited
ACN/ARSN (if applicable) 008 905 388
The holder became a substantial holder on 30/08/2024
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
FPO 62,102,002 62,102,002 13.04%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
MC Mining Limited See Annexures A and B 62,102,002 FPO
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant Registered holder of Person entitled to be Class and number
interest securities registered as holder (8) of securities
MC Mining Limited See Annexures A and B See Annexures A and B 62,102,002 FPO
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:
Holder of relevant Class and number
Date of acquisition Consideration (9)
interest of securities
Cash Non-cash
MC Mining Limited 30 August 2024 Nil 62,102,002 FPO
AU_Prec 5947v1 PREC
603 page 2/2 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
MC Mining Limited Level 3, 96 Elizabeth Street, Melbourne, Victoria 3000
Signature
print name Bill Pavlovski capacity
Director and Company
Secretary
sign here date 30/August/2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
are not paid directly to the person from whom the relevant interest was acquired.
AU_Prec 5947v1 PREC
603 GUIDE page 1/1 13 March 2000
GUIDE This guide does not form part of the prescribed form
and is included by ASIC to assist you in completing and
lodging form 603.
Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil
Lodging Fee Nil
Other forms to be Nil
completed
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of
paper annexed to the form.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange.
(c) The person must give a copy of this notice:
(i) within 2 business days after they become aware of the information; or
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
information if:
(A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and
(B) the person becomes aware of the information during the bid period.
Annexures To make any annexure conform to the regulations, you must
1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2 show the corporation name and ACN or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7 sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
AU_Prec 5947v1 PREC
Annexure A
This is Annexure A of 1 page referred to in the accompanying Form 603.
Responsible person: BILL PAVLOVSKI
HOLDER OF RELEVANT INTEREST NATURE OF RELEVANT INTEREST CLASS AND NUMBER OF SECURITIES
MC MINING LIMITED RESTRICTIONS ON DISPOSAL OF 62,102,002 FPO
SHARES ISSUED TO KCL BY VIRTUE
OF THE PARTIES' ENTRY INTO THE
ESCROW DEED THE SUBJECT OF
ANNEXURE B TO THE ACCOMPANYING
ASIC FORM 603 GIVE MC MINING A
RELEVANT INTEREST IN ITS OWN
SHARES UNDER SECTION 608(1)(C) OF
THE CORPORATIONS ACT.
MC MINING HAS NO RIGHT TO
ACQUIRE THESE SHARES OR TO
CONTROL THE VOTING RIGHTS
ATTACHING TO THESE SHARES.
REGISTERED HOLDER DURATION OF ESCROW CLASS AND NUMBER OF SECURITIES
KINETIC CREST LIMITED, A WHOLLY SUBJECT TO THE TERMS OF THE 62,102,002 FPO
OWNED SUBSIDIARY OF KINETIC ESCROW DEED REFERRED TO
DEVELOPMENT GROUP LIMITED HEREIN, A HOLDING LOCK HAS BEEN
APPLIED TO THE 62,102,002 FPO
SHARES ISSUED BY MC MINING TO
KINETIC CREST LIMITED WHICH WILL
BE LIFTED ON THE 12 MONTH
ANNIVERSARY OF THE ISSUE DATE
FOR THOSE SHARES (WHICH WAS 30
AUGUST 2024).
……………………………………
Bill Pavlovski
(Director and Company Secretary)
Date: 30 August 2024
ANNEXURE B
This is Annexure B of 9 pages (including this page) referred to in the accompanying Form 603.
Responsible person: BILL PAVLOVSKI
……………………………………
Bill Pavlovski
(Director and Company Secretary)
Date: 30 August 2024
Date: 13-12-2024 07:05:00
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