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Notice of change of interests of substantial holder
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
Goldway Capital Investment Limited
(Incorporated in Hong Kong)
CR No. 3294426
Off-market takeover offer for all of the
ordinary shares in:
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000MCM9
JSE share code: MCZASX/AIM code: MCM
4 March 2024
Notice of change of interests of substantial holder
Pursuant to section 671B of the Corporations Act 2001 (Cth), we attach ASIC Form 604
(Notice of change in interests of substantial holder).
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Name Goldway Capital Investment Limited CR NO. 3294426 (Goldway),
Senosi Group Investment Holdings Proprietary Limited (c. 41.23%
shareholder in Goldway),
Dendocept Proprietary Limited (c. 6.93% shareholder in Goldway), Jun
Liu and Huan Qu as joint trustees for the Golden Eagle Trust (c.
6.50% shareholder in Goldway); Pacific Goal Investment Limited (c.
6.11% shareholder in Goldway); Yi He (c. 2.12% shareholder in
Goldway), Jun Liu (c. 1.65% shareholder in Goldway), Golden Archer
Investments (Pty) Ltd (c. 0.06% shareholder in Goldway), Shining
Capital GP Limited (c. 8.58% shareholder in Goldway), Ying He Yuan
Investment (S) Pte Ltd (c. 5.25% shareholder in Goldway),
Longelephant International Trade Limited (c. 3.72% shareholder in
Goldway) and Eagle Canyon International Group Holding (Hong Kong)
Limited (c. 17.85% shareholder in Goldway) (together the
Consortium)
ACN/ARSN (if applicable) N/A
There was a change in the interests of the substantial 01/03/2024
holder on
The previous notice was given to the company on 18/12/2023
The previous notice was dated 18/12/2023
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 when last required, and when now required, to give a substantial holding notice to
the company or scheme, are as follows:
Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary 262,290,952 64.30% 267,610,271 *65.61%
shares (MCM Shares)
* Based on current issued capital of 407,890,744 MCM Shares on issue as at
29/02/2024.
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 the 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:
Consideration given Class and Person's votes
Person whose
Nature of in relation to change number of affected
Date of change relevant interest has
change (6) (7) securities
changed
affected
Takeover Acquisition of $0.16 per MCM Share 5,319,319 MCM 5,319,319
Consortium and
acceptances - relevant interests and see Annexure B Shares
Goldway
various dates as a result of
acceptances of
See Annexure B offers made under
the Consortium's
off-market
takeover bid (as
set out in the
bidder's statement
dated 2 February
2024 and the first
supplementary
bidder's statement
dated 15
February 2024)
(the Offer)
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 holder of Person entitled Nature of relevant Class and Person's votes
relevant securities to be registered interest (6) number of
interest as holder (8) securities
The Each Consortium Each Consortium Pursuant to section 262,290,952 262,290,952
Consortium Member listed in the Member listed in 608(1)(a) of the MCM Shares
Members 'Consortium member' the 'Consortium Corporations Act 2001
listed in the column of the table in member' column (Cth) (Corporations Act)
'Consortium Annexure A, for the of the table in as the registered holder of
member' amount of shares Annexure A, for the shares
column of the listed for that the amount of Purusant to section
table in Consortium Member shares listed for 608(1)(b) and (c) of the
Annexure A in the 'Shareholding that Consortium Corporations Act
Goldway in MCM' column of Member in the (Corporations Act) in
the same table 'Shareholding in respect of the MCM
MCM' column of shares held by each other
the same table Consortium Member as a
result of the Consortium
members' entry into the
Joint Bid Deed dated 18
December 2023.
Consortium Various MC Mining Goldway The relevant interest in
Goldway shareholders who these MCM Shares was
have accepted the acquired as a result of MC 5,319,319 MCM
5,319,319
Offer between 16 Mining shareholders Shares
February 2024 and 1 accepting the offer.
March 2024
5. Changes in associates
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 shareholder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
6. Addresses
The address of persons named in this form are as follows:
Name Address
The Consortium members listed in the The addresses listed in the 'Registered address and contact details' column of the
'Consortium members' column of the table in Annexure A
table in Annexure A
Goldway R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
Signature
print name Jun Liu capacity Director
sign here date 4 March 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 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 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.
(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 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.
(8) If the substantial holder is unable to determine the identity of the person (e.g. 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
MC MINING LTD ACN 008 905 388
THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN
INTERESTS OF SUBSTANTIAL HOLDER
SIGNATURE OF JUN LIU
4 March 2024
DATE
Consortium member Country of Registered address and contact details Shareholding in Voting Power
incorporation MCM in MCM
Senosi Group South Africa Address: 4th Floor, Park Lane West, 197 Amarand Avenue, 95,357,455 23.38%
Investment Holdings Menlyn Maine, Pretoria, South Africa, 0081
Proprietary Limited
Dendocept Proprietary South Africa Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 28,265,593 6.93%
Limited Street, Fourways 2191, Johannesburg, South Africa
Jun Liu and Huan Qu N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 26,499,345 6.50%
as joint trustees for the Street, Fourways 2191, Johannesburg, South Africa
Golden Eagle Trust
Pacific Goal Hong Kong Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, 24,927,757 6.11%
Investment Limited Hong Kong
Yi He N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 8,664,674 2.12%
Street, Fourways 2191, Johannesburg, South Africa
Jun Liu N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 6,735,240 1.65%
Street, Fourways 2191, Johannesburg, South Africa
Golden Archer South Africa Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 264,845 0.06%
Investment (Pty) Ltd Street, Fourways 2191, Johannesburg, South Africa
Shining Capital GP Hong Kong Address: One Nexus Way, Camana Bay, Grand Cayman, KY1- 35,000,000 8.58%
Limited 9005, Cayman Islands
Ying He Yuan Singapore Address: 24 Ean Kiam Place, Singapore, 4299115 21,413,462 5.25%
Investment (S) Pte Ltd
Longelephant Hong Kong Address: 12F, San Toi Building, 137-139 Connaught Road 15,162,581 3.72%
International Trade Central, Hong Kong
Limited
Eagle Canyon Hong Kong Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Nil Nil
International Group Hong Kong
Holding (Hong Kong)
Limited
TOTAL 262,290,952 64.30%
ANNEXURE B
MC MINING LTD ACN 008 905 388
THIS IS ANNEXURE B OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN
INTERESTS OF SUBSTANTIAL HOLDER
SIGNATURE OF JUN LIU
4 March 2024
DATE
Date of change Number of MCM Consideration (per MCM Share) Consideration (total)
Shares
16 February 2024 3,750 $0.16 $600.00
20 February 2024 16,000 $0.16 $2,560.00
22 February 2024 100 $0.16 $16.00
23 February 2024 2,588,047 $0.16 $414,087.52
26 February 2024 780,449 $0.16 $124,871.84
27 February 2024 9,940 $0.16 $1,590.40
28 February 2024 279,619 $0.16 $44,739.04
29 February 2024 1,401 $0.16 $224.16
1 March 2024 1,640,013 $0.16 $262,402.08
TOTAL 5,319,319 N/A $851,091.04
Date: 04-03-2024 07:05:00
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