MANTENGU MINING LIMITED - General Issue of Shares and Notification in terms of Section 45(5) of the Companies Act

General Issue of Shares and Notification in terms of Section 45(5) of the Companies Act

MANTENGU MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1987/004821/06)
Share code: MTU  ISIN: ZAE000320347
("Mantengu" or "the Company")

GENERAL ISSUE OF SHARES AND NOTIFICATION IN TERMS OF SECTION 45(5) OF THE
COMPANIES ACT


The board of directors of Mantengu ("the Board") hereby advises shareholders that certain parties to whom
the Company's wholly owned subsidiary, Langpan Mining Co Proprietary ("Langpan"), is currently indebted
("Creditors") in an aggregate amount of R23 380 130.15 ("Creditor Balance"), have agreed to convert their
debt claims against Langpan into equity in Mantengu in the amounts set opposite their names in the table
below.

Creditor                                                                          Debt                  Shares
                                                                          
Asure Investments Proprietary Limited ("Asure")1                        R17 200 000.00              20 476 191

4Sight OT Automation Proprietary Limited ("4Sight")2                    R3 180 130.15                3 697 826

Rustgold Transport Proprietary Limited ("Rustgold")2                     R3 000 000.00               3 488 373

Total                                                                   R23 380 130.15              27 662 390

1
 Issued at a price (conversion rate) of R0.84 debt per one Mantengu ordinary share ("Share"), representing a
3% discount to the 30-day volume weighted average price ("VWAP") prior to the date on which settlement was
agreed, namely 1 October 2024.

2
 Issued at a price (conversion rate) of R0.86 per one Share, representing a 2% premium to the 30-day VWAP
prior to the date on which settlement was agreed, namely 20 September 2024.

Pursuant to the application to the JSE Limited ("JSE") for the listing of the Shares, and in accordance with
paragraph 11.22 of the JSE Listings Requirements, shareholders are further advised that on 10 October 2024,
a total of 27 662 390 Shares were issued to the Creditors, who are deemed to be public shareholders,
representing 14.44% of the issued share capital of the Company.

The Shares have been issued in accordance with paragraph 5.52 of the Listings Requirements in terms of the
Company's general authority to issue shares for cash, obtained at its annual general meeting held on
15 August 2024 ("AGM"), at which the requisite majority of shareholders approved, inter alia, ordinary
resolution number 4 authorising Mantengu's directors to issue up to 30% of the Company's issued share capital
(being up to 50 677 018 Shares) for cash. From the date of the approval of the general authority, a cumulative
14.44% of the issued share capital of the Company has been issued.

The Shares rank pari passu with existing listed Shares. Following their issue, the total issued and listed share
capital of Mantengu has increased to 219 212 326 Shares.

SECTION 45(5) NOTIFICATION

Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act, 2008 (Act 71
of 2008), as amended ("Companies Act"), and pursuant to the special resolution passed at the Company's
AGM authorising the Board to provide direct or indirect financial assistance to related or inter-related
companies, the Board has adopted a resolution authorising the Company to provide financial assistance as
contemplated in section 45(2) of the Act.

The resolution adopted by the Board relates to financial assistance by way of loans, guarantees, the provision
of security or otherwise ("Financial Assistance") given by Mantengu, in respect of the obligations of current
subsidiaries and other related or inter-related entities, the total value of which, together with any previous
resolutions to provide Financial Assistance during the current financial year, exceeds one-tenth of 1% of the
Company's net worth at the time the board resolutions were passed.
The Board is satisfied and acknowledges that:

1. immediately after providing the Financial Assistance, the Company would satisfy the solvency and
   liquidity test as contemplated in section 4 of the Companies Act;

2. there has been due compliance with the Company's memorandum of incorporation; and

3. the terms of the Financial Assistance are fair and reasonable to the Company.


Johannesburg
11 October 2024

Designated Adviser
Merchantec Capital

Date: 11-10-2024 05:00:00
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