Wrap Text
Drawdown from R500 million Share Facility
MANTENGU MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")
DRAWDOWN FROM R500 MILLION SHARE FACILITY
Shareholders are referred to the announcements released on SENS (and using the terms defined therein,
unless otherwise stated) on:
- 18 April 2024 wherein Mantengu advised that it intended to commence drawing down from the
R500 million Facility made available to the Company by the Investor, GEM Global Yield LLC SCS; and
- 1 August 2024, wherein the Company advised, inter alia, that:
o the Share Providers, being Disruption Capital Proprietary Limited ("Disruption Capital"), a wholly
owned company of the MJ Miller Family Trust, which is an associate of Mike Miller, a director of the
Company, and the Alistair Collins Family Trust ("Trust"), which is an associate of Alistair Collins, a
prescribed officer (formerly a director) of the Company and a beneficiary of the Trust, transferred
13 697 011 and 10 302 989 Shares, respectively (being an aggregate of 24 000 000 Shares) at a
deemed price of R0.71 cents per Share to the Investor against an undertaking from Mantengu to
make such Share Providers whole after the relevant closing date by Mantengu effectively issuing the
Consideration Shares to such Share Providers to whom the Investor assigned its rights to be issued
such Shares to make the Share Provider whole again; and
o that the balance of the Shares retained by the Investor to be utilised for subsequent Subscription
Notices amounted to 9 114 003 Shares.
Shareholders are hereby advised that:
- subsequent to the announcement released on SENS on 1 August 2024, the Share Providers elected to
leave 11 600 000 Shares with the Investor, which meant that a balance of 20 714 003 Shares remained
with the Investor for draw downs subsequent to the second draw down.
- on 22 July 2024, 13 August 2024, 3 September 2024, 25 September 2024 and 16 October 2024, being
the respective commencements of the Pricing Periods relating to the third, fourth, fifth, sixth, and seventh
draw downs, Mantengu delivered conforming Subscription Notices to the Investor to subscribe for the
Consideration Shares and provided copies thereof to the Share Providers in accordance with the terms
of the Share Subscription Facility Agreement;
- on the last Trading Dates at the end of each of the third, fourth, fifth, sixth and seventh Pricing Periods,
9 August 2024, 2 September 2024, 23 September 2024, 15 October 2024, and 5 November 2024, the
Investor delivered Closing Notices to the Company confirming the Issue Amounts for which it wished to
subscribe.
- following the aforementioned draw downs from the Facility, on 27 November 2024, Mantengu applied to
the JSE Limited for the listing of an additional 15 933 813 Shares, which Shares were issued on
29 November 2024, in the respective proportions, to:
o Disruption Capital in the amount of 9 093 567 Shares at a deemed price of R0.79 per Share; and
o the Trust in the amount of 6 840 246 Shares at a deemed price of R0.79 per Share,
pursuant to the aforementioned undertaking by Mantengu to make such Share Providers whole after the
relevant closing date by issuing the Consideration Shares to the Share Providers to whom the Investor
assigned its rights to be issued such Shares to make the Share Providers whole again.
- 4 784 654 Shares remain with the Investor subsequent to the seventh draw down.
- on 14 November 2024, being the commencement of the Pricing Period relating to the eighth draw down,
Mantengu delivered a conforming Subscription Notice to the Investor to subscribe for 4 784 654
Consideration Shares and provided a copy thereof to the Share Providers in accordance with the terms
of the Share Subscription Facility Agreement.
Johannesburg
5 December 2024
Designated Adviser
Merchantec Capital
Date: 05-12-2024 01:10:00
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