MANTENGU MINING LIMITED - Drawdown from R500 million Share Facility

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.

-   5 December 2024, wherein the Company advised, inter alia, that:

    o   Mantengu delivered conforming Subscription Notices relating to the third, fourth, fifth, sixth, and
        seventh draw downs 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. 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.

    o   The balance of Shares retained by the Investor to be utilised for subsequent Subscription Notices
        amounted to 4 784 654 Shares.

Shareholders are hereby advised that:

-   on the last Trading Date at the end of eighth Pricing Period the Investor delivered Closing Notice to the
    Company confirming the Issue Amount for which it wished to subscribe.

-   following the aforementioned draw down from the Facility, on 11 December 2024, Mantengu applied to
    the JSE Limited for the listing of an additional 4 780 190 Shares, which Shares were issued on
    13 December 2024, in the respective proportions, to:
    o   Disruption Capital in the amount of 2 728 096 Shares at a deemed price of R0.83 per Share; and
    o   the Trust in the amount of 2 052 094 Shares at a deemed price of R0.83 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.


Johannesburg
19 December 2024

Designated Adviser
Merchantec Capital

Date: 19-12-2024 03:10:00
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