Wrap Text
MC Mining Confirms Second Closing
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
ANNOUNCEMENT
3 March 2025
MCM CONFIRMS SECOND CLOSING
MC Mining Limited (MC Mining or the Company) draws the attention of shareholders and stakeholders
to the Company's announcement of 28 August 2024 (the Announcement) relating to the share
subscription agreement (Share Subscription Agreement) entered into with KDG and the subsequent
announcement of 23 January 2025 (collectively, the Announcements) confirming the fulfilment of the
key condition to the Second Close, as defined in the Share Subscription Agreement, being that MC
Mining's shareholders passed a resolution approving the Second Closing by the majorities required
under the Australian Corporations Act 2001 (the Corporations Act). The Company is pleased to further
confirm that it received the Merger Clearance Certificate of the South African Competition
Commission on 13 December 2024 approving the proposed transaction with conditions in accordance
with section 14(1)(b) of the South African Competition Act [Number 89 of 1998]. MC Mining and KDG
entered into the Share Subscription Agreement on 26 August 2024. The First Closing under the Share
Subscription Agreement occurred on 30 August 2024, at which point, an initial payment and
subscription for shares occurred resulting in KDG's nominee company holding an effective 13.04% of
the issued share capital of MC Mining.
The Board of MC Mining confirms that, in consideration of the funding requirements of the Makhado
Project, KDG and the Company have entered an amendment agreement to the Share Subscription
Agreement (the Amendment to the Share Subscription Agreement) on 28 February 2025 (the
Amendment Date) the purpose of which will be to extend the period of time for implementation of
the Second Close subscriptions and payment of the purchase price (the Purchase Price), in aggregate
an amount of US$77,029,412, in 9 instalments (Instalments) that match the profile for the use of
proceeds in respect of MC Mining's business plan. In all material respects, the remainder of the terms
and conditions of the Share Subscription Agreement as previously announced will remain in effect
without amendment. The salient terms of the Amendment to the Share Subscription Agreement are
as follows:
Date: 28 February 2025
Parties: KDG and the Company
Sale and Issue of Shares at the Second Closings For a total purchase price of US$77,029,412 (the
"Second Closing Purchase Price"), the KDG
agrees to subscribe for and purchase, and the
Company agrees to issue and sell to the KDG,
certain number of ordinary Shares (the "Second
Closing Shares") in instalments at the Second
Closings (as defined below), to ensure that the
KDG (including any KDG designee) will hold
51.00% of the ordinary Shares of the Company
on a fully diluted basis upon completion of the
Final Second Closing (as defined below),
regardless of how many shares the Company has
issued prior to the Final Second Closing). The
price per share for the Second Closings (the
"Second Closing Per Share Price") shall be
determined by dividing the Second Closing
Purchase Price by the number of Second Closing
Shares. As at the Amendment Date, the
Company has 476,115,351 fully paid Ordinary
Shares in issue, among which, 62,102,002
Ordinary Shares are held by a KDG designee.
Assuming there will be no other change to the
share capital of the Company from the
Amendment Date to the Final Second Closing,
the number of Second Closing Shares shall be
368,809,851 Ordinary Shares and the Second
Closing Per Share Price is approximately
US$0.2089.
Second Closings The issuance and sale of the Instalment Second
Closing Shares (each a "Second Closing",
collectively the "Second Closings", and together
with the First Closing, the "Closings", and each,
a "Closing") shall be completed within five(5)
Business Days after KDG's corresponding
payment for each instalment payment period of
the Second Closings, in accordance with the
Amendment to the Share Subscription
Agreement. The final instalment of the Second
Closings is referred to as the "Final Second
Closing".
The Parties agree that the Second Closing
Purchase Price, and each tranche of it (i.e., each
Instalment Second Closing Purchase Price), shall
be used to develop, exploit and operate the
Company's coal business and be paid by KDG to
the Company's designated bank account, , or
any Subsidiary of the Company or any third party
agreed upon by both Parties, in the amounts set
forth below, unless otherwise agreed by the
Parties in writing. The Company may direct KDG
to apply all or part of any Instalment Second
Closing Purchase Price to purchase equipment
or other assets that are needed for the
Company's coal business for or on behalf of the
Company or any of its subsidiaries. To the extent
any payment to any third party made by KDG or
its affiliates is made in a currency other than U.S.
dollar, the U.S. dollar equivalent amount for
such payment shall be calculated based on the
middle price of RMB:USD exchange rate
published by the People's Bank of China on such
payment date, or such other relevant foreign
exchange rate published by Thomson Reuters on
the "currencies" page of the Reuters website as
at around 11:00 am (Beijing time) on the
payment date, as applicable, and such payment
date shall be deemed to be the date the
corresponding Instalment Second Closing
Purchase Price has been made to the Company.
Number of
Instalment
Second Closing
Instalment Second Shares and
Second Closings Payment Period Closing Purchase cumulative
Price (in US$) shareholding (%)
of the
Investor/KDG
Designee
Before January 31, 2025
47,879,095
first Second Closing (received in full by MC USD 10 million
(20.99%)
Mining)
From February 1, 2025 47,879,095
second Second Closing USD 10 million
to February 28, 2025 (27.60%)
Number of
Instalment
Second Closing
Instalment Second Shares and
Second Closings Payment Period Closing Purchase cumulative
Price (in US$) shareholding (%)
of the
Investor/KDG
Designee
From March 1, 2025 to 23,939,547
third Second Closing USD 5 million
March 31, 2025 (30.51%)
From April 1, 2025 to 47,879,095
fourth Second Closing USD 10 million
May 31, 2025 (35.68%)
From June 1, 2025 to 47,879,095
fifth Second Closing USD 10 million
July 31, 2025 (40.13%)
From August 1, 2025 to 47,879,095
sixth Second Closing USD 10 million
August 31, 2025 (44.01%)
From September 1, 2025 47,879,095
seventh Second Closing USD 10 million
to October 31, 2025 (47.42%)
From November 1, 2025 28,727,457
eighth Second Closing USD 6 million
to January 31, 2026 (49.27%)
From February 1, 2026 USD 6.029412 28,868,277
Final Second Closing
to February 28, 2026 million (51.00%)
Appointment of The condition precedent that MC Mining shall have taken all necessary
directors at the corporate action such that immediately on the Second Closing its board of
Second Closing: directors shall have the additional directors designated by KDG as members of
the board, and removal of directors as required by KDG from being members
of the board of MC Mining with effect as of the Second Closing, such that KDG
will appoint a majority of the nominee directors of the board of directors, shall
be deleted and replaced by the following schedule:
(a) Where the board of MC Mining consists of 7 seats, the shareholding
percentage of KDG (including any designee) and the corresponding
number of directors that KDG and/or its designee is entitled to nominate
to the board of MC Mining is as follows:
Shareholding percentage of KDG (including
Number of directors
its designee)
shareholding percentage < 25.50% 1
25.50% shareholding percentage <
2
38.25%
38.25% shareholding percentage <
3
51.00%
shareholding percentage 51.00% 4
(b) Where the board of MC Mining consists of 8 or 9 seats, the shareholding
percentage of KDG (including its designee) and the corresponding number
of directors that KDG and/or its designee is entitled to nominate to the
board of MC Mining is as follows:
Shareholding percentage of KDG
Number of directors
(including its designee)
shareholding percentage < 20.40% 1
20.40% shareholding percentage <
2
30.60%
30.60% shareholding percentage <
3
40.80%
40.80% shareholding percentage <
4
51.00%
shareholding percentage 51.00% 5
(c) As long as KDG (including its designee) will hold at least 51.00% of MC
Mining's issued share capital upon completion of the Final Second Closing,
it shall have the right to appoint a majority of MC Mining's directors.
This announcement has been approved by the Company's Board of Directors.
For more information contact:
Bill Pavlovski Company Vision Corporate bill.pavlovski@mcmining.co.
Secretary (Pty) Ltd za
Company advisers:
Australian Legal K&L Gates +61 2 9513 2510
Advisor
Financial PR R&A Strategic +27 11 880 3924
(South Africa) Communications
JSE Sponsor BSM Sponsors + 27 11 038 4150
Proprietary Limited
About MC Mining Limited:
MC Mining is an ASX/JSE-listed coal exploration, development and mining company operating in South
Africa. MC Mining's key projects include the Uitkomst Colliery (metallurgical and thermal coal),
Makhado Project (hard coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater
Soutpansberg Projects (coking and thermal coal).
Date: 03-03-2025 09:01:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
