MANTENGU MINING LIMITED - Voluntary Announcement: Drawdown from R500 million Share Facility

Voluntary Announcement: 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")


VOLUNTARY ANNOUNCEMENT: DRAWDOWN FROM R500 MILLION SHARE FACILITY


Shareholders are referred to the Circular distributed to Mantengu Shareholders on 21 December 2023
relating to the Proposed Transaction encompassing the Specific Issues of Shares and Warrants by the
Company pursuant to the R500 million Facility to be made available to Mantengu by the Investor, GEM
Global Yield LLC SCS, and using the terms defined in the Circular, unless otherwise stated, are hereby
advised that Mantengu intends to commence drawing down from the Facility in due course.

Accordingly, as set out in the Circular:

o   By no later than five Trading Days prior to the delivery of a Subscription Notice, the Share Providers will
    receive an Intention Notification from the Company specifying the proposed Draw Down Amount and
    Notice Date.

o   Mantengu will be entitled to deliver a Subscription Notice to the Investor to subscribe for Consideration
    Shares, and, if such Subscription Notice is issued, will provide a copy thereof to the Share Providers.

o   Each Subscription Notice will specify the Floor Price, being the price below which the Company does not
    wish to issue the Consideration Shares, and the Draw Down Amount, being the aggregate number of
    Consideration Shares that the Company wishes the Investor to subscribe for.

o   The Investor will:

    •   be obliged, with respect to the Subscription Notice and the Pricing Period, to subscribe for such
        number of Consideration Shares which is at least 50% of the Pricing Period Obligation; and

    •   be entitled, at its sole discretion, to elect to subscribe for up to 200% of the Pricing Period Obligation,

    provided that the Investor will not be obliged to subscribe for a percentage of the Pricing Period
    Obligation which has an aggregate Subscription Price of all Consideration Shares issued pursuant to all
    prior Closing Notices, exceeding R500 million, or where the Investor would be required to make a
    mandatory offer to Shareholders in accordance with section 123 of the Companies Act.

o   The Subscription Price will be 90% of the average Closing Bid Prices during a Pricing Period, excluding
    any Knockout Day.

o   On the first Trading Date following each Pricing Period, the Investor will deliver a Closing Notice to the
    Company stating the exact number of Consideration Shares for which it wishes to subscribe and the
    applicable Subscription Price, subject to a maximum aggregate amount of R500 million in respect of all
    prior Closing Notices.

o   The Issue Amount, being the number of Consideration Shares to be subscribed for by the Investor on a
    Closing Date, cannot be less than 50% of the Pricing Period Obligation.


Johannesburg
18 April 2024

Designated Adviser
Merchantec Capital

Date: 18-04-2024 04:36:00
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