MASTER DRILLING GROUP LIMITED - Voluntary Announcement: Acquisition of Additional Shareholding in the A&R Group of Companies

Voluntary Announcement: Acquisition of Additional Shareholding in the A&R Group of Companies

Master Drilling Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI
ISIN: ZAE000171948
("Master Drilling" or the "Group")


VOLUNTARY ANNOUNCEMENT: ACQUISITION OF ADDITIONAL SHAREHOLDING IN THE A&R GROUP OF COMPANIES

Further to the announcements released on 30 July 2021 and 29 August 2022, wherein
shareholders were advised that Master Drilling had acquired an initial 25% equity interest in
the A&R Group of Companies ("A&R") and had subsequently exercised its call option to
increase its shareholding to just over 51%, the Board of Directors of Master Drilling is pleased
to advise shareholders that the Group has now concluded the acquisition of a further
approximately 15% equity interest in A&R.

This follows the retirement of certain key employees in A&R, effective 1 May 2025, and results
in Master Drilling's total shareholding increasing to approximately 66%.


1. Nature of the Transaction

This further acquisition is pursuant to the Group exercising its rights under previously
concluded agreements, enabling it to acquire an additional 15% of the issued shares in A&R
Engineering and related companies.

This acquisition brings the Group's total equity interest in A&R to approximately 66%, thereby
enhancing its strategic and operational influence in the business.


2. Transaction Consideration and Terms

The purchase consideration for the additional shareholding is approximately ZAR50,3 million,
to be settled in 60 equal monthly instalments, bearing interest at prime less 2%, up to a
maximum total purchase consideration (including interest) capped at R119 million.

The acquisition is being financed through internal resources and staged payments over the
term, thereby ensuring minimal impact on the Group's immediate cash flow while preserving
capital allocation discipline.


3. Strategic Rationale

The increased stake supports Master Drilling's strategic intent to deepen its investment in
technology-enabled mining solutions and reinforces its commitment to A&R's long-term
growth. Key benefits include:

   -   Increased influence over innovation and technical development;

   -   Continued alignment of A&R's operations with Master Drilling's integrated service
       model; and

   -   Strengthened capacity to deliver enhanced mine safety and automation outcomes.


4. Regulatory Disclosure

This announcement is made on a voluntary basis as the transaction does not meet the
thresholds for categorisation in terms of Section 9 of the JSE Listings Requirements.

However, in line with Master Drilling's commitment to transparency and good corporate
governance, the Board has resolved to inform shareholders and stakeholders of this material
development.

All necessary internal approvals have been obtained, and appropriate governance processes
have been followed in concluding this transaction


5. Effective Date

The acquisition of the additional shares became effective on 1 May 2025, being the date upon
which the conditions precedent were met and the transfer of shares was recorded, following
the retirement of certain legacy shareholders.


6. Statement by Management

"This further acquisition marks an important step in our ongoing journey to support A&R's
operational and technical vision, while delivering long-term value to our shareholders. We
believe the enhanced stake will foster deeper collaboration and technological integration
across the Group."

— Danie Pretorius, CEO of Master Drilling Group Limited


7. Responsibility Statement

The Board of Directors of Master Drilling Group Limited accepts responsibility for the
information contained in this announcement and confirms that, to the best of its knowledge
and belief, the information is accurate and not misleading.


Fochville
20 June 2025

Sponsor: Investec Bank Limited

Date: 20-06-2025 03:55:00
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