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Meerust Chrome Proprietary Limited Acquisition of Mining Right
MANTENGU MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")
MEERUST CHROME PROPRIETARY LIMITED ACQUISITION OF MINING RIGHT
1. Introduction
Shareholders are referred to the announcements released on SENS on:
1.1 13 May 2024 wherein it was advised, inter alia, that:
1.1.1 the Company had entered into a sale of shares agreement dated 10 May 2024 with Birca
Investments Proprietary Limited and SA Metals and Fossils Proprietary Limited for the
acquisition of the entire issued share capital of Birca Copper and Metals Proprietary Limited
("BCM") for the consideration of R29,887,000 subject to the fulfillment of certain conditions;
1.1.2 prior to the Signature Date, New Venture Mining Investment Holdings Proprietary Limited
("NVMIH") and BCM had entered into:
1.1.2.1 an agreement bearing the title "Transfer of Mining Right Agreement" in terms of
which NVMIH would sell and transfer to BCM the Mining Right on the terms and
subject to the conditions therein contained ("Transfer of Mining Right
Agreement"); and
1.1.2.2 an agreement in terms of which BCM would be entitled to mine in the Mining Area
pending transfer of the Mining Right to BCM under the Transfer of Mining Right
Agreement ("Contractorship Agreement");
1.2 2 August 2024 wherein it was advised, inter alia, that NVMIH had cancelled the Transfer of Mining
Right Agreement and the Contractorship Agreement with BCM.
2. Acquisition of Mining Right
2.1 Introduction
2.1.1 The Board is pleased to advise shareholders that Meerust Chrome Proprietary Limited
("Meerust Chrome"), a wholly owned subsidiary of Mantengu, entered into a transfer of
mining right agreement dated 6 August 2024 ("Signature Date") with NVMIH ("Seller of the
Mining Right"), being the registered and 100% beneficial owner of the Mining Right on the
Mining Right Signature Date, for the acquisition of the Mining Right ("NVMIH Mining Right
Agreement") for the consideration detailed in paragraph 2.4 below, subject to the fulfilment
of the Conditions set out in paragraph 2.3 below ("NVMIH Mining Right Acquisition"). The
Seller of the Mining Right is not a related party to Mantengu.
NVMIH is wholly owned by Thayang Godfrey Mocwane.
2.1.2 Contemporaneously with the NVMIH Mining Right Agreement, Meerust has entered into a
sale and contractorship agreement dated 6 August 2024 with NVMIH in terms of which
Meerust is entitled to mine and process chrome ore ("Sale and Contractorship
Agreement") until the successful transfer of the Mining Right from NVMIH to Meerust as
detailed in paragraph 2.3.1.2 below.
2.2 Rationale
Given the cancellation of the Transfer of Mining Right Agreement by NVMIH as referred to in
paragraph 1.2 and in order to protect Mantengu's historical investment into BCM, the board of
Meerust Chrome entered into negotiations with NVMIH to secure the Mining Right.
2.3 Conditions
2.3.1 The NVMIH Mining Right Agreement (save for the Surviving Provisions as referred to
therein, which shall be of immediate force and effect), is subject to the fulfilment or waiver
of the conditions set out in paragraphs 2.3.1.1 and 2.3.1.2 below:
2.3.1.1 Conditions precedent
On or before 10 business days after the NVMIH Mining Right Agreement Signature
Date, the boards of directors of each of the Meerust and NVMIH ("Parties") (i)
approving the terms and conditions of the transfer of the Mining Right contemplated
in the NVMIH Agreements; (ii) confirming and ratifying the authority of the individual
signatories to the NVMIH Agreements; and (iii) confirming that each of the Parties
are bound by the terms and conditions of the NVMIH Agreements.
2.3.1.2 Conditions subsequent
By no later than 18 months after the NVMIH Mining Agreement Signature Date
("Longstop Date"), the receipt of all regulatory approvals, to the extent required,
including but not limited to the written consent of the Minister of Mineral Resources
and Energy in terms of Section 11 of the Mineral and Petroleum Resources
Development Act, 28 of 2002 ("Section 11 Consent").
2.3.2 Each Party shall use its reasonable endeavours to procure the fulfilment or, where
applicable, waiver of the aforementioned Conditions.
2.3.3 The Parties may agree in writing to the extension of the date of fulfilment of the Conditions.
2.4 Consideration
2.4.1 The cash consideration for the transfer of the Mining Right is R7,000,000.
2.4.2 The cash consideration of R7,000,000 will be paid as follows:
2.4.2.1 a deposit of R3,500,000 ("Deposit") was paid to NVMIH on the Signature Date; and
2.4.2.2 R3,500,000, upon receipt of the Section 11 Consent or, in the event that the Section
11 Consent is not received by the Longstop Date, or such extended date as agreed
to in writing by the Parties.
2.4.3 R10,300,000 in respect of the Sale and Contractorship Agreement will be paid to NVMIH in
six equal instalments beginning September 2024.
2.5 Effective Date
The Effective Date of the NVMIH Mining Right Acquisition is the date upon which the Conditions
have been fulfilled, or waived, as the case may be.
2.6 Financial information
Due to the nature of the transaction, being the acquisition of the Mining Right, there is no historical
information relating to the financial position and performance.
2.7 Warranties
The NVMIH Mining Right Agreement contains warranties that are customary for a transaction of this
nature.
3. Categorisation of the NVMIH Mining Right Acquisition
Due to its relative size, the NVMIH Mining Right Acquisition falls below the threshold of a categorised
transaction in terms of the Listings Requirements of the JSE and its announcement is therefore voluntary.
Johannesburg
8 August 2024
Designated Adviser
Merchantec Capital
Date: 08-08-2024 04:09:00
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