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SNU - Sentula Mining Limited - Posting of the circular to shareholders in respect of the proposed transaction between Sentula and Shanduka Resources (Proprietary) Limited Sentula Mining Limited (Incorporated in the Republic of South Africa) (Registration number 1992/001973/06) Share code: SNU ISIN: ZAE000107223 ("Sentula") POSTING OF THE CIRCULAR TO SHAREHOLDERS IN RESPECT OF THE PROPOSED TRANSACTION BETWEEN SENTULA AND SHANDUKA RESOURCES (PROPRIETARY) LIMITED ("SHANDUKA RESOURCES") 1 INTRODUCTION Further to the detailed terms announcement released on the Securities Exchange News Service of the JSE Limited ("JSE") on 21 April 2011 and published in the South African press on 26 April 2011 (the "Announcement") relating to the issue by Sentula of ordinary shares to Shanduka Resources (collectively hereinafter referred to as "the Parties") in exchange for Shanduka Resources` entire shareholding in Shanduka Coal (Proprietary) Limited and Shanduka Coal Investments (Proprietary) Limited (the "Proposed Transaction"), shareholders of Sentula ("Sentula Shareholders")are hereby advised of the expected timing with respect to the posting of the circular (the "Circular") in respect of the Proposed Transaction. 2 APPLICATION FOR DISPENSATION IN RESPECT OF THE DATE BY WHICH THE CIRCULAR IS TO BE DISPATCHED TO SHAREHOLDERS The Proposed Transaction constitutes a reverse take-over in terms of section 9.5(c) of the JSE Listings Requirements ("Listings Requirements") and an "affected transaction" in terms of the Companies Act, 2008 (Act no. 71 of 2008) and the Takeover Regulations. Sentula is accordingly, required to post the Circular containing full details of the Proposed Transaction and a notice of a general meeting of shareholders, to Sentula Shareholders in order to obtain their approval for the Proposed Transaction. In terms of the Listings Requirements, the Circular is required to be posted to Sentula Shareholders within 28 days from the time that agreement between the Parties is reached, similarly in terms of the Takeover Regulation Panel ("TRP") Takeover Regulations the Circular is required to be posted within 20 business days. Furthermore, as the Proposed Transaction involves the acquisition by Sentula of mineral assets, a Competent Person`s Report ("CPR") is required to be incorporated in the Circular pursuant to section 12.8 of the Listings Requirements. The preparation and finalisation of the CPR with respect to the mineral assets is expected to be completed on or about 23 May 2011, following which the CPR will be subject to review and approval by the JSE Readers Panel in accordance with section 12.4 of the Listings Requirements. The first submission of the CPR to the Readers Panel is expected to take place on or about 27 May 2011. Accordingly Sentula requested dispensation from the TRP and the JSE to post the Circular by 18 July 2011, by which time the Circular approval process is expected to be complete. The TRP and the JSE have granted Sentula dispensation to dispatch the Circular by no later than 18 July 2011. Sentula Shareholders will be advised in due course of the salient dates and times of the Proposed Transaction. Johannesburg 19 May 2011 Investment Bank and Transaction Sponsor to Sentula Standard Bank Sponsor to Sentula Merchantec Capital Legal Adviser to Sentula Cliffe Dekker Hofmeyr Incorporated Date: 19/05/2011 15:14:01 Supplied by www.sharenet.co.za 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.
