SABLE EXPLORATION AND MINING LIMITED - Distribution of Mandatory Offer circular

Distribution of Mandatory Offer circular

Sable Exploration and Mining Limited
(Previously known as Middle East Diamond Resources Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
(Share Code: SXM ISIN Code: ZAE000303319)
(“SEAM” or “the company”)

Distribution of Mandatory Offer circular

Shareholders are referred to the firm intention announcement published on SENS on 9 December 2022.
Shareholders are advised that the Mandatory offer circular was distributed to shareholders on Friday,
3 February 2023. Shareholders are advised that PBNJ Trading and Consulting Proprietary Limited
(“PBJN”) made an offer to acquire all the remaining shares, from all the remaining shareholders of
SEAM, for 100 cents per share, in terms of section 117(1)(c)(vi) of the Companies Act.

The salient dates are as follows:


                                                                                             2023

     Record date in order to be eligible to receive this Circular              Friday, 27 January
     on

     Circular posted to SEAM Shareholders and announced on                     Friday, 3 February
     SENS on

     Offer opens at 09:00 on                                                  Monday, 6 February

     Finalisation announcement published on SENS by 11:00                      Monday, 13 March

     Last day to trade in order to be eligible to participate in the           Monday, 20 March
     Offer on

     SEAM Shares trade “ex” the right to participate in the Offer          Wednesday, 22 March

     Offer closes at 12:00 on (closing date) on                                  Friday 24 March

     Offer Record Date, being the final date upon which SEAM                     Friday, 24 March
     Shareholders must be recorded in the SEAM register in
     order to be eligible to participate in the Offer, on

     Offer Consideration credited to the Dematerialised Offer                  Monday, 27 March
     Participant’s account at his CSDP or Broker (as the case
may be) or bank accounts of Certificated Offer Participants
on

Results of Offer to be published on SENS on                               Monday, 27 March

Notes:
1.   All dates and times are subject to amendment by PBNJ. Any such change will be announced
     on SENS and, if required, publication in the South African press.
2.   Certificated SEAM Shareholders who wish to accept the Offer are required to complete and
     return the form of acceptance, surrender and transfer in accordance with the instructions
     contained therein to be received by the Transfer Secretaries by not later than 12:00 on the
     closing date.
3.   Dematerialised SEAM Shareholders who wish to accept the Offer must notify their CSDP or
     Broker of their acceptance of the Offer in the manner and time stipulated in the Custody
     Agreements governing the relationships between such SEAM Dematerialised SEAM
     Shareholders and the CSDP or Broker.
4.   All times indicated above are South African times.
5.   The deemed effective date of disposal of SEAM Shares by Offer Participants will be the date
     that the Offer Consideration is credited to the Offer Participant’s account.
6.   Share certificates may not be dematerialised or rematerialised between Wednesday, 22
     March 2023 and Friday, 24 March 2023, both dates inclusive.
7.   Although the salient dates and times are stated to be subject to amendment by PBNJ, any
     amendment shall not be regarded as consent or dispensation for any amendment or change
     to time periods which may be required in terms of the Companies Act, the Takeover
     Regulations and the JSE Listings Requirements, where applicable, and any such consents
     or dispensations must be specifically applied for and granted.
       PBNJ, insofar as the information in this Announcement relates to PBNJ:
                    •   accepts full responsibility for the accuracy of the information contained in this
                        Announcement;
                    •   confirms that, to the best of its knowledge and belief, the information in this
                        Announcement is true and correct; and
                    •   confirms that this Announcement does not omit anything likely to affect the
                        importance of the information disclosed.



       The SEAM Independent Board and Board, insofar as the information in this Announcement
             relates to SEAM:
                    •   accepts full responsibility for the accuracy of the information contained in this
                        Announcement;
                    •   confirms that, to the best of its knowledge and belief, the information contained
                        in this Announcement is true and correct; and
                    •   confirms that this Announcement does not omit anything likely to affect the
                        importance of the information disclosed.




Woodmead
6 February 2023

Sponsor
Exchange Sponsors

Date: 06-02-2023 10:10:00
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