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Goldway Capital Investment Limited - Fourth Supplementary Bidder's Statemen
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN
UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Goldway Capital Investment Limited
(Incorporated in Hong Kong)
CR No. 3294426
Off-market takeover offer for all of the
ordinary shares in:
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000MCM9
JSE share code: MCZASX/AIM code: MCM
28 March 2024
Goldway Capital Investment Limited - Fourth Supplementary Bidder's Statement
Goldway Capital Investment Limited (company registration number 3294426) (Goldway) refers to its
bidder's statement dated 2 February 2024, first supplementary bidder's statement dated 15 February
2024, second supplementary bidder's statement dated 14 March 2024 and third supplementary
bidder's statement dated 21 March 2024 in relation to its off-market takeover offer for all of the
ordinary shares in MC Mining Limited ACN 008 905 388 (ASX: MCM) (MCM).
In accordance with section 647(3)(a)(ii) of the Corporations Act 2001 (Cth), a copy of Goldway's fourth
supplementary bidder's statement dated 28 March 2024 (Fourth Supplementary Bidder's
Statement) is enclosed.
A copy of the Fourth Supplementary Bidder's Statement has today been lodged with the Australian
Securities and Investments Commission and served on MCM.
Fourth Supplementary Bidder's Statement
ACCEPT
Offer by
Goldway Capital Investment Limited
CR No. 3294426
to acquire all of your ordinary shares in
MC Mining Limited ACN 008 905 388
for
A$0.16 cash per MCM Share
TO ACCEPT THE OFFER YOU MUST
Complete and sign the Acceptance Form accompanying the Original
Bidder's Statement and return it to the address set out on the form
before the Offer closes.
This is an important document and requires your immediate attention.
If you are in any doubt about how to deal with this document, you should contact your legal, financial,
tax or other professional advisor immediately.
Page 1
Fourth Supplementary Bidder's Statement
1. Introduction
This document is the fourth supplementary bidder's statement (Fourth Supplementary
Bidder's Statement) to the bidder's statement dated and lodged with ASIC on 2 February
2024 (Original Bidder's Statement) and to the first supplementary bidder's statement dated
and lodged with ASIC on 15 February 2024 (First Supplementary Bidder's Statement),
second supplementary bidder's statement dated and lodged with ASIC on 14 March 2024
(Second Supplementary Bidder's Statement) and third supplementary bidder's statement
dated and lodged with ASIC on 21 March 2024 (Third Supplementary Bidder's Statement),
issued by Goldway Capital Investment Limited (company registration number 3294426)
(Goldway) in relation to its off-market takeover bid for all of the ordinary shares in MC Mining
Limited ACN 008 905 388 (MCM).
This Fourth Supplementary Bidder's Statement is given pursuant to Division 4 of Part 6.5 of
the Corporations Act 2001 (Cth) (Corporations Act) in compliance with the requirements of
section 643 of the Corporations Act.
This Fourth Supplementary Bidder's Statement supplements and should be read together
with the Original Bidder's Statement, the First Supplementary Bidder's Statement, the Second
Supplementary Bidder's Statement and Third Supplementary Bidder's Statement. Unless the
context otherwise requires, terms defined in this Fourth Supplementary Bidder's Statement
have the same meaning as in the Original Bidder's Statement.
This Fourth Supplementary Bidder's Statement is dated 28 March 2024 and was lodged with
ASIC and given to ASX on that date. Neither ASIC, nor the ASX, nor any of their respective
officers takes any responsibility for the content of this Fourth Supplementary Bidder's
Statement.
This is an important document and requires your immediate attention.
If you are in any doubt about how to deal with this document, you should contact
your legal, financial, tax or other professional advisor immediately.
Page 2
2. Observations on the IBC Response
Goldway has reviewed MCM's independent board committee's response to Goldway's Third
Supplementary Bidder's Statement dated 25 March 2024 (IBC Response)which included the
IBC's observations on the valuation methodology adopted in the independent expert's report
(IER) issued by BDO Corporate Finance (WA) Pty Ltd ACN 124 031 045 (BDO or
Independent Expert) and the independent specialist's report (SRK Report) issued by SRK
Consulting (Australasia) Pty Ltd ACN 074 271 720 (SRK).
Goldway expresses its overall disappointment that the MCM Independent Board Committee
(IBC) has decided not to recommend that MCM Shareholders accept Goldway's Offer.
Goldway believes that the Offer represents an attractive, certain exit price, which MCM
Shareholders should consider against several key points that call into question the view
adopted by the IBC Response, as well as that of the Independent Expert and SRK, on the
value of MCM.
Responses to the IBC's claims that Goldway has been misleading shareholders
To assist MCM Shareholders in deciding whether to accept the Offer, Goldway wishes to
outline the further points set out below. The IBC has made statements that Goldway has been
misleading in the Third Supplementary Bidder's Statement and the IBC "will continue to
ensure that Shareholders are provided with factual information".
Goldway therefore confirms the following facts:
2.1. Vele Aluwani Colliery (Vele) is on care and maintenance
The definition of care and maintenance is a "temporary closure where [a] mine is said to be in
a state of care and maintenance when it has stopped production for various technical,
environmental, financial or labour related reasons but the holder has not declared their intent
to finally close the mine".1
Vele production ceased in January 2024, with no stated plans or cost estimates to
recommence production. Vele is by definition on care and maintenance.
2.2. The Independent Expert has adopted a Market Value approach to valuation which
"does not consider any potential future operating cashflow generated from MCM's
assets"2
The facts of MCM's financial records are:
a) Since 2010, MCM has raised approximately US$500m to advance its assets, plus
additional proceeds from asset sales.2
b) MCM last reported US$936.5m in accumulated losses.3
c) MCM's annual financial records are as follows: 4
1 The South African Legislative Frame Work for Mine Closure, E. Swart, Department of Minerals and Energy. See link:
https://www.saimm.co.za/Conferences/MineClosure/001-Swart.pdf.
2 Page 3, MCM announcement Independent Board Committee's Response to Goldway's Third Supplementary Bidder's
Statement.
2 https://www.mcmining.co.za/investors-and-media/annual-reports.
3 As above.
4 As above.
Page 3
i. 1H 2024: US$6.0m loss
ii. 2023: US$4.4m loss
iii. 2022: US$20.8m loss
iv. 2021: US$11.8m loss
v. 2020: US$12.2m loss
vi. 2019: US$33.7m loss
vii. 2018: US$103.7m loss
viii. 2017: US$17.4m loss
ix. 2016: US$22.5m loss
x. 2015: US$6.7m loss
xi. 2014: US$84.1m loss
xii. 2013: US$148.1m loss
xiii. 2012: US$138.9m loss
xiv. 2011: US$219.0m loss
xv. 2010: US$101.4m loss
2.3. The Independent Expert has a ZAR584m (A$46m) preferred valuation of Vele
The facts of the Vele operation are:
a) February 2010: MCM acquired 100% interest in Vele.
b) April 2012: MCM announced first coal shipment.
c) October 2013: Vele was placed on care and maintenance to "reduce the current cash
losses incurred". The intention was to raise the required funds to ramp-up operations by
2015.6
d) August 2014: MCM announced a private placement to raise US$64.9m with US$25m
allocated to implement modifications to the Vele plant.
e) 2014 - 2022: Vele remained on care and maintenance.
f) December 2022: MCM announced it had outsourced Vele with first coal sales expected
in Q1 CY2023 with the ramp-up to full production during Q2 CY2023.
g) December 2023: MCM's quarterly report stated that "due to the operating challenges at
Vele, combined with elevated logistics costs and the depressed API4 coal price, it
intends downscaling operations while it progresses a production optimisation strategy".
h) January 2024: Vele is again on care and maintenance.
2.4. The IBC states "Shareholders who sell their Shares will forego the opportunity to
participate in the exploration and production potential of MCM's development assets"
Goldway would like to highlight the following facts:
a) MCM's Global Resource was 8.83Bn tonnes in 2014. Ten years later the Global
Resource has declined to 8.65Bn tonnes.
b) The 'shovel ready' Makhado project definitive feasibility status (DFS) was announced in
June 2013. The project is still at DFS level 10 years later.
c) Vele has been re-commissioned twice by MCM and failed to remain operating for
a period longer than 18 months on both occasions.
d) The Greater Soutpansberg Projects (GSP) Resource has not changed over the past
10 years.
6 https://www.mcmining.co.za/all-categories?task=download.send&id=1122:vele-colliery-update-10-15-2013&catid=61.
Page 4
e) MCM produced 3.1Mt of saleable coal over the financial year ended 2012. By 2023,
MCM's production has declined by 2.8Mtpa to only 0.34Mt.
f) Since 2010 MCM has raised approximately US$500m in debt and equity to advance
its assets and to its own admission, MCM remains a "resource development
company".
3. Consents and approval of the Fourth Supplementary Bidder's Statement
This Fourth Supplementary Bidder's Statement includes statements which are made in or
based on statements made in, documents lodged with ASIC or given to ASX. Under the terms
of ASIC Corporations (Takeover Bids) Instrument 2023/683, the parties making those
statements are not required to consent to, and have not consented to, inclusion of those
statements in this Fourth Supplementary Bidder's Statement. If you would like to receive a
copy of any of those documents, or the relevant parts of the documents containing the
statements (free of charge), during the Offer Period, please call the relevant Goldway Offer
Information Line. Goldway will provide these within 2 Business Days of the request.
A copy of this document was lodged with ASIC on 28 March 2024. This Fourth
Supplementary Bidder's Statement prevails to the extent of any inconsistency with the
Original Bidder's Statement, the First Supplementary Bidder's Statement, the Second
Supplementary Bidder's Statement or Third Supplementary Bidder's Statement. Neither ASIC
nor any of its officers takes any responsibility for the contents of this Fourth Supplementary
Bidder's Statement.
Authorisation
This Fourth Supplementary Bidder's Statement has been approved by a resolution passed by
the sole director of Goldway.
Signed for on behalf of
Goldway Capital Investment Limited
Mr Jun Liu
Sole Director
Date: 28 March 2024
Page 5
Date: 28-03-2024 09:00:00
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