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Goldway Capital Investment Limited - Status of conditions
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
5 April 2024
Goldway Capital Investment Limited - Status of conditions
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
notes that its off-market takeover offer for all of the ordinary shares in MC Mining Limited
ACN 008 905 388 (ASX: MCM) (Offer) will close at 7.00pm (Sydney time) on Friday, 19 April
2024 (Closing Date) unless extended in accordance with the Corporations Act.
In addition, as outlined in Section 3 of Goldway's Third Supplementary Bidder's Statement
dated 21 March 2024, the Offer contains a condition (which cannot be waived) that Goldway
needs to have received acceptances for at least 50.1% or more of the MCM Shares that it
does not have a relevant interest at the commencement date of the Offer (Minimum
Acceptance Condition).
If the Minimum Acceptance Condition is satisfied, Goldway's present intention is to declare
the Offer unconditional on the date that Goldway notifies the market that the Minimum
Acceptance Condition has been satisfied (Unconditional Date). Upon the Offer being
declared unconditional, Goldway intends to extend the Offer for 10 Business Days from the
Unconditional Date.
If the Minimum Acceptance Condition is not satisfied by 19 April 2024, then the Offer will not
be extended and will lapse on close of the Offer Period.
Goldway attaches by way of service pursuant to section 630(5)(b) of the Corporations Act
2001 (Cth) (Corporations Act) a notice of status of conditions to the Offer as required by
section 630(3) of the Corporations Act.
Page 2
Goldway Capital Investment Limited
CR No. 3294426
NOTICE OF STATUS OF DEFEATING CONDITIONS
UNDER SECTION 630(3) OF THE CORPORATIONS ACT 2001 (CTH)
To: ASX Limited
MC Mining Limited ACN 008 905 388 (MCM)
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
gives notice (Notice) under section 630(3) of the Corporations Act 2001 (Cth)
(Corporations Act) in relation to its off-market takeover bid for all of the ordinary shares in
MCM (Offer). The Offer is contained in the bidder's statement issued by Goldway dated 2
February 2024 (as supplemented on 15 February 2024, 14 March 2024, 21 March 2024 and
28 March 2024) (Bidder's Statement).
Unless otherwise defined in this Notice, words defined in the Bidder's Statement have the
same meaning in this Notice.
Goldway gives notice under section 630(3) of the Corporations Act that, at the time of giving
this Notice:
i. the defeating condition set out in paragraph (a) of Section 13.9 of the Bidder's
Statement (50.1% Minimum Acceptance) has not yet been fulfilled;
ii. the defeating condition set out in paragraph (h) of Section 13.9 of the Bidder's
Statement (No prescribed occurrences prior to dispatch) has been fulfilled on 2
February 2024;
iii. all other Offer Conditions set out in Section 13.9 of the Bidder's Statement (being
the "conduct of business in the ordinary course and no material acquisitions,
disposals or new commitments" condition, "no material adverse change"
condition, "no regulatory actions" condition, "no distributions" condition, "non-
existence of certain rights" condition, and "no prescribed occurrences" condition)
have not been fulfilled because the Offer Period has not ended;
iv. the Offer is still subject to the defeating conditions set out in paragraphs (i) and
(iii) above. Goldway has undertaken to waive the conditions in paragraph (iii)
above immediately upon the condition in paragraph (i) (50.1% Minimum
Acceptance condition) being satisfied unless it has publicly announced a breach
or suspected breach before that time; and
v. as at the date of this Notice, Goldway's voting power in MCM is 80.28%.
The Offer will close at 7.00pm (Sydney time) on Friday, 19 April 2024 unless extended in
accordance with the Corporations Act or as outlined at Section 3 of Goldway's Third
Supplementary Bidder's Statement dated 21 March 2024.
Date: 5 April 2024
Jun Liu
Sole Director
Goldway Capital Investment Limited
Page 3
Date: 05-04-2024 08:17:00
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