MIRANDA MINERAL HOLDINGS LIMITED - BBBEE transaction in respect of the Rozynebosch prospecting right

BBBEE transaction in respect of the Rozynebosch prospecting right

Miranda Mineral Holdings Limited
(Incorporated in South Africa)
Registration Number 1998/001940/06
JSE share code: MMH
ISIN: ZAE000074019
 (“Miranda Holdings” or “the Company”)

BBBEE TRANSACTION IN RESPECT OF THE ROZYNENBOSCH PROSPECTING RIGHT

1.    Introduction

Shareholders of Miranda Mineral Holdings Ltd (“MMH”) are hereby advised that the Board of
Directors of MMH (“the Board”) has been in negotiations with a broad-based black economic
empowerment consortium regarding an empowerment transaction in relation to Miranda
Minerals Proprietary Limited (the holder of the Rozynenbosch prospecting right and a wholly
owned subsidiary of MMH) (“Miranda Minerals”).

The Board is pleased to announce that a shareholders’ agreement was concluded on 19th
October 2017 (“the Shareholders’ Agreement”) between MMH, Miranda Minerals, Kwanda
Minerals Holdings (Pty) Limited (“the Consortium”) and a trust to be established by MMH for
the benefit of the mining community situated in and around the Rozynenbosch area (“Trust”),
in terms whereof the Consortium, being an unrelated third party, and the Trust (“BBBEE
Subscribers”) will subscribe for shares in Miranda Minerals constituting, upon issue, 30% of the
entire issued share capital of Miranda Minerals (“Transaction”).

2.    Financing Arrangement in respect of the Transaction

      2.1 The terms pertaining to the financing of the Transaction are as follows:
      2.1.1         Miranda Holdings will vendor finance, on loan account –
      2.1.1.1             the subscription by the Consortium of such number of shares in
                          Miranda Minerals, constituting, upon issue, 18% of the entire issued
                          share capital of Miranda Minerals for R18,9 million (eighteen million
                          nine hundred thousand Rand); and
      2.1.1.2             the subscription by the Trust of such number of shares in Miranda
                          Minerals, constituting, upon issue, 12% of the entire issued share
                          capital of Miranda Minerals for R12,6 million (twelve million six
                          hundred thousand Rand);
      2.2 The loans advanced under the above vendor finance arrangement to the
             Consortium and the Trust, respectively, will be repayable on the 3rd anniversary of
             the Commencement Date (defined as the 5th business day after the date of
             fulfilment of all the conditions precedent) and secured in favour of Miranda
             Holdings by way of a pledge in security of the Miranda Minerals’ shares issued to
             each of them.

3.    Conditions Precedent relating to the Transaction and Other Terms

      3.1   The Transaction is subject to the fulfilment (or waiver by the parties to the extent
            legally permitted) of, inter alia, the following conditions precedent:
      3.1.1        the Trust is registered by the Master of the High Court, Johannesburg, and
                   letters of authority are issued to its trustees;
                                                                                             2


      3.1.2        Miranda Minerals adopting and filing with the Commission a new MOI;
      3.1.3        each of the Consortium and the Trust having entered into the relevant
                   Security Pledge; and
      3.1.4        each of MMH and Miranda Minerals adopting such board and shareholder
                   resolutions necessary to give effect to the Transaction.
      3.2 As part of its BBBEE initiatives, Miranda Holdings has granted the Consortium the
            right to increase its shareholding in Miranda Minerals, by subscribing for such
            number of additional shares as shall, upon issue, result in the BBBEE Subscribers
            collectively holding up to a maximum of 50% of the issued ordinary share capital of
            Miranda Minerals, subject to the terms and conditions set out in the Shareholders’
            Agreement.

4.    Categorisation of the Transaction

      This transaction will form part of the Circular to Shareholders being prepared for the
      approval of the disposal of its coal asset portfolio under Schedule 11 of the Listings
      Requirement dispensation granted by the JSE and as reported to the shareholders in a
      SENS dated 30 November 2017.


12 February 2018

Corporate Advisor and Sponsor
River Group

Transaction Advisors
Taback and Associates Proprietary Limited

Media and investor relations
James Duncan
R & A Strategic Communications
james@rasc.co.za
+27 11 880 3924

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