SAIL MINING GROUP LIMITED - Quarterly suspension update

Quarterly suspension update

  SAIL MINING GROUP LIMITED
  (previously Chrometco Limited)
  (Incorporated in the Republic of South Africa)
  (Registration number 2002/026265/06)
  Share code: SGP
  ISIN: ZAE000070249
  ("Sail" or "the Company")


  QUARTERLY SUSPENSION UPDATE


  In terms of paragraph 1.11(c) of the JSE Listings Requirements, the Company is required to
  provide an update to shareholders regarding the current state of affairs of the Company until
  the suspension is lifted.

  Shareholders are referred to the ongoing suspension in trading of the Company's shares on
  the JSE which came into effect on 18 July 2022. Trading in the Company's shares remain
  suspended due to the late publication of the annual financial statements for the years ended
  28 February 2022, 28 February 2023, 29 February 2024 and 28 February 2025 ("Annual
  Results") and the subsequent interim results for the six months ended 31 August 2022, 31
  August 2023, 31 August 2024 and 31 August 2025 ("Interim Reports").

  In respect of the late publication of the Company's Annual Results, the Company previously
  had challenges appointing new auditors due to three subsidiaries within the group, Black
  Chrome Mine Proprietary Limited ("Black Chrome Mine"), Sail Resources Proprietary
  Limited and Sail Minerals Proprietary Limited, being in Business Rescue. This was
  subsequently remedied and Auditors were appointed in October 2023; however, the
  finalisation and publication of the Interim Reports and Annual Results will remain outstanding
  until the finalization of the audit procedures as prescribed by IRBA. The Moore Johannesburg
  audit team have made significant progress on their audit verification procedures for the 2022,
  2023 and 2024 financial years. The Company has also appointed an International Financial
  Reporting Standards expert to assist with technical queries.

  The Company announced on 12 December 2025 (the "Record Date") that it will proceed with
  a conditional offer to repurchase (the "Repurchase" or "Offer"), on a pro rata basis, all of the
  ordinary shares in its issued share capital ("Shares") (excluding treasury Shares) ("Offer
  Shares") on the Record Date. The Offer provided that to the extent all shareholders accept
  the Repurchase, one shareholder would remain as a shareholder of Sail. The board of Sail
  simultaneously advised shareholders that it proposed terminating the listing of the Company's
  Shares from the AltX Board of the JSE (the "Delisting"). The Delisting is subject to the
  fulfilment or waiver, to the extent legally permissible, of suspensive conditions, namely:

 i.   Approval by shareholders of the Delisting ("Delisting Resolution");
ii.   Approval by shareholders of an amendment the Company's memorandum of
      incorporation as appropriate, to inter alia take account of the proposed delisting of the
      Company from the JSE; and
iii.  Approval of the Financial Surveillance Department of the South African Reserve Bank,
      (together the "Delisting Conditions").

   The proposed Delisting will be facilitated by way of the Offer in accordance with paragraph
   1.15(c) of the JSE Listings Requirements. Should the Delisting Resolution be approved by
   shareholders at a General Meeting and the Delisting Conditions fulfilled or waived, the
   Company will apply to the JSE for its Delisting in terms of paragraph 1.14 of the JSE Listings
   Requirements

   The Company will provide a further update in this regard in due course.

   Johannesburg
   30 December 2025

   Designated Advisor
   PSG Capital

Date: 30-12-2025 04:00:00
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