MANTENGU LIMITED - Cautionary Announcement Relating to the Proposed Acquisition of Assets and Potential Reverse Takeover Transaction

Cautionary Announcement Relating to the Proposed Acquisition of Assets and Potential Reverse Takeover Transaction

MANTENGU LIMITED
(formerly Mantengu Mining Limited)
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")


DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITION OF
ASSETS AND POTENTIAL REVERSE TAKEOVER TRANSACTION


In compliance with paragraph 8.14 of the JSE Listings Requirements, the Board of Directors
of the Company (the "Board") wishes to announce that it has entered into advanced
negotiations with Averi Finance ("Averi") to acquire assets of Averi in exchange for the issue
of new Mantengu shares ("Transaction").

About Averi

Averi is a Mauritian incorporated asset-backed African energy and infrastructure
investment group, regulated by the Financial Services Commission of Mauritius, and is not a
related party to Mantengu. Averi has a portfolio of licensed, contracted assets across power
transmission, energy trading, renewables, oil and gas and digital infrastructure in South
Africa, Angola and the Democratic Republic of Congo.

Averi is uniquely positioned at the intersection of finance, energy and infrastructure, through
ownership of hard investment assets.

Proposed Transaction and Categorisation

The potential Transaction consists of the acquisition by Mantengu of all the assets of Averi in
exchange for the issuance of 650 million new Mantengu ordinary shares as consideration.
Mantengu has provisionally valued Averi at USD 120 million, and Averi has provisionally
valued Mantengu at USD 60 million. The transaction will result in the dilution of existing
Mantengu shareholders who own approximately 325 million ordinary shares, such that they
will end up owning 33.3% of the expanded group. The final metrics will be subject to the
completion of the ongoing due diligence process and will be announced in due course.

The Transaction will be classified as a Category 1 transaction as well as a Reverse Takeover
in accordance with the JSE Listings Requirements and may lead to a change in control in
terms of the Companies Regulations, 2011 meaning that the Company will be required to,
inter alia, draft a circular to shareholders and call a general meeting of shareholders to vote
on the proposed Transaction. It is likely that a waiver of a mandatory offer will be a condition
of the Transaction.

Conclusion

The Board is supportive of this exciting transaction. The expanded Group's asset portfolio
will consist of a more diversified asset base across the African continent, expanding into
new sectors and markets in line with Mantengu's stated strategy.

The successful conclusion of this transaction will significantly enhance capital raising
capacity in respect of further acquisitive growth and provide the group access to significant
liquidity through Averi.

Mantengu's stated vision of being an investor in mining, mining services and energy would
take an expedited leap forward upon the successful conclusion of this transaction.

The Board will keep shareholders updated as important milestones during the Transaction
are reached.

Cautionary Announcement

Shareholders are advised that the above Transaction, if successfully concluded, may have
a material effect on the price of the Company's securities. Accordingly, shareholders are
advised to exercise caution when dealing in their securities until a further announcement is
made.

By Order of the Board
20 May 2026

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 20-05-2026 07:05:00
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