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Correction announcement regarding capital support from Kinetic Development Group
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000MCM9
JSE share code: MCZ
ASX/AIM code: MCM
CORRECTION TO ANNOUNCEMENT
13 August 2026
MC Mining Limited (the Company) refers to its announcement released on the market
announcements platform earlier today, 13 August 2026, regarding the Loan Agreement and Share
Subscription Agreement entered into with Kinetic Development Group Limited (KDG).
The Company advises that the announcement contained an error regarding the date on which the
Loan Agreement and the Share Subscription Agreement were entered into. The announcement
stated that these agreements were entered into "on 12 August 2026". This is incorrect. The Loan
Agreement and the Share Subscription Agreement were in fact entered into on 13 August 2026.
No other content of the announcement is affected, and all key terms of the Transaction, including
the bridge loan and share subscription arrangements, remain as previously disclosed.
The Company apologises for any inconvenience this may have caused and confirms that this
correction has been approved for release by the Company's Board of Directors.
Yours faithfully
Bill Pavlovski
Company Secretary
MC Mining Limited
JSE Equity Sponsor: BSM Sponsors Proprietary Limited
ABOUT MC MINING LIMITED
MC Mining is an ASX/JSE-listed coal exploration, development and mining company operating in South
Africa. MC Mining's key projects include the Uitkomst Colliery (metallurgical and thermal coal), Makhado
Project (hard coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater Soutpansberg
Projects (coking and thermal coal).
ANNOUNCEMENT
13 August 2026
MC MINING SECURES US$16 MILLION OF FURTHER CAPITAL SUPPORT FROM KINETIC
DEVELOPMENT GROUP THROUGH A US$8 MILLION BRIDGE LOAN AND ADDITIONAL
SHARE SUBSCRIPTION
MC Mining Limited (MC Mining or the Company) is pleased to announce that, on 13 August 2026, the
Company entered into a loan agreement (the Loan Agreement) and a share subscription agreement
(the Share Subscription Agreement) with its controlling shareholder, Kinetic Development Group
Limited (KDG), pursuant to which KDG will provide the Company with capital support of up to
US$16,000,000 in aggregate (together, the Transaction).
The Transaction comprises an unsecured bridge loan of US$8,000,000, to be advanced to the Company
shortly following satisfaction of the conditions precedent to drawdown, and a subscription by KDG (or
by a wholly-owned subsidiary of KDG nominated by it) for new fully paid ordinary shares in the
Company (Shares) for an aggregate subscription amount of US$16,000,000, to be subscribed in two
equal tranches, at an issue price of US$0.2089 per Share (subject to adjustment in accordance with
the ASX Listing Rules to reflect any subdivision, consolidation, bonus issue or rights issue of Shares
occurring after the date of the Share Subscription Agreement). The bridge loan provides the Company
with immediate access to working capital in advance of the shareholder meeting at which approval of
the share subscription will be sought.
BACKGROUND
Shareholders are referred to the Company's announcement dated 5 May 2026, in which the Company
confirmed completion of the staged subscription programme by KDG (through its wholly-owned
special purpose vehicle, Kinetic Crest) and that, with effect from 22 April 2026, KDG became the
controlling shareholder of MC Mining, holding 51.00% of the Company's ordinary shares on a fully
diluted basis.
Shareholders are further referred to the Company's previous announcements in relation to the on
going convertible loan note programme under which the Company was funded in the aggregate
amount of US$9,936,000 (the Convertible Loan Note Programme), comprising US$6,136,000
committed by KDG and US$3,800,000 committed by Eagle Canyon International Group Holding (Hong
Kong) Limited (Eagle Canyon).
The Transaction constitutes new and additional funding. It is not a variation, refinancing or extension
of the Convertible Loan Note Programme or of any convertible promissory note issued under it.
KEY TERMS OF THE BRIDGE LOAN
Lender Kinetic Development Group Limited.
Borrower MC Mining Limited.
Principal amount US$8,000,000, unsecured.
Interest The aggregate of the Australian Reserve Bank Rate (being the publicly
quoted outstanding business loan rate for medium business published
by the Reserve Bank of Australia from time to time) and a margin of
3.00% per annum, compounded monthly in arrears on a 365-day
basis.
Drawdown Within five business days of satisfaction or waiver of the conditions
precedent, being (i) delivery to KDG of a duly executed voting
intention statement from shareholders of the Company holding, in
aggregate, not less than 25% of the issued share capital of the
Company, and (ii) completion of all corporate proceedings in
connection with the loan. If those conditions precedent are not
satisfied, or waived in writing by KDG, within five business days of the
date of the Loan Agreement, KDG may by written notice elect not to
advance the loan and terminate the Loan Agreement.
Repayment The entire loan and all interest accrued on it must be repaid on or
before the date falling three months after the drawdown date, or such
later date as KDG may determine in writing in its sole discretion. If the
first closing under the Share Subscription Agreement occurs before
that date, the outstanding principal amount is instead applied by way
of set-off as described below.
Application of principal At the first closing under the Share Subscription Agreement, the
outstanding principal amount of the bridge loan is to be applied by
way of set-off in satisfaction and discharge in full of KDG's obligation
to pay the first tranche subscription price of US$8,000,000, and no
cash payment is required from KDG in respect of the first closing.
Interest accrued on the bridge loan up to the first closing is payable in
cash by the Company to KDG at the first closing, and does not form
part of, and is not applied against, the subscription price.
Use of proceeds Business operations and working capital requirements of the
Company and its subsidiaries, in accordance with the permitted
purpose and the agreed cash flow forecast.
KEY TERMS OF THE SHARE SUBSCRIPTION
Investor Kinetic Development Group Limited.
Subscription amount US$16,000,000 in aggregate, to be subscribed in two equal tranches
of US$8,000,000.
Issue price US$0.2089 per Share.
Number of Shares 76,591,672 new fully paid ordinary Shares in aggregate, comprising
38,295,836 Shares at the first closing and 38,295,836 Shares at the
second closing, in each case subject to adjustment as described
above. The Shares may be issued to KDG or to a wholly-owned
subsidiary of KDG nominated by it (which may be Kinetic Crest
Limited), notified to the Company at least three business days before
the relevant closing.
Settlement The first tranche subscription price of US$8,000,000 is to be satisfied
and discharged in full by way of set-off against the outstanding
principal amount of the bridge loan. The second tranche subscription
price of US$8,000,000 is to be paid by KDG in cash at the second
closing.
Conditions Customary conditions precedent to each closing, including receipt of
the requisite shareholder approvals, delivery of a cash flow forecast
in form and substance satisfactory to KDG, and no material adverse
change. The conditions relating to receipt of the shareholder
approvals and to the Company's performance of its obligations may
not be waived. The first closing is additionally conditional upon the
Company having lodged this announcement with the ASX and the JSE
on the date of the Share Subscription Agreement, and upon no event
of default having occurred or continuing under the Loan Agreement.
The second tranche is additionally conditional upon, among other
things, the Makhado Project having commenced production and KDG
being satisfied with the Company's operating performance, project
progress, application of the first tranche proceeds and updated
business plan and cash flow forecast. The second closing is also
subject to any other conditions that KDG may deem relevant and
necessary.
Shareholder approval No Shares may be allotted or issued to KDG, whether in satisfaction
of the bridge loan or on completion of the share subscription, unless
and until the Company has obtained the shareholder approvals
described below. The Share Subscription Agreement provides that
this condition may not be waived.
Termination Either party may terminate the Share Subscription Agreement if
drawdown of the bridge loan has not occurred on or before 16 August
2026, or if the first closing has not been completed on or before the
expiry of the term of the bridge loan, provided that the Company may
not terminate where drawdown or the first closing fails to occur for
reasons attributable to the Company.
Costs The Company will reimburse KDG's reasonable and documented legal
costs up to a maximum of US$125,000.
USE OF PROCEEDS
The proceeds of the bridge loan and of the second tranche of the share subscription (the first tranche
subscription price being satisfied by way of set-off, so that no cash proceeds arise at the first closing)
will be applied towards the business operations and working capital requirements of the Company
and its subsidiaries in accordance with the cash flow forecast agreed with KDG, including the
continued development and commissioning of the Makhado Project and the sustainability of the
Company's other operations.
SHAREHOLDER APPROVALS AND REGULATORY MATTERS
KDG is a related party of the Company for the purposes of Chapter 2E of the Australian Corporations
Act 2001 (Cth) (the Corporations Act), a person in a position of influence for the purposes of Listing
Rule 10.11 of the ASX Listing Rules, and a related party for the purposes of Section 10 of the JSE Listings
Requirements. The issue of Shares to KDG accordingly requires the prior approval of shareholders
under section 208 of the Corporations Act and Listing Rule 10.11, and compliance with Section 10 of
the JSE Listings Requirements.
In addition, the issue of Shares to KDG will increase KDG's voting power in the Company beyond that
permitted by section 606 of the Corporations Act. The issue therefore also requires the approval of
the Company's non-associated shareholders under item 7 of section 611 of the Corporations Act,
supported by an independent expert's report prepared in accordance with ASIC Regulatory Guides 74,
111 and 112, and by such fairness opinion as may be required under the JSE Listings Requirements.
The Company will convene a general meeting of shareholders to consider the necessary resolutions.
Under the Share Subscription Agreement, the Company has agreed to prepare the notice of meeting
and all ancillary materials (including the independent expert's report) no later than 30 days after the
drawdown date, to provide an advanced draft of the notice of meeting to ASIC for review no later than
45 days after the drawdown date, and to hold the meeting and obtain the shareholder approvals
within 90 days after the drawdown date. KDG and its associates will be excluded from voting on those
resolutions in accordance with the applicable voting exclusion requirements. The Board will make a
recommendation to shareholders in the notice of meeting and explanatory statement, having regard
to the conclusions of the independent expert.
CAUTIONARY STATEMENT
Shareholders are advised that the issue of Shares to KDG under the Share Subscription Agreement is
subject to shareholder approval, and that there is no certainty that the requisite approvals will be
obtained. Shareholders and potential investors are accordingly advised to exercise caution when
dealing in the securities of the Company until a further announcement is made.
This announcement contains certain forward-looking statements, including in relation to the funding,
development and commissioning of the Company's projects, which are based on assumptions and
expectations that may or may not prove correct. Shareholders and potential investors are advised to
exercise caution when dealing in the securities of the Company.
This announcement has been approved by the Company's Board of Directors.
ABOUT MC MINING LIMITED
MC Mining is an ASX/JSE-listed coal exploration, development and mining company operating in South
Africa. MC Mining's key projects include the Uitkomst Colliery (metallurgical and thermal coal),
Makhado Project (hard coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater
Soutpansberg Projects (coking and thermal coal).
Date: 13-08-2026 11:50:00
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