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Distribution of Circular and Notice of General Meeting
MANTENGU MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 26 October 2023 (and using the
terms defined therein unless otherwise stated) wherein shareholders were advised that Mantengu had
entered into a share subscription facility agreement with unrelated third parties, GEM Global Yield LLC
SCS ("the Investor") and GEM Yield Bahamas Limited ("GYBL") in terms of which, inter alia, the
Investor will make available to Mantengu a share subscription facility of up to a maximum of R500 million
("Facility") pursuant to which the Company will be entitled to draw down from the Facility against the
issuance of ordinary shares in Mantengu ("Ordinary Shares") to the Investor ("Consideration Shares"),
and will issue warrants to the Investor ("Warrants") to subscribe for up to 20 million Ordinary Shares
("Warrant Shares") ("Proposed Transaction").
2. DISTRIBUTION OF CIRCULAR
Shareholders are hereby advised that the Circular setting out the details of the Proposed Transaction
encompassing the issue of the Consideration Shares, the Warrants and the additional Commitment Fee
Shares and Warrant Payment Shares, as the case may be (collectively, "the Specific Issue of Shares
and Warrants"), and incorporating, inter alia, a notice to convene a general meeting of Shareholders of
the Company ("General Meeting"), has been distributed to Shareholders today, Thursday, 21 December
2023.
The Circular is also available on the Company's website at www.mantengu.com .
3. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Monday, 22 January 2024 to be
conducted entirely by electronic facility/communication as permitted by section 63(2)(2) of the Companies
Act, 2008 (Act 71 of 2008), as amended ("Companies Act"), the JSE Limited and clause 5.5 of the
Company's memorandum of incorporation, to consider and, if deemed fit, to pass with or without
modification, the resolutions required to approve, inter alia, the Specific Issues.
The Board has determined that, in terms of section 59(1)(b) of the Companies Act, the record date for the
purposes of determining which Shareholders of the Company are entitled to participate in and vote at the
General Meeting is Friday, 12 January 2024. Accordingly, the last day to trade Ordinary Shares in order
to be recorded in the Company's securities register to be entitled to vote will be Tuesday, 9 January
2024.
Johannesburg
21 December 2023
Designated Adviser
Merchantec Capital
Legal Adviser to Mantengu
Baker McKenzie Inc.
Date: 21-12-2023 01:00:00
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