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Results of Extraordinary General Meeting

Published: 2022-07-15 10:54:00 ET
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MC Mining Limited (JSE:MCZ) News - Results of Extraordinary General Meeting

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

15 July 2022

RESULTS OF EXTRAORDINARY GENERAL MEETING

MC Mining Limited (MC Mining or the Company) advises the outcome of resolutions put to
shareholders at the Company’s Extraordinary General Meeting (Meeting) held today, 15 July 2022.

Results of the Meeting

1. Resolution 1: Ratification of Prior Issue of Shares
   Passed on a poll as an ordinary resolution.

2. Resolution 2: Approval for Acquisition of Relevant Interest in Shares
   Failed on a poll as an ordinary resolution.

In accordance with Australian Stock Exchange Listing Rule 3.13.2 and Section 251AA(2) of the
Corporations Act 2001, the attached information is provided in relation to the resolutions passed by
members of the Company at the Meeting and proxies received in respect of each resolution put to
shareholders.

Repayment of SGIH loan funds

On 1 February 2022, MC Mining announced that it had entered into a staged ZAR 86,036,691
(approximately US$5.6 million) Convertible Advance and Subscription Agreement (the Agreement)
with South African resources investor, Senosi Group Investment Holdings Proprietary Limited (SGIH).
In consideration for the provision of ZAR 86,036,691, and subject to the terms of the Agreement, the
Company agreed to issue SGIH up to 71,697,242 new ordinary shares of no par value (Ordinary
Shares).


First Tranche Funding
In accordance with the terms of the Agreement, SGIH initially loaned the Company ZAR 46,036,691
(approximately US$3.0 million) (the First Tranche Funding) that was subsequently converted into
38,363,909 new Ordinary Shares (the First Tranche Shares). The First Tranche Shares were issued by
the Company on 6 April 2022 and resulted in SGIH acquiring 19.9% of MC Mining’s issued share capital.
Second Tranche Funding
As part of the Agreement, SGIH also conditionally agreed to loan the Company up to a further ZAR40
million (the Second Tranche Funding) that would, subject to the receipt of all required approvals,
convert into an additional 33,333,333 new Ordinary Shares (the Second Tranche Shares) at ZAR1.20
per share. The issue of the Second Tranche Shares was subject to MC Mining shareholder approval at
today’s shareholders meeting. The first two instalments of the Second Tranche Funding totalling
ZAR20 million (US$1.3 million) were advanced to MC Mining in April and May 2022 respectively. The
issue of the Second Tranche Shares required approval of Resolution 2 at today’s shareholder meeting.


As the requisite shareholder approval was not obtained, the final two instalments of the Second
Tranche Funding will not be advanced and the amount already advanced under the Second Tranche
Funding is now repayable by the Company within 30 days. This ZAR 20 million loan from SGIH will be
repaid using part of the ZAR60 million standby loan facility with Dendocept (Proprietary) Limited (the
Standby Loan Facility), announced by the Company on 6 June 2022, as well as internal cash resources.
If part of the funds provided under the Standby Loan Facility are applied to repayment of the Second
Tranche Funding, and based on, inter alia, prevailing forward API4 coal prices and management of
group facilities including the Standby Loan Facility, the Company’s cash runway is expected to extend
to beyond November 2022. In addition, as previously announced, MC Mining is also pursuing several
alternative options to secure the necessary funding for the construction of the Makhado Project.


AUTHORISED BY:
Tony Bevan
Company Secretary
This announcement has been approved by the Company’s Disclosure Committee .


ASX: MCM / AIM: MCM.L / JSE: MCZ
For more information contact:
Tony Bevan                    Company Secretary       Endeavour Corporate      +618 9316 9100
                                                      Services
Company advisors:
James Harris / James Dance      Nominated Adviser        Strand Hanson Limited        +44 20 7409 3494

Rory Scott                      Broker (AIM)             Tennyson Securities          +44 20 7186 9031

James Duncan                    Financial PR (South      R&A Strategic                +27 11 880 3924
                                Africa)                  Communications

Investec Bank Limited is the nominated JSE Sponsor

About MC Mining Limited
MC Mining is an AIM/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).
                                                                            EXTRAORDINARY GENERAL MEETING – Friday 15th July 2022
                                                                                           RESULTS OF MEETING

                The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2

                                                                          Instructions given to validly appointed proxies                          Number of votes cast on the poll               Resolution
esolution details
                                                                                         (as at proxy close)                                            (where applicable)                          Result
                                                    Resolution                                                                                                                                     Carried/
                                                                                                Proxy
                    Resolution                        Type          For          Against                     Abstain    Excluded      For        Against        Proxy       Abstain    Excluded      Not
                                                                                              Discretion
                                                                                                                                                              Discretion                           Carried

                                                                 93,905,063      303,526         178                               98,641,460    303,526        356
                    Resolution 1: Ratification of   Ordinary                                                 771,033        0                                               771,033       0        Carried
                                                                   99.68%         0.32%          0.0%                                99.69%       0.31%         0.0%
                    Prior Issue of Shares
                    Resolution 2: Approval for
                                                                 11,540,056    82,641,458        178                               11,540,056   82,641,458      356
                    Acquisition of Relevant         Ordinary                                                 771,108        0                                              5,507,478      0         Failed
                                                                   12.25%        87.75%          0.0%                                12.25%       87.75%        0.0%
                    Interest in Shares

                NB. Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.

Date: 15-07-2022 12:54:00
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