Bauba Resources Limited (JSE:BAU) News - Joint Finalisation Announcement in Respect of the Mandatory Offer

Bauba Resources Limited                             Raubex Group Limited
Incorporated in the Republic of South Africa        (Incorporated in the Republic of South Africa)
(Registration number: 1986/004649/06)               (Registration number: 2006/023666/06)
Share code: BAU   ISIN: ZAE000145686                Share code: RBX   ISIN: ZAE000093183
("Bauba")


JOINT FINALISATION ANNOUNCEMENT IN RESPECT OF THE MANDATORY OFFER


Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms
herein have the meanings given to them in the combined circular distributed to Shareholders on
Friday, 25 March 2022 ("Circular").

1.       Introduction

         Shareholders are referred to the: (i) joint Firm Intention Announcement released on SENS on
         Thursday, 3 February 2022 wherein they were advised of Raubex Group Limited's firm intention
         (through its subsidiary, Raubex Proprietary Limited ("Raubex"), acting in concert with Pelagic) to
         make a mandatory offer to Shareholders to acquire all of their Shares for an Offer Consideration
         of R0.42 per Share; (ii) joint announcement regarding the extension of the Circular distribution
         date released on SENS on Thursday, 3 March 2022; and (iii) joint announcement regarding the
         posting of the Circular released on SENS on Friday, 25 March 2022.

2.       Issue of TRP Compliance Certificate and Unconditionality

         Shareholders are advised that the TRP has issued a compliance certificate in respect of the Offer
         in terms of section 119(4)(b) of the Companies Act on Thursday, 12 May 2022.

         Accordingly, Shareholders are advised that the Condition Precedent to the Offer has been fulfilled
         and that the Offer has become unconditional and will be implemented in accordance with its terms.

         Shareholders are reminded that in accordance with paragraph 4.5.3 of Part A of the Circular,
         Raubex has the right, in its sole and absolute discretion, but in accordance with the Companies
         Act and the Takeover Regulations, to extend the Closing Date of the Offer. Should Raubex decide
         to extend the Closing Date of the Offer such a decision (together with the updated important dates
         and times) will be communicated to Shareholders in a SENS announcement by no later than 11:00
         on Monday, 23 May 2022.

3.       Important Dates and Times

         Shareholders are reminded of the important dates and times in relation to the Offer, which are set
         out in the table below:

                                                                                                      2022

          Earliest Payment Date from                                                        Friday, 13 May
          Finalisation date announcement published in the press                             Monday, 16 May
          Last Day to Trade for Shareholders wishing to accept the                         Tuesday, 24 May
          Offer
          Shares trade "ex" the Offer                                                    Wednesday, 25 May
          Closing Date of Offer at 12:00 on                                                 Friday, 27 May
          Record Date for Offer                                                             Friday, 27 May
          Results of Offer to be announced on SENS                                          Monday, 30 May
          Payment Date                                                                      Monday, 30 May
       
        Notes:

        -      In the event that Raubex elects, in its sole discretion, to extend the Closing Date of the Offer, any change to the
               above dates and times will be agreed upon by Bauba and Raubex, approved by the JSE and the TRP (as
               required), and announced on SENS and, if required, published in the South African press.

        -      No Dematerialisation or rematerialisation of Shares will take place between the trading ex-date,
               Wednesday, 25 May 2022 and the Record Date for the Offer, Friday, 27 May 2022 (both days inclusive).

        -      Offerees should note that acceptance of the Offer will be irrevocable.

        -      All times referred to in this announcement are references to South African Standard Time.

4.      Payment in respect of the Offer

        Certificated Shareholders who accept the Offer, will be paid within six Business Days of the later
        of: (i) the Offer being declared Unconditional; and (ii) the date on which such Certificated
        Shareholders forward both: (a) the Form of Acceptance (pink); and (b) the Documents of Title, to
        the Transfer Secretaries.

        Dematerialised Shareholders who accept the Offer, will be paid within six Business Days after the
        later of: (i) the Offer being declared Unconditional; and (ii) the date on which the CSDP or Broker
        of such Dematerialised Shareholder notifies the Transfer Secretaries of their acceptance of the
        Offer.

        The Payment Date is Monday, 30 May 2022, and in accordance with regulation 102(12) of the
        Takeover Regulations, the latest Payment Date is Monday, 6 June 2022.

5.      Raubex Responsibility Statement

        The Raubex board of directors accepts responsibility for the information contained in this
        announcement insofar as it relates to Raubex. To the best of its knowledge and belief, such
        information contained herein is true and nothing has been omitted which is likely to affect the
        importance of such information.

6.      Independent Board Responsibility Statement

        The Independent Board accepts responsibility for the information contained in this announcement
        insofar as it relates to Bauba. To the best of its knowledge and belief, such information contained
        herein is true and nothing has been omitted which is likely to affect the importance of such
        information.


Johannesburg
13 May 2022


Sponsor to Bauba                                               Legal advisor to Bauba
Merchantec Capital                                             Webber Wentzel



Financial advisor and sponsor to Raubex                        Legal advisor to Raubex
Investec                                                       DLA Piper


Date: 13-05-2022 09:00:00
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