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Joint Announcement – Posting of Circular

Published: 2022-03-25 07:39:00 ET
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Bauba Resources Limited (JSE:BAU) News - Joint Announcement – Posting of Circular

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")                                             ("Raubex")



JOINT ANNOUNCEMENT – POSTING OF CIRCULAR


1.       Introduction

         Bauba Shareholders are referred to the: (i) joint firm intention announcement released on the
         Stock Exchange News Service ("SENS") on Thursday, 3 February 2022 ("FIA") wherein they
         were advised of Raubex's firm intention (through its subsidiary, Raubex Proprietary Limited
         acting in concert with Pelagic) to make a mandatory offer to Bauba Shareholders to acquire all
         of their Shares for an Offer Consideration of R0.42 per Share; (ii) joint announcement regarding
         an update to the Circular released on SENS on Monday, 7 February 2022; and (iii) joint
         announcement regarding the extension of the Circular distribution date released on SENS on
         Thursday, 3 March 2022.

         Unless expressly defined in this announcement, or the context indicates otherwise, capitalised
         terms herein have the meanings given to them in the FIA.

2.       Posting of Circular

         Bauba Shareholders are advised that the Circular will be distributed to Bauba Shareholders
         today, Friday, 25 March 2022.

         Bauba Shareholders are advised to consult the Circular for further information regarding the
         Offer and other related matters.

3.       Important Dates and Times

         The important dates and times in relation to the Offer are set out in the table below. Words and
         expressions in the table below and the notes thereto shall have the same meanings as assigned
         to them in the Circular:

                                                                                                    2022

        Circular distributed to Shareholders                                            Friday, 25 March
        Opening Date of the Offer at 09:00 on                                           Monday, 28 March
        TRP compliance certificate expected on                                          Thursday, 12 May
        Finalisation date announcement (including the timetable                           Friday, 13 May
        in respect of the Offer and Closing Date) published on
        SENS
        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:

        •        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, provided
                 that any extension of the Closing Date shall be at Raubex's sole discretion.

        •        In accordance with regulation 102(12) of the Takeover Regulations, the Offer Consideration must be settled
                 within six Business Days after the later of: (i) the Offer being declared wholly unconditional; and (ii) acceptance
                 thereof by a holder. Accordingly the latest Payment Date will be by no later than Monday, 6 June 2022.

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

4.      Copies of the Circular

        Additional copies of the Circular may be obtained during normal business hours from the date
        of issue of the Circular until and including the Closing Date at Bauba's physical address: Cube
        Workspace, 1 Wedgewood Link, Bryanston, Johannesburg, South Africa, 2191.

        The Circular is also available on Bauba's website at www.baubaresources.co.za and on the
        Raubex website at https://www.raubex.com

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
25 March 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: 25-03-2022 09:39:00
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