Mc Mining Regulatory News (MCM)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

2 February 2024

Goldway Capital Investment Limited - Bidder's Statement

Further to the non-binding indicative offer of 18 December 2023 that was referred to in the ASX announcement of 19 December 2023 published by MC Mining Limited ACN 008 905 388 (ASX: MCM) (MCM), Goldway Capital Investment Limited (company registration number 3294426) (Goldway) is making an off-market takeover offer for all of the ordinary shares in MCM (Offer).

In accordance with item 5 of subsection 633(1) of the Corporations Act 2001 (Cth) (the Corporations Act), a copy of Goldway's bidder's statement dated 2 February 2024 (Bidder's Statement) in relation to the off-market takeover bid is enclosed.

A copy of the Bidder's Statement has today been lodged with the Australian Securities and Investments Commission and served on MCM.

For the purposes of subsections 633(2) and 633(4)(a) of the Corporations Act, Goldway has set 7.00pm (Sydney time) on Monday, 5 February 2024 as the date for determining persons to whom information is to be sent under items 6 and 12 of subsection 633(1) of the Corporations Act.

Bidder's Statement

ACCEPT

Offer by

Goldway Capital Investment Limited

CR No. 3294426

to acquire all of your ordinary shares in

MC Mining Limited

Previously Coal of Africa Limited

(Incorporated and registered in Australia)

Registration number ABN 98 008 905 388

ISIN AU000000MCM9

JSE share code: MCZ

ASX/AIM code: MCM

for

A$0.16 cash per MCM Share

This is an important document and requires your immediate attention. 

If you are in any doubt about how to deal with this document, you should consult your broker, financial adviser or legal adviser immediately.

Important Notices

Nature of this document

This document is a Bidder's Statement issued by Goldway Capital Investment Limited CR No. 3294426 (Goldway) to MC Mining Limited ACN 008 905 388 (MCM) Shareholders under Part 6.5 Chapter 6 of the Corporations Act required by the Corporations Act, together with the Offer to acquire all or any of Your MCM Shares on the terms and conditions set out in this Bidder's Statement.

This Bidder's Statement is dated 2 February 2024.

ASIC and ASX disclaimer

A copy of this Bidder's Statement was lodged with ASIC and given to ASX on 2 February 2024. Neither ASIC, nor the ASX, nor any of their respective officers take any responsibility for the content of this Bidder's Statement.

No account of your personal circumstances

This Bidder's Statement does not take into account your individual objectives, financial situation or particular needs. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your financial advisor, legal or other professional adviser.

Disclaimer as to MCM information

The information on MCM and MCM's securities contained in this Bidder's Statement has been prepared by Goldway using publicly available information and the information in this Bidder's Statement relating to those matters has not been independently verified. The information in the Bidder's Statement concerning MCM and the assets, liabilities, financial position and performance, profits and losses and prospects of MCM, has not been independently verified by Goldway. Accordingly, Goldway does not, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

Further information relating to MCM's business may be included in MCM's target's statement which MCM must provide to MCM Shareholders in response to this Bidder's Statement.

Forward looking statements

Some of the statements appearing in this Bidder's Statement may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which MCM operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. No Bidder Party or their respective directors and officers, or any persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.

Privacy

Goldway has collected your information from the MCM Register of Shareholders for the purposes of making the Offer and, if accepted, administering a record of your acceptance of the Offer for your holding of Shares. The Corporations Act requires the names and address of MCM Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Goldway's affiliates, related bodies corporate and external service providers, and may be required to be disclosed to regulators such as ASIC. The registered address of Goldway is R16 3/F, Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong.

Notice to foreign Shareholders

The Bidder's Statement has been prepared having regard to Australian disclosure requirements. These requirements may be different from those in other jurisdictions. The distribution of the Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of the Bidder's Statement should inform themselves of, and observe, those restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Bidder's Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

Unless otherwise determined by Goldway or permitted by applicable law and regulation, the Offer shall not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this Bidder's Statement and the accompanying Acceptance Form and any other accompanying document must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (including, without limitation, by way of facsimile, transmission, telephone or internet) in, into or from a Restricted Jurisdiction and persons receiving this Bidder's Statement, the Acceptance Form and any other accompanying document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in Australia, South Africa or the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction.

As MCM is incorporated in Australia and is not resident in the United Kingdom, Channel Islands ,or the Isle of Man it is not subject to the UK Takeover Code. Similarly, MCM is not incorporated in South African and is not subject to the South African Take-Over Regulations. Accordingly, this Bidder's Statement has not been prepared in accordance with the requirements of the UK Takeover Code or the South African Take-Over Regulations.

Notices to Shareholders on the MCM South African Register

If you are in any doubt about the content of this Bidder's Statement or the action you should take, please consult your Broker, CSDP, attorney, accountant, banker or other professional advisor immediately.

In order to accept the offer in respect of MCM Shares held on the MCM South African Register please see Section 13.3 of this Bidder's Statement. If you have disposed of all of your MCM Shares, then this Bidder's Statement should be forwarded to the purchaser to whom, or the Broker, agent, CSDP or banker through whom you have disposed of your MCM Shares. 

If you have any questions about this Bidder's Statement or are in any doubt as to how to accept the Offer, or if you want to request a hard copy of this Bidder's Statement, please contact Ince Proprietary Limited, on +27 11 305 7346. Lines are open 8.00 a.m. to 5.00 p.m. (SA Time) Monday to Friday (excluding SA public holidays).

Notices to Shareholders on the MCM United Kingdom Register (i.e. if you hold your MCM Shares via UK Depositary Interests in CREST)

If you are in any doubt about the contents of this Bidder's Statement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

In order for the Offer to be capable of being accepted in respect of MCM Shares held on the MCM United Kingdom Register (i.e. in respect of UK Depositary Interests in respect of MCM Shares), Goldway will appoint a UK Receiving Agent as soon as practicable following the date of this Bidder's Statement, and prior to the despatch of the Bidder's Statement and the Offer opening. Goldway will make an announcement in due course with instructions for MCM Shareholders on the MCM United Kingdom Register on how to accept the Offer, which will include details of a UK helpline which will be available to United Kingdom Shareholders. Please see Section 13.3 of this Bidder's Statement for further information.

Financial amounts

All financial amounts in this Bidder's Statement are expressed in Australian currency unless otherwise stated. 

Charts, diagrams and rounding

Any diagrams, charts, maps, graphs and tables appearing in this Bidder's Statement are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in diagrams, charts, maps, graphs and tables is based on information available at the date of this Bidder's Statement. A number of amounts, percentages, prices, estimations and other figures in this Bidder's Statement are subject to the effect of rounding. Accordingly, actual numbers may differ from those set out in this Bidder's Statement.

Defined terms

A number of defined terms are used in this Bidder's Statement. Unless the contrary intention appears, the context requires otherwise or words are defined in Section 15 of this Bidder's Statement, words and phrases in this Bidder's Statement have the same meaning and interpretation as in the Corporations Act.

Key Dates and other information

Key Dates

Share registrar for the Offer

Boardroom Pty Limited

Level 8, 210 George Street

Sydney NSW 2000 

UK Receiving Agent for the Offer

To be confirmed

South African Transfer Secretaries

Computershare Investor Services Proprietary Limited

1st Floor, Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

(Private Bag X9000, Saxonwold, 2132, South Africa)

Goldway Offer Information Lines

Goldway Australian Offer Information Line

Goldway UK Offer Information Line

Goldway South Africa Offer Information Line

Table of contents

Letter from Goldway Capital Investment Limited

Letter to MCM Shareholders

2 February 2024

Dear MCM Shareholder,

On behalf of Goldway, I am pleased to enclose an Offer to acquire all of the MCM Shares not currently held by the Consortium (who are parties to the Joint Bid Deed with Goldway in respect of making this Offer, and are the shareholders in Goldway), at a price of A$0.16 per MCM Share.

As at the date of this Bidder's Statement, the Consortium holds approximately 64.30% of the MCM Shares. If following completion of the Offer, the Bidder Parties together own or control at least 75% of the issued shares in MCM but have not met the conditions to proceed to compulsorily acquire the remaining MCM Shares under the Corporations Act, the Bidder Parties intend to delist MCM from the official lists of the ASX, JSE and AIM subject to obtaining the necessary South African Reserve Bank approval in respect of the JSE listing.

Goldway believes the Offer delivers an attractive premium for MCM Shareholders. The Company continues to experience quarter on quarter cash burn with a large debt position and an on-going and longstanding need for considerable equity financing or financings. The Offer allows MCM Shareholders the opportunity to realise liquidity for their shareholding, avoid future dilution and achieve certainty in value in the form of cash consideration without the need to incur brokerage costs. By ACCEPTING the Offer, you will receive a simple and attractive cash exit from your investment in MCM.

The full terms and conditions of the Offer are set out in Section 13 of this Bidder's Statement.

Compelling offer to MCM Shareholders

The Offer represents:

The Offer values MCM's equity at approximately A$65.3 million (approximately ZAR803 million or £33.8 million)[1] and assumes the number of ordinary shares on issue is 407,890,744 and no further issue of shares occurs.

The Offer represents an enterprise value of the business of approximately A$75.5 million (approximately ZAR928 million or £39.1 million)[2] assuming a net debt position of the Company of approximately A$10.25 million (approximately ZAR126 million or £5.3 million)[3].

Goldway believes the Offer represents a compelling opportunity for MCM Shareholders to realise liquidity for their shareholding at a premium. Goldway believes a public listing is no longer in the best interest of MCM Shareholders for the following reasons, including:

In light of the above, Goldway believes that the likelihood of another bidder emerging with a superior proposal is low.

By accepting this Offer in respect of all their MCM Shares, MCM Shareholders will no longer be exposed to potential significant funding and operational risks (including the risk of further dilution) that they are potentially exposed to by remaining a MCM Shareholder.

Additionally, the trading price of MCM Shares may fall if the Offer is unsuccessful, limited trading volumes may inhibit your ability to dispose of Your MCM Shares on market, and the value of your shareholding will continue to be subject to market volatility.

Next steps

We encourage you to read this document carefully and in full, and to accept the Offer for the reasons outlined in this Bidder's Statement.

To accept the Offer, please follow the instructions on the accompanying Acceptance Form as relevant to your jurisdiction.

If you require additional assistance and:

Calls from outside Australia, the United Kingdom and/or South Africa not made to the local lines provided will be charged at the applicable international rate. Please note that the above calls may be recorded.

Yours sincerely,

Jun Liu, Director

Goldway Capital Investment Limited

Bidder's Statement

The following is only a summary of the Offer and is qualified by the detailed information contained in this Bidder's Statement.

You should read this Bidder's Statement in full before deciding how to deal with Your MCM Shares. If you have any doubt as to how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately.

The terms and conditions of the Offer are contained in Section 13 of this Bidder's Statement.

The Offer is A$0.16 cash for each MCM Share. The all cash consideration being offered by Goldway is a compelling offer and represents a:

Goldway is offering all cash consideration for Your MCM Shares. No securities will be offered as part of the consideration. If you accept the Offer and the Offer becomes unconditional, you will:

The Offer provides an opportunity to dispose of any or all of Your MCM Shares, and to realise full and certain value for your entire MCM holding. The certainty of Goldway's cash Offer should be compared to the risks and uncertainties of remaining a MCM Shareholder.

The activities report for the quarter ended 31 December 2023 showed cash burn of approximately US$1.75 million, in addition to the cash burn of approximately US$3.5 million the previous quarter. With only US$3.4 million cash at 31 December 2023 and debt of more than US$10.1 million (plus accruing interest), it is anticipated MCM will require an equity raise in the near term which will have a significant dilutive effect on current shareholders who decide not to participate.

Further, notwithstanding the immediate need to repair the balance sheet, MCM will require significant future funding to develop and unlock any value from its asset base. MCM's flagship project Makhado has a peak funding requirement of approximately US$98 million which is more than 250% of the current market capitalisation of MCM.

The Offer provides an opportunity for MCM Shareholders to sell their MCM Shares ahead of the anticipated dilution future dilution and considerable funding / balance sheet risks facing the Company.

MCM Shares are an illiquid security. Over the course of 2023, the average daily liquidity in MCM on the ASX has been approximately A$5,300. As of 1 February 2024, a total of approximately A$2,300 has traded on the ASX in 2024. Similarly, low levels of liquidity are evident on both the JSE and AIM.

MCM Shareholders bear the cost of the considerable administrative costs being listed on three exchanges. The last quarter (December quarter) showed administrative costs of approximately US$2.5 million (A$3.8 million) and US$3.6 million (A$5.5million) in the September quarter.

Despite being listed on three exchanges, MCM has been unable to secure funding from parties outside of the Consortium.

The costs of remaining listed far outweigh the benefits for MCM Shareholders. 

MCM's core business is centred around small scale thermal and steelmaking coal production and development. Despite record coal prices, MCM continues to experience quarter on quarter cash burn. Larger scale production is required for the business to generate sufficient cashflows and financial stability.

The global 'green energy' theme continues to gather momentum which makes it considerably more challenging to attract external capital on reasonable terms to fund growth.

Furthermore, MCM's listed peer group has seen a devaluation of trading multiples in recent years due to investor preference for 'green energy' investment opportunities. 

As at the date of this Bidder's Statement, the Consortium holds 64.30% of MCM Shares. If the Offer becomes unconditional, the Bidder Parties will have a relevant interest of at least approximately 82.19% in MCM Shares which means all MCM Shareholders, other than the Consortium members, will be minority shareholders in MCM.

Being a minority shareholder in MCM may have the following implications:

If Goldway becomes entitled to compulsorily acquire your MCM Shares, it may exercise that right. If your MCM Shares are compulsorily acquired, you will still receive the Offer Price, but at a later time than you would have received it if you had accepted the Offer.

The Offer is at a premium to the recent trading prices of MCM Shares prior to the announcement of the Offer.

If the Offer is unsuccessful and there is no other offer made for Your MCM Shares, the trading price of MCM Shares may fall and trade at levels even lower than the prices immediately prior to the announcement of the Offer.

The Offer is the only offer available for any or all of Your MCM Shares as at the date of this Bidder's Statement.

As at the date of this Bidder's Statement, Goldway believes that the likelihood of another bidder emerging with a superior proposal is low, given the cash premium offered, the Consortium's holding approximately 64.30% of MCM Shares and the significant capital expenditure required to develop project Makhado as outlined in Section 2.3.

Goldway is a Hong Kong investment vehicle representing the interests of the Consortium. It was incorporated on 1 July 2023. The principal activity of Goldway is to acquire MCM Shares under the Offer.

The Consortium is made up of independent institutional shareholders, family offices and individuals.

The shareholding of each Consortium member in Goldway is set out below:

The shareholding of each Consortium member in MCM, and their relationship with the MCM Board, is set out below.

Mr Jun Liu is the sole director of Goldway.

Mr Jun Liu

Mr Jun Liu is a pioneer of Chinese investment in Africa. In 1995, Mr Liu founded Eagle International Group Holdings and later established Qingdao Eagle Canyon Real Estate Company Limited in China. Mr Jun Liu's business interests span across a number of sectors including real estate, finance, energy and mining. Mr Liu's mining interests include large scale gold and lithium operations in Zimbabwe and his combined substantive equity interest in MCM together with his partner, Ms Yi He.

Mr Ontiretse Mathews Senosi and Ms Yi (Christine) He have authority to represent and act on behalf of Goldway pursuant to the Joint Bid Deed.

Mr Ontiretse Mathews Senosi

Mr Senosi is a qualified mining engineer (University of the Witwatersrand) with over 25 years' experience in mining and project execution. Mr Senosi gained experience at Anglo Coal before successfully pursuing personal business interests in mining, engineering and consulting as well as civil and construction projects, and was a key contributor in the successful execution of numerous coal mining projects. Mr Senosi has extensive experience in opencast and underground coal mining and is the CEO of the Overlooked Mining Group which produces over 7.5 million tonnes per annum of thermal coal for the export and domestic markets.

Ms Yi (Christine) He

Ms He has a bachelor's degree in English Literature from Sichuan University and over 20 years' experience at senior management level. Her broad commercial experience includes, amongst others, the financing, development and execution of large construction and mining projects as part of the CRI Eagle Group. Ms He has extensive interests, direct and indirect, in mining in Southern Africa.

MCM (listed on the ASX as a primary listing, AIM and JSE as secondary listings) is a coal exploration and development company, with metallurgical and thermal coal assets located exclusively in South Africa. South Africa has limited metallurgical coal with South Africa's steel manufacturing industry being dependent on imported product.  More information about MCM is available on its website: https://www.mcmining.co.za/

MCM has two small scale operating collieries and large undeveloped coal resources at Makhado and The Greater Soutpansberg Projects.

The Uitkomst Colliery (84% owned by MCM) produces coal that can be sold as pulverised coal for injection for use in the steel industry or an export quality thermal coal. Uitkomst currently has 22.2Mt of mineable coal in situ. Uitkomst sold 102.266t of coal last quarter.

The Vele Aluwani Colliery (100% owned by MCM) is situated in the Limpopo province of South Africa and was originally planned as a semi-soft coking coal and thermal coal mine. The colliery was recommissioned in late December 2022 with all mining and processing outsourced to Hlalethembeni Outsourcing Services (Pty) Ltd (HOS). The contractor delivered 48,268 tonnes of thermal coal last quarter. Recently, HOS has experienced operational challenges in achieving the targeted output of 60,000 tonnes of saleable coal per month.

MCM's flagship asset is Makhado (68% owned by MCM) which is an undeveloped thermal and hard coking coal project situated in the Limpopo province of South Africa. It spans an area of over 60km² across five farms in the Soutpansberg coalfield in the Limpopo province. During 2015, MCM agreed to sell 20% of the project to the Makhado Colliery Community Development Trust, comprising seven beneficiary communities. An agreement was also signed with an industrialist, facilitating his acquisition of a 6% interest in Makhado, and the IDC acquired a 6.7% shareholding in terms of its existing loan facility. Subject to obtaining financing for the US$98 million development cost, the Makhado Project has all the regulatory permits and owns the necessary surface rights required to commence mining operations. Further details relating to the Makhado Project are outlined below:

The Greater Soutpansberg Projects (74% owned by MCM) are thermal and coking coal projects situated to the north of the Soutpansberg Mountains in the Limpopo province of South Africa. It has a combined total resource of 7.2 billion gross tonnes in situ and 1.7 billion mineable tonnes in situ of both thermal and coking coal products.

As at the date of this Bidder's Statement, the MCM Board comprises the following directors:

Mr Gomwe holds the qualifications of Chartered Accountant (Zimbabwe) B Acc (UZ) MBL(UNISA). He is a businessman with over 35 years' experience in metals and mining industries. He is the former Chief Executive Officer (CEO) of Anglo American Plc's global Thermal Coal business, whose responsibilities included oversight over Anglo's Manganese interests in the joint venture with BHP. He served as Executive Director of Anglo American South Africa until August 2012. His career included roles as Head of Group Business Development Africa, Finance Director and Chief Operating Officer of Anglo American South Africa.

Previously, Godfrey was Executive Chairman and Chief Executive of Anglo American Zimbabwe Limited. He also served on a number of Anglo American operating Boards and Executive Committees including Kumba Iron Ore, Anglo American Platinum, Highveld Steel & Vanadium and Mondi South Africa, the latter two in the capacity of Chairman. Prior to joining Anglo American in 1999, Godfrey held many leadership positions and directorships in listed and unlisted companies.

Mr Nene holds a B Comm. (Hons) from the University of the Western Cape, Certificate in Economics (UNISA) and a Certificate in Macro and Microeconomics (University of London). He is a former Minister of Finance, in the Republic of South Africa. Previously, he served as Deputy Minister of Finance and Chairman of the Public Investment Corporation, the largest institutional investor in South Africa. During his years in public office he represented South Africa at a number of Multilateral Institutions (IMF, World Bank, G20, BRICS, Commonwealth and the AfDB). Prior to this he held senior positions in financial services at Metropolitan Life. He served as Chairman of the Supervisory Board of Arise BV (Dutch based investment company with a focus on Africa), Non-executive Chairman of Thebe Investment Corporation and is a former director of Access Bank. He also served as Interim Director and Head of Wits Business School and Honorary Adjunct Professor: Wits Business School. He is the Chairman of the Old Mutual Super Fund.

Mr Chee Sin is an Accredited Tax Practitioner with the Singapore Institute of Accredited Tax Professionals and is also a Chartered Accountant with the Institute of Singapore Chartered Accountants. He has more than 17 years of extensive experience in international and local corporate taxation and co-founded Pinnacle Tax Services Pty Ltd (Pinnacle Tax) in 2004. Prior to joining Pinnacle Tax, he held the position of Director of Corporate Tax with KPMG and has coordinated various advisory projects, including cross-border fund structures, corporate restructurings, treasury and mergers and acquisitions.

Mr He holds a Bachelor's degree in Business Administration from Sichuan University and is currently Marketing and Public Relations Executive for Pan African Mining Pvt. Ltd. Between 2012 and 2015, Brian worked as Managing Director of Real Gain Investment Pvt. Ltd and was responsible for infrastructure and construction market development, as well as overseas market investments. He has previously served as Construction Manager for CRI - Eagle Investments (Pty) Ltd and Eagle Canyon Investments (Pty) Ltd.

Ms He has a bachelor's degree in English Literature from Sichuan University and over 20 years' experience at senior management level.

Her broad commercial experience includes, amongst others, the financing, development and execution of large construction and mining projects.

Mr Hoskin is a qualified Mining Engineer and holds a Master of Applied Science (Mining Geomechanics) as well as a master's degree in Business Administration.

During his 38 years working as a professional engineer, Mr Hoskin has been exposed to resource evaluation and project delivery and has managed mining operations as well as the construction of metallurgical and thermal coal mines and ports.

Mr Hoskin has developed numerous mining projects in Australia, driving them up the value-curve from exploration to feasibility stage and ultimately, construction of the coal mine. He has extensive mine management experience and has also optimised established mines, ensuring improved returns for stakeholders.

Mr Mifflin obtained his BSc. (Hons) Mining Engineering from Staffordshire University and has a Master's Degree in Business Administration. Andrew has over 30 years' experience specifically in the coal mining arena. His experience spans various organisations such as British Coal Corporation, Xstrata and more recently GVK Resources. He has gained in depth knowledge of coal operations, both thermal and hard coking coal as well as in project development.

Mr Mosehla is a Chartered Accountant (South Africa) and completed his articles with KPMG. Khomotso worked at African Merchant Bank Limited for five years where he gained a broad range of experience, including management buy-out, leveraged buy-out and capital restructuring/raising transactions. In 2003, he established Mvelaphanda Corporate Finance for the development of Mvelaphanda's mining and non-mining interests. Mr Mosehla served as a director on the boards of several companies, including Mvelaphanda Resources Limited and was the CFO of The Housing Development Agency until March 2021. Mr Mosehla served as a Chairman of Northam Platinum Limited as well as Zambezi Platinum Limited until June 2021.

Mr Senosi is a qualified mining engineer (University of the Witwatersrand) with over 25 years' experience in mining and project execution. He gained experience at Anglo Coal before successfully pursuing personal business interests in mining, engineering and consulting as well as civil and construction projects, and was a key contributor in the successful execution of numerous coal mining projects. Mr Senosi has extensive experience in opencast and underground coal mining and is the CEO of the Overlooked Mining Group which produces over 7.5 million tonnes per annum of thermal coal for the export and domestic markets. He represents the Senosi Group Investment Holdings (Pty) Ltd, MCM's single largest shareholder.

MCM's last published annual financial statements are for the financial year ended 30 June 2023, as lodged with the ASX on 31 October 2023 (2023 Financial Statements).

Goldway is not aware of any changes to MCM's financial position since the release of the 2023 Financial Statements, other than from announcements made by MCM to the ASX up to the date prior to the date of this Bidder's Statement.

Being a company listed on the ASX, MCM is subject to periodic and continuous disclosure requirements under the Corporations Act and Listing Rules. For information regarding the financial position of MCM and its affairs, you should refer to the full range of information that has been disclosed by MCM pursuant to these obligations.

MCM is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Specifically, as a listed company, MCM is subject to the ASX Listing Rules, the JSE Listings Requirements and the FCA Handbook which require continuous disclosure of any information MCM has concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

ASX maintains files containing publicly disclosed information about all listed companies. The MCM file is available for inspection at the ASX during normal business hours.

In addition, MCM is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by MCM may be obtained from, or inspected at, an ASIC office.

A substantial amount of information about MCM (including copies of its financial statements) is available in electronic form from the ASX website (https://www.asx.com.au/) or MCM's website (https://www.mcmining.co.za/).

According to the documents provided by MCM to ASX, as at the date of this Bidder's Statement, MCM has the following securities on issue:

According to the documents provided by MCM to ASX, MCM has a number of unquoted Options and Performance Rights on issue.

The Options are granted under MCM's employee share option plan (which was first adopted in 2009) (ESOP).

The Performance Rights are granted under MCM's performance rights plan which was originally adopted in 2015 to assist with the attraction, motivation and retention of senior employees and directors of MCM and its subsidiaries and to align the interests of those senior employees and directors of MCM and its subsidiaries with the interests of MCM Shareholders (Performance Rights Plan). An updated Performance Rights Plan was adopted at MCM's 2021 annual general meeting.

As at the date of this Bidder's Statement, the following persons are substantial MCM Shareholders:

Goldway has no legal or beneficial interest in any MCM Shares or other securities (except for the relevant interest arising under the Joint Bid Deed) as at the date of this Bidder's Statement.

Neither Goldway nor any Associate of Goldway has provided, or agreed to provide, consideration for MCM Shares under any purchase or agreement during the 4 months before the date of this Bidder's Statement.

Neither Goldway nor any Associate of Goldway, has during the period of four months ending on the day immediately before the date of the Offer, given, offered or agreed to give, a benefit to another person which was likely to induce the other person, or an Associate of the other person, to:

and which benefit is not being offered to all MCM Shareholders under the Offer.

The consideration for the acquisition of the MCM Shares by Goldway to which the Offer relates will be satisfied by the payment of cash.

Based on the number of MCM Shares on issue as at the date of this Bidder's Statement, the total number of MCM Shares which could be acquired by Goldway under the Offer is 145,599,792. The consideration payable under the Offer per MCM Share is A$0.16.

Accordingly, the maximum amount of cash that Goldway could be required to pay under the Offer is A$23,295,966.72 (Maximum Offer Amount), excluding transaction costs.

The Maximum Offer Amount will be provided to Goldway pursuant to the debt commitment letter between Goldway, SGIH and Eagle Canyon described in Section 6.2(b) below (Commitment Letter).

The Maximum Offer Amount has been transferred by SGIH and Eagle Canyon to the trust account of Morgans Financial Limited and to the trust account of Werksmans Attorneys and will be held on trust for and made freely available to Goldway for the purposes of paying the consideration under the Offer.

The proportion of the Maximum Offer Amount held in the trust account of Morgans Financial Limited is intended to be used to settle acceptances received from MCM Shareholders whose shares are quoted on the ASX and AIM. The proportion of the Maximum Offer Amount held in the trust account of Werksmans Attorneys is intended to be used to settle acceptances received from MCM Shareholders whose shares are quoted on the JSE.

If Goldway wishes to utilise any part of the Maximum Offer Amount held in the trust account of Werksmans Attorneys to settle acceptances received from MCM Shareholders whose shares are quoted on the ASX or AIM, it will only do so with the approval of the SARB. No approval from the SARB is required if this is not the case. 

Goldway has a legally binding and irrevocable debt commitment from SGIH and Eagle Canyon. Key terms of the Commitment Letter are set out below.

On the basis of the arrangements outlined above, Goldway believes it has a reasonable basis for holding the view, and it does hold the view, that it will be able to satisfy its obligations to fund the Maximum Offer Amount as and when it is due and payable under the terms of the Offer.

The Bidder Parties have entered into a Joint Bid Deed. Key terms of the Joint Bid Deed are summarised in Section 7.2. 

A copy of the Joint Bid Deed was annexed to the Form 603 Notice of Initial Substantial Holder given to ASX by the Bidder Parties on 18 December 2023, which is available in electronic form from www.asx.com.au.

On 18 December 2023, the Bidder Parties entered into a Joint Bid Deed. Under the Joint Bid Deed, the Bidder Parties agreed the structure and terms of the Offer, the method which they will co-operate to complete the Offer, the framework for the resolution of all commercial, financial and legal issues in relation to the Offer, and the rights and obligations of each party in respect of the Offer.

Key terms of the Joint Bid Deed are summarised below.

The Consortium has agreed that shares in Goldway will be owned by the Consortium members (or their nominees) in respective proportions according to their relevant interest in MCM.

The Consortium acknowledges that Ontiretse Mathews Senosi and Yi (Christine) He will carry out all negotiations on behalf of the Consortium in relation to the Offer from the commencement of negotiations until termination of the Joint Bid Deed. The Consortium will be bound by any act, omission, transaction or arrangement made by Ontiretse Mathews Senosi and Yi (Christine) He on behalf of the Consortium.

If a person who is not a Related Body Corporate or otherwise associated with a Consortium member makes or varies a takeover bid for MCM Shares (Rival Bid) and that Rival Bid:

the Consortium members must meet as soon as practicable to discuss and agree on how to respond to the Rival Bid.

The Joint Bid Deed will terminate on the earlier of:

Goldway has been established for the purpose of making the Offer and acquiring MCM Shares under the Offer. Accordingly, the intentions of Goldway are the same as the intentions of the Bidder Parties.

This Section 8 sets out Goldway's intentions in relation to the following:

Those intentions have been formed on the basis of facts and information concerning MCM, and the general business environment, which are known at the time of preparing this Bidder's Statement. The intentions of Goldway and the Bidder Parties may change in the light of information, facts and circumstances not currently known to them.

This Section 8.2 describes Goldway's intentions if Goldway acquires a relevant interest in 90% or more of the MCM Shares, and so becomes entitled to proceed to compulsory acquisition of any outstanding MCM Shares in accordance with Part 6A.1 of the Corporations Act. In that circumstance, Goldway's current intentions are as follows:

In addition, if Goldway becomes entitled at some later time to exercise the general compulsory acquisition rights under Part 6A.2 of the Corporations Act, it may exercise those rights.

If an application is made for MCM's admission to trading on AIM to be cancelled, it is expected that MCM's cancellation of admission to trading on AIM will take place no earlier than 20 Business Days after the date on which Goldway has, by virtue of its shareholding and acceptances of the Offer, acquired, or agreed to acquire, 75 per cent of the voting rights attaching to the MCM Shares. Cancellation of admission to trading on AIM is likely to significantly reduce the liquidity and marketability of any MCM Shares in respect of which the Offer has not at such time been accepted.

If Goldway exercises the general compulsory acquisition rights under Part 6A.1 and/or Part 6A.2 of the Corporations Act, in respect of the JSE listing, it is anticipated that the JSE will initiate a termination of MCM's listing on the basis that MCM does not meet the JSE public shareholder spread requirements and is therefore not eligible for an ongoing primary listing on the JSE. Goldway and the Bidder Parties will not object to such a delisting by the JSE and will provide the necessary support to arrange for such the termination of the listing on the JSE. If Goldway does not exercise the general compulsory acquisition rights under Part 6A.1 and/or Part 6A.2 of the Corporations Act, but MCM nonetheless does not meet the requirements for a primary listing on the JSE, which requires, inter alia, that 10% or more of the MCM Shares be held by the public (as defined in section 4.25 of the JSE Listings Requirements), MCM Shares will not be eligible for a primary listing on the JSE and the JSE may in any event initiate a termination of MCM's listing on the JSE. In this case, MCM will be afforded an opportunity to make representations to the JSE in this regard. Goldway and the Bidder Parties will not be in support of a continued listing on the JSE. The Bidder Parties will request the JSE to terminate MCM's secondary listing on the JSE on the date which coincides with the termination of the primary listing on the ASX, subject to obtaining the necessary South African Reserve Bank approval.

MCM Shareholders are advised that in the event that MCM is delisted from the JSE but the Offeror does not acquire 100% of MCM Shares in issue, the unlisted MCM Shares will constitute a foreign asset for Exchange Control purposes. MCM Shareholders that do not wish to or are unable to accept the Offer should establish whether they will be permitted to continue to hold MCM Shares post such delisting and/or whether they require any additional Exchange Control approvals to do so and should ensure that the requisite approvals are secured before such delisting is effected.

After the Offer Period, Goldway intends to undertake a general review of MCM's operations covering strategic, financial and operating matters. As a part of this review, Goldway intends to evaluate the future operations of MCM. The Bidders do not intend to make major changes to the core assets and operations of MCM other than to progress financing and development of its projects. As a major supplier into the South African steel and energy sectors respectively, Goldway maintains that MCM, as a private company, will continue to contribute positively to the South African economy. Goldway will focus on financing the development and construction of the flagship Makhado Project after the Offer process to ensure the sustainable future of the company.

After the Offer Period, Goldway intends to ensure that the operations of MCM are optimised to meet the needs of the expanded business with the development and construction of the Makhado and Vele projects. This may require reviewing and restructuring of staff operations to meet the skills requirements of the business with any such restructuring favouring retaining current employees where there is a skills match.

This Section 8.3 describes Goldway's intentions if MCM becomes a controlled entity of the Bidder Parties, but Goldway is not entitled to proceed to compulsory acquisition in accordance with Part 6A.1 of the Corporations Act.

In that circumstance, Goldway's current intentions are as follows:

ASX requirements

In this regard, ASX guidance indicates that the usual conditions that ASX would expect to be satisfied in order for it to approve the removal of MCM from the official list in the context of a successful takeover bid include but is not limited to:

and, in such case, the ASX will not usually require Goldway to obtain MCM Shareholder approval to remove MCM from the official list of the ASX.

In addition, ASX may, even if the above conditions are not satisfied, approve an application for MCM to be removed from the official list of the ASX with MCM Shareholder approval and, where such removal is sought later than 12 months after the close of the Offer, subject to the ASX's discretion, the Bidder Parties may be entitled to vote on the resolution approving the removal.

If MCM is removed from the official list of the ASX, there may be risks related to remaining as a minority shareholding in MCM. These include reduced or non-existent liquidity if MCM Shareholders wish to sell their MCM Shares.

AIM requirements

With respect to MCM's admission to trading on AIM, if the Offer becomes or is declared unconditional, and valid acceptances in respect of MCM Shares which, together with MCM Shares acquired, or agreed to be acquired, before or during the Offer by Goldway, represent not less than 75 per cent of the voting rights attaching to the MCM Shares, Goldway may procure that MCM will make an application to cancel the admission of the MCM Shares to trading on AIM. If such application is made, it is expected that cancellation of admission to trading on AIM will take place no earlier than 20 Business Days after the date on which Goldway has, by virtue of its shareholding and acceptances of the Offer, acquired, or agreed to acquire, 75 per cent of the voting rights attaching to the MCM Shares.

If the Offer becomes or is declared unconditional, and valid acceptances in respect of MCM Shares which, together with MCM Shares acquired before or during the Offer by Goldway, represent not less than 75 per cent of the voting rights attaching to the MCM Shares, Goldway may procure that, at a meeting of MCM Shareholders, a vote is held on a resolution that MCM make an application to cancel the admission of the MCM Shares to trading on AIM.

JSE requirements

If MCM is not eligible for a primary listing on the JSE, the JSE may initiate a termination of MCM's listing on the JSE. In this case, MCM will be afforded an opportunity to make representations to the JSE in this regard. Goldway and the Bidder Parties will not be in support of a continued listing on the JSE.

In order to be eligible to qualify for a primary listing on the JSE, MCM must, inter alia, comply with the requirement that 10% of MCM Shares must be held by the public (as defined in section 4.25 of the JSE Listings Requirements). In the event that MCM does not qualify for a primary listing on the JSE (for instance MCM does not meet the minimum spread requirements of the JSE) the JSE may, following consultation with MCM, terminate MCM's listing on the basis that MCM no longer qualifies for a listing on the JSE.

MCM Shareholders are advised that in the event that MCM is delisted from the JSE but the Offeror does not acquire 100% of MCM Shares in issue, the unlisted MCM Shares will constitute a foreign asset for Exchange Control purposes. MCM Shareholders that do not wish to or are unable to accept the Offer should establish whether they will be permitted to continue to hold MCM Shares post such delisting and/or whether they require any additional Exchange Control approvals to do so and should ensure that the requisite approvals are secured before such delisting is effected.

It is possible that, even if Goldway is not entitled to proceed to compulsory acquisition of minority holdings after the end of the Offer Period under Part 6A.1 of the Corporations Act, it may subsequently become entitled to exercise rights of general compulsory acquisition under Part 6A.2 of the Corporations Act, for example, as a result of acquisitions of MCM Shares in reliance on the '3% creep' exception in item 9 of section 611 of the Corporations Act. If so, it intends to exercise those rights.

To the extent that the listing is not terminated by the JSE following the Offer, either because MCM continues to qualify for a primary listing on the JSE, or the JSE has, in consultation with MCM, dispensed with its requirements (which dispensation Goldway and the Bidder Party does not support), MCM's listing on the JSE can be terminated in compliance with section 1.14 - 1.16 of the JSE Listings Requirements, which requires that an offer must be made to all MCM Shareholders, which offer must be fair, as determined by a JSE approved independent expert. The delisting must also be approved by at least 75% of the votes of all MCM Shareholders present or represented at such meeting, excluding Goldway, its associates and any party acting in concert with Goldway.

In the event that MCM is delisted from ASX and AIM but not the JSE, MCM will have a primary listing on the JSE and will be required to comply with the JSE Listings Requirements in full.

After the end of the Offer Period, Goldway intends to propose to the MCM Board that an immediate, broad based review of MCM's operations be conducted on both a strategic and financial level. The Bidders do not intend to make major changes to the core assets and operations of MCM other than to progress financing and development of its projects.

Goldway intends, subject to the approval of the MCM Board, to participate in this review.

MCM is currently a loss-making business and has not paid any dividends since its ASX listing. Given MCM's historical capital funding requirements and ongoing cash needs, Goldway does not intend to be supportive of any dividend payments being made for the foreseeable future.

The ability of Goldway to implement the intentions set out in this Section 8 will be subject to the legal obligations of MCM directors to have regard to the interests of MCM and all MCM Shareholders, and the requirements of the Corporations Act and the Listing Rules relating to transaction between related parties. Goldway will only make a decision on the above mentioned courses of action following legal and financial advice in relation to those requirements.

Subject to the matters described in this Section 8 and elsewhere in this Bidder's Statement and, in particular, the completion of the strategic review of MCM's operations, it is the intention of Goldway, on the basis of the facts and information concerning MCM that are known to it and the existing circumstances affecting the assets and operations of MCM at the date of this Bidder's Statement, that:

The intentions and statements of future conduct set out in this Section 8 must be read as being subject to:

The following is a general description of the Australian income tax, GST and stamp duty consequences for MCM Shareholders of disposing of MCM Shares under the Offer.

The description does not take into account your particular circumstances or needs. You should not rely on the description as advice for your own affairs. You should consult your taxation adviser for detailed taxation advice before making a decision as to whether or not to accept the Offer for Your MCM Shares.

Foreign shareholders will be paid the same cash consideration as stipulated under the Offer. However, the tax implications under the Offer for those foreign shareholders may be different from those relating to Australian resident shareholders.

This summary only applies to MCM Shareholders who hold their MCM Shares on capital account for Australian income tax purposes. In particular, it does not apply to MCM Shareholders who buy and sell shares in the ordinary course of business or who otherwise hold their MCM Shares as revenue assets (as defined in section 977-50 of the Income Tax Assessment Act 1997 (Cth) (ITAA 1997) or as trading stock (as defined in subsection 995-1(1) of the ITAA 1997) for Australian tax purposes.

In addition, this summary does not apply to (non-exhaustive):

This summary also does not address MCM Shareholders that are partnerships or trusts, persons that are partners of such partnerships or persons that are beneficiaries of a trust that is a MCM Shareholder. If a partnership or a trust is a MCM Shareholder, the partners of such partnership or the beneficiaries of such trust should consult their own tax advisers with respect to the Australian taxation consequences to them of the partnership or the trust (as applicable) before accepting the Offer.

The information in this description is based upon Australian taxation law and practice in effect at the date of this Bidder's Statement. It is not intended to be an authoritative or comprehensive analysis of the taxation laws of Australia. The summary does not consider any specific facts or circumstances that may apply to particular MCM Shareholders.

You are advised to seek independent professional advice regarding the Australian tax consequences of disposing of your Shares according to your particular circumstances.

This Section applies to MCM Shareholders who are residents of Australia for Australian income tax purposes and hold their MCM Shares on capital account.

If you are an Australian resident for Australian income tax purposes, the disposal of Your MCM Shares pursuant to the Offer will constitute a CGT event.

The time of the CGT event is when you dispose of Your MCM Shares for CGT purposes. If you accept the Offer, you should be taken to have disposed of Your MCM Shares for CGT purposes when the contract to sell Your MCM Shares comes into existence by accepting the Offer to dispose of Your MCM Shares in accordance with Section 13.5. However, if you do not ultimately dispose of Your MCM Shares, then no CGT event should happen to Your MCM Shares.

If Goldway becomes entitled to compulsorily acquire any outstanding MCM Shares under the Corporations Act and Your MCM Shares are compulsorily acquired, you will be taken to have disposed of Your MCM Shares for CGT purposes on the earlier of:

The disposal of Your MCM Shares will give rise to a capital gain or loss equal to the difference between:

Each MCM Share constitutes a separate CGT asset and, as such, the CGT consequences relating to the disposal of MCM Shares acquired in different parcels at different times will need to be considered.

Your net capital gain for the income year is included in your assessable income for the income year. Broadly, your net capital gain for an income year is the total of all of the capital gains made during the income year less capital losses made in the income year and available net capital losses made in previous income years. That amount may be reduced further by other concessions, particularly under the discount capital gains tax rules discussed below.

If you make a capital loss from the disposal of Your MCM Shares, the capital loss may be used to offset capital gains made in the same or subsequent years of income (subject to satisfying any applicable carry forward loss conditions) but cannot be offset against ordinary income, nor carried back to offset net capital gains arising in earlier income years.

If Your MCM Shares that you dispose of were acquired at or before 11.45 am (ACT time) on 21 September 1999, for the purpose of calculating a capital gain (but not a capital loss), you may choose that the cost base of those shares be indexed for inflation to 30 September 1999. If you choose indexation to apply, the discount capital gains tax provisions discussed below will not apply.

If you choose the indexation option, capital losses are applied after calculating the capital gain using the indexed cost base.

The choice to apply indexation rather than the discount capital gain provisions must be made by you on or before the day you lodge your income tax return for the income year in which the disposal occurs. The manner in which you complete your income tax return is generally sufficient evidence of your making of a choice.

If you do not choose to apply indexation, the discount capital gain provisions may apply, provided you have held Your MCM Shares for at least 12 months (as discussed further below).

If you are an individual, or you hold Your MCM Shares as trustee of a trust or a complying superannuation fund, and have held Your MCM Shares for at least 12 months before disposal (and have not chosen for indexation to apply, should the choice be available), the discount capital gain provisions should apply as follows:

The discount capital gain provisions do not apply to companies.

Where the discount capital gain provisions apply, any available capital loss will be applied to reduce the nominal capital gain before discounting the resulting net amount by either one half or one third (as applicable) to calculate the net capital gain that is included in assessable income.

This Section 9.3 applies to MCM Shareholders that are not Australian residents for tax purposes and hold their MCM Shares on capital account. It does not apply to MCM Shareholders who have held their MCM Shares at any time in carrying on a business at or through a permanent establishment in Australia.

If you are not a resident of Australia for Australian income tax purposes, you will generally not be subject to CGT on the disposal of Your MCM Shares unless Your MCM Shares are an "indirect Australian real property interest" at the time you dispose of Your MCM Shares for CGT purposes.

Broadly, Your MCM Shares should not be an indirect Australian real property interest as at that time unless the following conditions are satisfied:

A foreign resident shareholder who has previously been an Australian tax resident and chose to disregard a capital gain or loss in respect of their MCM Shares from a CGT event on ceasing to be an Australian tax resident may be subject to Australian CGT consequences on disposal of their MCM Shares.

Foreign resident shareholders should seek their own independent tax advice as to the tax implications of the Offer, including tax implications in their country of residence.

The CGT non-resident withholding tax regime (CGT NRWT) applies to off-market transactions entered into on or after 1 July 2016. Under this regime buyers of securities in certain companies and trusts from foreign residents who are subject to CGT are generally required to pay 12.5% of the purchase price to the ATO as a pre-payment of the seller's tax liability.

Where the provisions are enlivened a selling shareholder can apply to the ATO in advance to have the rate of withholding varied down (including down to zero).

The amount of CGT NRWT is required to be paid by the buyer to the ATO on or before completion of the transaction. The seller generally gets a credit against its Australian tax for the amount paid by the buyer to the ATO.

Where Goldway considers that the provisions may be enlivened in respect of you, it will use reasonable endeavours to contact you so that you have the opportunity to provide a notice to Goldway that:

If you do not provide such declaration or Goldway knows it to be false it will withhold 12.5% of the consideration offered by it and remit that to the ATO.

The disposal of Your MCM Shares in return for cash under the Offer should not attract GST. To the extent that you incur GST on acquisitions which you make in connection with the Offer (such as adviser fees), you may not be entitled to an input tax credit or only be entitled to a reduced input tax credit for that GST, depending on your particular circumstances.

You should not be liable for any stamp duty on the disposal of Your MCM Shares in return for cash under the Offer. Any stamp duty payable on the disposal of MCM Shares pursuant to the Offer will be paid by Goldway.

MCM Shareholders are specifically informed that the outline below regarding South African taxation considerations:

Each MCM Shareholder should seek or consult their own taxation adviser regarding the consequences of acquiring, holding or disposing of their MCM Shares.

The outline is only an indicative outline of certain South African tax consequences relating to the acceptance of the Offer, and relates only to the position of individual and corporate MCM Shareholders who:

The outline is based on current South African tax legislation and practice currently in force. The outline further does not take into consideration any subjective decisions, mindset or intentions of any MCM Shareholder.

The comments below may not apply to you if you buy and sell shares in the ordinary course of business, if you acquired the MCM Shares for resale at a profit or hold the MCM Shares as trading stock. In those cases, any gain is generally taxed as ordinary income.

However, where you have held the MCM Shares for a period in excess of three years the proceeds from the disposal of your MCM Shares may be deemed to be capital in nature. Where you acquired the MCM Shares for resale at a profit or held them as trading stock, you may be subject to recoveries/recoupments in expenditure or losses previously deducted from your income when you acquired the MCM Shares.

The South African income tax system is based on a residence system for South African tax residents and on a source basis for non-South African tax residents.

If you are an individual, please consult your taxation adviser if you are uncertain whether you qualify as a South African tax resident or not.

A person other than a natural person will be a South African tax resident if it is incorporated, established or formed in South Africa, or has its place of "effective management" in South Africa.

(a) General

MCM Shareholders will be treated as having disposed of their MCM Shares for proceeds equal to the cash consideration received in terms of the Offer. A capital gain will be realised where such proceeds are in excess of the base cost of the MCM Shares and a capital loss will be realised where such proceeds are less than the base cost of the MCM Shares.

(b) Individual South African tax residents

The capital gain arising from the disposal of any MCM Shares (after setting off any capital loss allowed), less the annual capital gains exclusion (ZAR 40,000 for the year of assessment ending 28 February 2024) and after applying the resident's inclusion rate, will be subject to income tax at the individual's marginal rate of tax (maximum of 45 per cent).

Only 40 per cent of the net capital gain is included in taxable income, resulting in a maximum effective rate of tax on capital gains of 18 per cent.

Capital losses may be set off against capital gains realised in the same or any subsequent year of assessment, subject to certain conditions.

(d) Corporate South African tax residents

The taxable portion of a capital gain on the disposal of any MCM Shares, will be subject to income tax at the normal corporate rate of tax (currently 27 per cent). Only 60 per cent of the net capital gain is included in taxable income, resulting in a maximum effective rate of tax on capital gains of 21.67 per cent, where such gains are not distributed by the recipient MCM Shareholder to another resident not being a South African resident company. However, to the extent that the gain is distributed as a dividend by a corporate MCM Shareholder to a non-corporate recipient shareholder, the MCM Shareholder's effective tax rate would take into account the effect of the dividends withholding tax on companies of 20 per cent. This would result in an effective tax rate (for capital gains tax purposes) of 37.34 per cent.

Capital losses may be set off against capital gains realised in the same or any subsequent year of assessment, subject to certain conditions.

(e) Non-South African tax residents

Non-South African tax residents are only subject to capital gains tax in South Africa in respect of:

On the basis that neither of those requirements is met, non-South African tax resident MCM Shareholders will not incur capital gains tax in South Africa on the disposal of their MCM Shares. Please consult your taxation adviser to determine whether any of the requirements is applicable to you. Please note that should you, together with any connected person in relation to you, hold more than 20 per cent or more of the MCM Shares, one of these requirements may be met.

10.4 Securities transfer tax

No securities transfer tax will be payable by MCM Shareholders, who hold MCM Shares on the JSE as a result of accepting the Offer, as the securities transfer tax will be paid by Goldway.

The following statements, which are intended as a general guide only, are based on the United Kingdom tax legislation and published HM Revenue & Customs practice in force and effect at the date of this Bidder's Statement (both of which are subject to change). They summarise certain limited aspects of the United Kingdom taxation treatment of acceptance of the Offer, and they relate only to the position of MCM Shareholders who hold their MCM Shares beneficially as an investment and who are resident in the United Kingdom for taxation purposes. The below comments are intended as a guide only to the general position on United Kingdom taxation of chargeable gains based on current legislation and practice for certain classes of United Kingdom resident MCM Shareholders who accept the Offer and does not relate to persons such as market makers, brokers, intermediaries and persons connected with depositary arrangements or clearance services, to whom special rules apply. If you are in any doubt as to your taxation position or are resident or domiciled in any jurisdiction other than the United Kingdom, you should consult an appropriate independent professional adviser immediately.

Liability to United Kingdom capital gains tax or United Kingdom corporation tax on chargeable gains (as applicable) (each "CGT") will depend upon the individual circumstances of MCM Shareholders.

A MCM Shareholder that accepts the Offer and receives cash under the Offer will make a disposal, or part disposal, of his or her MCM Shares for CGT purposes. Such a disposal may, depending on that MCM Shareholder's individual circumstances (including the availability of exemptions and allowable losses), give rise to a liability to CGT (or an allowable loss).

No UK stamp duty or stamp duty reserve tax should be payable by MCM Shareholders as a result of accepting the Offer.

The Bidder Parties have obtained an exemption from ASIC under section 655A(1) of the Corporations Act exempting the Bidder Parties from section 606 of the Corporations Act in relation to the acquisition of relevant interests arising from the entry into and performance of the Joint Bid Deed. The terms of the ASIC exemption are set out in Annexure A.

The conditions of the ASIC exemption include the following:

12.2 Date for determining holders of MCM Shares

For the purposes of section 633 of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of sub-section 633(1) is the Register Date.

12.3 No collateral benefits

None of the Bidder Parties nor any of their Associates has in the four months before the date of this Bidder's Statement, or in the period between the date of this Bidder's Statement and the date of the Offer, given, offered to give or agreed to give a benefit which is not offered to all MCM Shareholders under the Offer to another person which was likely to induce the other person (or an associate) to accept the Offer or dispose of MCM Shares.

12.4 No escalation agreements

No member of the Bidder Parties, or any of their associates has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act.

12.5 Disclosure of adviser interests

No adviser of the Bidder Parties has a legal or beneficial interest in any MCM Shares or other securities as at the date of this Bidder's Statement.

13. Terms of offer

13.1 Offer

13.2 Offer period

13.3 How to accept this Offer

Acceptance procedure for MCM Shareholders on the MCM Australian Register

(b) Shares held in your name on MCM's issuer sponsored subregister

To accept this Offer for MCM Shares held in your name on MCM's issuer sponsored subregister (in which case your Security Holder Reference Number will commence with 'I'), you may accept this Offer by using a physical Acceptance Form.

To accept this Offer using a physical Acceptance Form, you must:

(c) Shares held in your name in a CHESS Holding

To accept this Offer for MCM Shares held in your name in a CHESS Holding (in which case your Holder Identification Number will commence with 'X'), you may accept this Offer by instructing your Controlling Participant or alternatively, by using a physical Acceptance Form.

Instructing your Controlling Participant

Acceptance Form

Other

(d) MCM Shares of which you are entitled to be registered as holder

(e) Acceptance Form and other documents

Acceptance procedure for holders of MCM Shares on the MCM South African Share Register

(f) MCM Shares held in certificated form

You are entitled to accept the Offer in respect of all or part of your MCM Shares.

You will find enclosed with this Bidder's Statement a yellow SA Acceptance Form for use in relation to the Offer. You should note that, if you hold MCM Shares in certificated form, but under different designations, you should complete a separate yellow SA Acceptance Form in respect of each designation. Further SA Acceptance Forms can be obtained from Computershare at 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa, or by emailing the Computershare at corporate.events@computershare.co.za.

To accept the Offer in respect of all or part of Your MCM Shares, you must complete the yellow SA Acceptance Form and insert the number of MCM Shares in respect of which you are accepting the Offer in the box provided. In all cases, you must complete and sign the yellow SA Acceptance Form in accordance with the instructions printed on the yellow SA Acceptance Form.

You should return the completed yellow SA Acceptance Form (together with your share certificate(s) and any other document(s) of title) by post or by hand (during normal business hours) to Computershare at the address indicated in Section 1.1(a) as soon as possible, and in any event, so as to be received by Computershare not later than the Closing Date, being 7.00pm (Sydney time) / 10.00am (South Africa time) on the Closing Date, (unless extended or withdrawn).

(i) General requirements

If you are an individual, you are requested to sign the yellow SA Acceptance Form in accordance with the instructions printed on it.

Any MCM Shareholder which is a company should execute the yellow SA Acceptance Form in accordance with the instructions printed on it.

MCM Shareholders who are registered on the MCM South African Share Register are referred to Section 13.6(g) which summarises the Exchange Control Regulations in accordance with which the settlement of the consideration will be effected.

Furthermore, such MCM Shareholders who are emigrants from the Common Monetary Area or non-residents of the Common Monetary Area should observe the instructions printed on the yellow SA Acceptance Form.

(ii) Share certificates not readily available or lost

Your completed yellow SA Acceptance Form should be accompanied by the relevant share certificate(s) and/or document(s) of title. If for any reason, your share certificate(s) and/or other document(s) of title is/are not readily available, you should nevertheless complete, sign and return your completed yellow SA Acceptance Form as stated above. You should send with the yellow SA Acceptance Form any share certificate(s) and/or other document(s) of title which you may have available, accompanied by a letter stating that the remaining documents will follow or that you have lost one or more of your share certificates and/or other document of title and such certificate(s) and/or document(s) of title should be forwarded as soon as possible thereafter.

If you have lost your share certificate(s) and/or other document(s) of title, you should contact Computershare at 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa, or by emailing the Computershare at corporate.events@computershare.co.za as soon as possible to request a letter of indemnity for lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned to Computershare at the address indicated under Section 13.3(h). Your acceptance will not be treated as valid until a letter of indemnity has been received.

(g) MCM Shares held in dematerialised form

If you hold your MCM Shares, or any of them, in dematerialised form and you wish to accept the Offer, either in whole or in part, you should instruct, your CSDP or Broker in terms of the custody or mandate agreement concluded between you and the CSDP or Broker, as the case may be. These instructions must be provided in the manner and by the cut-off date and time advised by your CSDP or Broker. MCM Shareholders are accordingly advised to confirm with their CSDP or Broker as to what the cut-off time will be.

Neither Goldway, MCM nor any of its authorised agents take any responsibility nor will they be held liable for any failure on the part of any CSDP or Broker to notify you of the Offer and/or to obtain instructions from you timeously or at all, for whatsoever reason.

You must not complete the attached yellow SA Acceptance Form.

Acceptance procedure for holders of MCM Shares on the MCM United Kingdom Register

(h) MCM Shares held in certificated form

(i) If you hold your MCM Shares in certificated form, you will be Shareholder on the MCM Australian Share Register and you are directed to section 13.3(b) above.

(i) MCM Shares held in uncertificated form (i.e. in CREST)

(i) If your MCM Shares are in uncertificated form, you will be able to accept the Offer via the procedure for Electronic Acceptance through CREST. Goldway is in the process of appointing a UK Receiving Agent in order for this method of settlement to be available and will notify MCM Shareholders of the acceptance procedure applicable for MCM Shares held via UK Depositary Interests in CREST in due course.

13.4 Validity of acceptances

13.5 The effect of acceptance

13.6 Payment of consideration

Settlement of the Offer Consideration for MCM Shares on the MCM Australian Register

Settlement of the Offer Consideration for MCM Shares on the MCM South African Register

Settlement of the Offer Consideration for MCM Shares on the MCM United Kingdom Register

(g) Where an acceptance relates to MCM Shares held in uncertificated form, the cash consideration in pounds Sterling to which an accepting MCM Shareholder is entitled shall be paid by means of a CREST Payment in favour of the accepting MCM Shareholder's payment bank in respect of the cash consideration due, in accordance with CREST assured payment arrangements. Goldway will appoint a UK Receiving Agent, as soon as practicable following the publication date of this Bidder's Statement, and prior to the despatch of the Bidder's Statement and the Offer opening. Following such appointment, further information will be announced regarding how MCM Shareholders on the MCM United Kingdom Register accepting the Offer who holds their MCM Shares in uncertificated form (that is, in CREST) will receive the consideration payable to them. Goldway reserves the right to settle all or any part of the consideration referred to in this paragraph, for all or any accepting MCM Shareholder(s), by cheque, if, for any reason, it wishes to do so, except in circumstances where the accepting MCM Shareholder has informed the UK Receiving Agent (once appointed) in writing prior to the Offer becoming or being declared unconditional that it is unwilling to accept settlement of the consideration by cheque.

13.7 South African Exchange Control Regulations

The following is a summary of the Exchange Control Regulations. It is intended as a guide only and is not a comprehensive statement of the Exchange Control Regulations which may apply to MCM Shareholders in relation to the payment of the consideration consequent to the sale of their MCM Shares. MCM Shareholders who have any queries regarding the Exchange Control Regulations should contact their own professional advisors without delay.

The Exchange Control Regulations provide for restrictions on the export of capital from the Common Monetary Area. The Common Monetary Area consists of South Africa, the Republic of Namibia and the kingdoms of Lesotho and eSwatini. Transactions between residents of the countries comprising the Common Monetary Area and non-residents are subject to Exchange Control Regulations provisions, which are administered by the SARB.

Various reforms have been made to the Exchange Control Regulations with a view to relax the rules pertaining to foreign investment. A considerable degree of flexibility is built into the system and the SARB has substantial discretionary powers in approving or rejecting a specific application that has been submitted through an Authorised Dealer in foreign exchange appointed by the SARB. The relaxations of the provisions of the Exchange Control Regulations are contained in the AD Manual. As provided for in the Exchange Control Regulations, the SARB has also delegated to Authorised Dealers the power to approve certain transactions. The obligations to Authorised Dealers are contained in the AD Manual, which is updated from time to time through the release of circulars by the SARB.

It was announced in the South African 2020 Budget that the Exchange Control Regulations would be replaced with a new capital flow management framework and regulations, which would be implemented within a period of 12 months from the announcement. It was subsequently announced in the South African 2021 Budget on 24 February 2021, that in 2021, National Treasury and the SARB will continue to develop the legislative framework for the new capital flow management system announced in the South African 2020 Budget. It is proposed that the SARB will issue a new set of "Capital Flows Management Regulations" in terms of the Currency and Exchanges Act, No. 9 of 1933, as amended. This framework is being developed with the Financial Intelligence Centre and SARS, but has not yet been finalised. Insofar as the acquisition of your MCM Shares is concluded before the Exchange Control Regulations are replaced, the Exchange Control Regulations will still apply.

It was further stated that the concept of "emigration" as recognised by the SARB would be phased out with effect from 1 March 2021 and be replaced by a verification process. Exchange Control Circular 6/2021 dated 26 February 2021 and Circular 8/2021 dated 21 May 2021 set out the changes in relation to emigrants and changes to the AD Manual with effect from 1 March 2021. Accordingly, the Exchange Control Regulations now distinguish between natural persons who are residents and natural persons who have ceased to be tax resident in South Africa.

Until 28 February 2021, the Exchange Control Regulations read with the AD Manual distinguished between residents, non-residents and emigrants. As of 1 March 2021, under the new framework, natural person residents and natural person emigrants are treated identically in relation to their South African assets. To ensure a smooth transition from the old framework to the new framework, natural persons who applied to be emigrants under the old framework, by obtaining a MP336(b) form that was attested by an Authorised Dealer on or before 28 February 2021, will be dealt with in terms of the exchange control procedures relating to emigration for exchange control purposes prior to 1 March 2021.

For the purposes of the Exchange Control Regulations:

MCM Shareholders who are uncertain as to whether they are residents or non-residents or South African non-tax resident for purposes of the Exchange Control Regulations read with the AD Manual, are advised to approach SARS to request confirmation of their status.

Importantly, there are no restrictions on dealings in securities in foreign companies by residents or natural persons who have ceased to be tax resident in South Africa or emigrants of the Common Monetary Area where those securities are held on the South African share register of the foreign company and listed on the JSE. However, different rules apply to the remittance abroad of the proceeds from the sale of such securities.

(a) Residents of the Common Monetary Area

The consideration payable to a resident in consideration for their MCM Shares is not freely transferable from South Africa and must be dealt with in terms of the Exchange Control Regulations read with the AD Manual.

(b) Emigrants from the Common Monetary Area and natural persons who have ceased to be a tax resident in South Africa

Natural person emigrants of the Common Monetary Area or natural persons who have ceased to be tax resident in South Africa remain subject to exchange controls in relation to securities in foreign companies which are listed on the JSE and held in an account with the natural person emigrant's or non-tax resident's Broker or CSDP, where the account has not been flagged as "non-resident" (in other words, the Broker or CSDP account is designated "resident" or "emigrant).

In terms of current exchange controls, emigrants and persons who have ceased to be tax resident in South Africa may externalise the consideration for the disposal of their MCM Shares by making application to the Authorised Dealer after obtaining the necessary SARS Tax Compliance Status Verification PIN.

(c) All other non-residents of the Common Monetary Area

In the case of a MCM Shareholder who is not a South African tax resident and whose Broker or CSDP account has been flagged "non-resident', the consideration will be transferred to its account with its duly appointed Broker or CSDP and may be freely remitted from South Africa.

As regards the delisting of MCM from the JSE, MCM previously obtained approval from the SARB for the listing of its ordinary shares on the main board of the JSE, which listing is classified as a "inward listing" in terms of the Exchange Control Regulations. All inward listed shares on the JSE, traded and settled in Rand are classified as domestic for purposes of the Exchange Control Regulations. Pursuant to the delisting, subject to obtaining the necessary South African Reserve Bank approval, MCM Shares will no longer be classified as domestic for the Purposes of the Exchange Control Regulations and will again be classified as a foreign asset for the purposes of the Exchange Control Regulations.

MCM Shareholders who wish to continue to hold unlisted MCM Shares should note that following the delisting, the unlisted MCM Shares will constitute a foreign asset for exchange control purposes. MCM Shareholders who do not accept the Offer should establish whether they will be permitted to continue to hold the unlisted MCM Shares post the delisting or whether they require additional exchange control approval to do so and ensure that the requisite approvals are secured before the delisting is effected.

13.8 UK Takeover Code and South African Take-over Regulations

As MCM is incorporated in Australia and is not resident in the UK, Channel Islands or the Isle of Man it is not subject to the UK Takeover Code. Similarly, because MCM is not incorporated in South Africa, it is not subject to the South African Take-over Regulations. Accordingly, this Bidder's Statement has not been prepared in accordance with the requirements of the UK Takeover Code nor the South African Take-over Regulations.

13.9 Conditions of this Offer

Subject to Section 13.10, the completion of this Offer and any contract resulting from acceptance of the Offer is subject to fulfilment of the following defeating conditions:

(a) Minimum acceptance

The Bidder Parties must receive acceptances for at least 50.1% or more of the MCM Shares that they do not have a relevant interest at the commencement date of the Offer.

This is a condition that cannot be waived by the Bidder Parties or any other party.

(b) Conduct of business in the ordinary course and no material acquisitions, disposals or new commitments

Except as proposed in any announcement by MCM to the ASX prior to the Announcement Date:

(c) No material adverse change

Before the end of the Offer Period, no event, change or circumstances occurs, is announced or becomes known to Goldway where that event change or circumstance (either individually or aggregated with other events, changes or circumstances) has had, or could reasonably be expected to have, a material adverse effect on any of the following:

(d) No regulatory actions

During the period from the Announcement Date to the end of the Offer Period (each inclusive):

(i)  there is not in effect any preliminary or final decision, order or decree issued by any Public Authority;

(ii)  no action or investigation is announced, commenced or threatened by any Public Authority;

(iii)  no application is made to a Public Authority (other than by Goldway or their Associates),

in consequence of or in connection with the Offer (other than an application to, or a decision or order of, ASIC or the Takeovers Panel for the purpose or in exercise of the powers and discretions conferred on it by the Corporations Act), which:

(iv)  restrains, prohibits, or impedes or threatens to restrain, prohibit or impeded or may otherwise materially adversely impact upon the making of the Offer, the acquisition of MCM Shares under the Offer, the rights of either of Goldway in their capacity as a shareholder of MCM, or the completion of any transaction contemplated by the Offer or the Bidder's Statement (including any transaction contemplated by the Joint Bid Deed; or

(v)  seeks to require the divesture of any MCM Shares by Goldway; or

(vi)  seeks to require the divesture of any material assets by any MCM Group Entity; or

(vii)  imposes any new terms on, amends the existing terms of or otherwise materially affects the rights held by MCM as at the Announcement Date under any Approval licence, tenement or permit issued by any Public Authority to MCM.

(e) No distributions

Between the Announcement Date and the end of the Offer Period (each inclusive), MCM does not make, determine as payable or declare, or announce an intention to make, determine as payable or declare any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

(f) Non-existence of certain rights

No person has any right (whether subject to conditions or not) as a result of Goldway acquiring MCM Shares to:

(i)  acquire, or require MCM or a subsidiary of MCM to dispose of, or offer to dispose of, any material asset of MCM or a subsidiary of MCM; or

(iI)  terminate or vary any material agreement with MCM or a subsidiary of MCM.

(g) No prescribed occurrences

During the period between the date that the Bidder's Statement is given to MCM and the end of the Offer Period (each inclusive), none of the following events occur:

(h) No prescribed occurrences prior to dispatch

None of the events referred to in Sections 13.9(g)(i) to 13.9(g)(xiii) happens during the period commencing on the Announcement Date and ending at the end of the day immediately preceding the date the Bidder's Statement is given to MCM.

13.10 Nature and operation of the Conditions

13.11 Notice on status of conditions

The anticipated date for giving the notice on the status of conditions required by section 630(1) of the Corporations Act is Friday, 22 March 2024 (subject to extension in accordance with section 630(2) of the Corporations Act if the Offer Period is extended).

13.12 Stamp Duty

Goldway will pay all costs and expenses of the preparation and circulation of this Offer and any Australian stamp duty payable on the transfer of any MCM Shares to Goldway under this Offer.

13.13 Withdrawal

This Offer may be withdrawn with the written consent of ASIC, which consent may be subject to conditions. If ASIC gives such consent, Goldway will give notice of the withdrawal to ASX and to MCM and will comply with any other conditions imposed by ASIC.

13.14 Variation

Goldway may vary this Offer in accordance with the Corporations Act.

13.15 Notices and other communications

Subject to the Corporations Act, a notice or other communication given by Goldway to you in connection with this Offer will be deemed to be duly given if it is in writing and is:

(a) delivered to your address as recorded on the MCM Register or the address shown in any Acceptance Form; or

(b) sent by ordinary mail (or in the case of overseas securityholders, by airmail) to you at either of those addresses.

14. Additional information

14.1 Consents

This Bidder's Statement contains statements made by, or statements based on statements made by, the Bidder Parties and certain of their related entities. Each of them has consented to being named in this Bidder's Statement and has consented to the inclusion of:

(a) each statement it has made; and

(b) each statement which is said to be based on a statement it has made,

in the form and context in which the statements appear and has not withdrawn that consent as at the date of this Bidder's Statement.

This Bidder's Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. Under the terms of ASIC Corporations (Takeover Bids) Instrument 2023/683, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder's Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, and you are a Shareholder on the MCM Australian Register, please call the Goldway Australian Offer Information Line on 1300 737 760 (for calls made within Australia), +61 2 9290 9600 for calls made outside Australia). If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, and you are a Shareholder on the MCM United Kingdom Register, please await further information to be announced by Goldway explaining how you can accept the Offer (which will include details of an information line in the United Kingdom). If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, and you are a Shareholder on the MCM South African Register, please call the Goldway South Africa Offer Information Line on +27 11 305 7346. 

As permitted by ASIC Corporations (Consents to Statements) Instrument 2016/72 (Corporations Instrument 2016/72), this Bidder's Statement may include or be accompanied by certain statements:

(a) which fairly represent what purports to be a statement by an official person; or

(b) which are a correct and fair copy of, or extract from, what purports to be a public official document; or

(c) which are a correct and fair copy of, or extract from, a statement which has already been published in a book, journal or comparable publication.

Morgans has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' financial adviser in the form and context in which it is so named. Morgans has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

Ares Capital Proprietary Limited has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' South African financial adviser in the form and context in which it is so named. Ares Capital Proprietary Limited has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

HWL Ebsworth Lawyers has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' Australian legal adviser in the form and context in which it is so named. HWL Ebsworth Lawyers has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

Werksmans Attorneys has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' South African legal adviser in the form and context in which it is so named. Werksmans Attorneys has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

Hill Dickinson LLP has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' United Kingdom legal adviser in the form and context in which it is so named. Hill Dickinson LLP has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

Boardroom has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' security registrar in the form and context in which it is so named. Boardroom has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

Computershare Investor Services Proprietary Limited has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' South African Transfer Secretaries in the form and context in which it is so named. Computershare Investor Services Proprietary Limited has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

Questco Corporate Advisory has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' JSE transaction sponsor in the form and context in which it is so named. Questco Corporate Advisory has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

14.2 Governing law

(a) The Offer and any contract that results from your acceptance of it are to be governed by the laws in force in Victoria, Australia. 

(b) If you accept this Offer, you:

(i) irrevocably submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia and the courts of appeal from them in respect of any proceedings arising out of or in connection with this Offer; and

(ii) irrevocably waive any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

14.2 No other material information

Except as disclosed elsewhere in this Bidder's Statement, there is no other information that:

(a) is material to the making of a decision by a MCM Shareholder whether or not to accept the Offer; and

(b) known to the Bidder Parties,

which has not previously been disclosed to MCM Shareholders.

15. Glossary and interpretation

15.1 Glossary

The following is a glossary of certain terms used in this Bidder's Statement unless the context clearly requires otherwise.

15.2 Interpretation

In this Bidder's Statement and in the Acceptance Form, unless the context clearly indicates otherwise:

(a)

Approval of Bidder's Statement

This Bidder's Statement has been approved by the directors of Goldway.

Signed for and on behalf of Goldway by Jun Liu, being a director of Goldway, who is authorised to sign by a board resolution of Goldway.

££££££££££•..

Annexure A ASIC Relief Instrument

24-0009

Australian Securities and Investments Commission Corporations Act 2001 - Subsection 655A(1) - Exemption and Declaration

Enabling legislation

1.  The Australian Securities and Investments Commission (ASIC) makes this instrument under subsection 655A(1) of the Corporations Act 2001 (the Act).

Title

2.  This instrument is ASIC Instrument 24-0009.

Commencement

3.  This instrument commences on the date it is signed.

Exemption

4.  ASIC exempts the following persons from section 606 of the Act:

24-0009

The above parties are collectively referred to as the Joint Bidders and each is a Joint Bidder.

Declaration

5.  Chapter 6 of the Act applies to each Joint Bidder as if item 9 of the table in section 611 were modified or varied by inserting at the end of the item:

"In determining a person's voting power in a company 6 months before an acquisition for the purposes of paragraph (b), disregard any relevant interests a person or their associate had in voting shares in the company at that time which were acquired or arose as a result of, or in connection with, any relevant agreement relating to a proposed takeover bid, in respect of which each of which each of the following are satisfied:

(a) The takeover bid was proposed in accordance with the Joint Bid Deed; and

(b) ASIC has provided an exemption from a provision of this Chapter under section 655A with respect to the acquisition of any relevant interest in securities resulting from entry into the Joint Bid Deed".

Where this instrument applies

6. The exemption in paragraph 4 of this instrument applies to an acquisition of a relevant interest in ordinary shares in MC Mining Limited ACN 008 905 388 (MC Mining) arising as a result of the entry by the Joint Bidders into a joint bid deed dated 18 December 2023 (Deed or Joint Bid Deed) for the purposes of the Joint Bidders jointly making, or causing to be made, an off-market takeover bid for all of the fully paid ordinary shares in MC Mining that the Joint Bidders do not own (Joint Bid) where:

(a) The terms of the Deed are the same, in all material aspect, as those announced on the ASX market's announcement platform on 18 December 2023; and

(b) immediately prior to entry into the Joint Bid Deed:

(i) BidCo has a relevant interest in 0.00% of the issued ordinary shares in MC Mining;

(ii) Senosi has a relevant interest in 23.38% of the issued ordinary shares in MC Mining;

(iii)  Dendocept, Pacific Goal, Yi He, Jun Liu and Golden Archer have a relevant interest in 23.37% of the issued ordinary shares in MC Mining;

24-0009

(iv) Shining Capital has a relevant interest in 8.58% of the issued ordinary shares in MC Mining;

(v) YHY Investment has a relevant interest in 5.25% of the issued ordinary shares in MC Mining;