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Disposal of Blue Ridge Platinum Ltd & Withdrawal of Cautionary Announcement
MANTENGU LIMITED
(formerly Mantengu Mining Limited)
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")
DISPOSAL OF BLUE RIDGE PLATINUM (PTY) LTD AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
In compliance with paragraph 8.14 of the JSE Limited Listings Requirements, shareholders are
referred to the detailed cautionary announcement on 12 June 2026 and renewed on 6 July 2026
published on SENS, whereby the board of directors of the Company ("Board") announced that,
pursuant to receiving an offer from Afresources Mining (Pty) Ltd ("Afresources"), it had entered
into advanced negotiations to dispose to Afresources the Company's entire shareholding and
claims in Blue Ridge Platinum (Pty) Ltd ("Blue Ridge") (the "Proposed Transaction"). The Board
wishes to advise shareholders that it has concluded negotiations with Afresources regarding the
disposal by the Company of its entire shareholding and claims in Blue Ridge and entered into a
Share Purchase agreement dated 16 July 2026 (the "Purchase Agreement").
2. Agreements
In addition to the Purchase Agreement, Mantengu has simultaneously entered into a loan
agreement (the "Loan Agreement") and a cession and pledge agreement (the "Cession and
Pledge Agreement") on the following basis:
2.1 Loan Agreement
In terms of the Loan Agreement, on the signature date Afresources lends and advances
to Mantengu an amount of R35 million (the "Loan Amount") at an interest rate of prime
plus 1 percent repayable on the Longstop Date.
It is envisaged that the Loan Amount will be settled by means of set-off between
Mantengu and Afresources of the obligations owed between them under the Purchase
Agreement and the Loan Agreement, respectively.
2.2 Cession and Pledge Agreement
In terms of the Cession and Pledge Agreement, Mantengu grants a cession and pledge
over its shares and claims in Blue Ridge to Afresources as security for its obligations under
the Loan Agreement.
It is a further feature of the Transaction that Blue Ridge has entered into a sale and
contractorship agreement with Afresources as "Contractor" thereunder. This agreement
entitles Afresources to site establish and operate on the Blue Ridge mine, pending the
Section 11 Approval. The agreement is a 10 year agreement and will benefit Mantengu in
that from occupation date, all costs and expenses associated with Blue Ridge will be
assumed by Afresources.
3. Disposal
Mantengu, subject to the fulfilment of various conditions precedent and implementation of the
Transaction, will dispose of its entire 70% shareholding and shareholder claims in Blue Ridge to
Afresources for a cash purchase consideration of R35 million (70% of the R50 million purchase
consideration announced on SENS on 12 June 2026). Mantengu will not retain any assets or
liabilities in respect of Blue Ridge subsequent to the transaction becoming unconditional.
The conditions precedent are those that are ordinary in the course of such a transaction with
the latest condition being the written consent of the Minister under section 11 of the Mineral
Resources Development Act, No 28 of 2002 to effect the change in the controlling interest of
Blue Ridge (the "Section 11 Approval"), needing to be effected no less than 180 days after the
signature date of the Purchase Agreement (the "Longstop Date"). The Longstop date can be
extended by mutual consent.
3.1 Rationale
Post year end, the Board undertook a comprehensive review of the Group's investment
portfolio. The Company has been funding the monthly expenditure at Blue Ridge since 1
August 2025 without any income. The situation was no longer tenable to the Board.
3.2 Financial information
Details of financial information is set out below:
• The Group's liabilities will decrease by R185 million once the transaction becomes
unconditional.
• The Group's monthly operating expenditure will decrease by approximately R2
million from August 2026 onwards.
• As reported in the audited results for the year ended 28 February 2026, Blue Ridge's
contribution to the Group's loss was R26 million.
• Blue Ridge as a standalone entity incurred a loss of R15.6 million for the 7 months
ended 28 February 2026 (1 August 2025 to 28 February 2026). The R26 million above
was inclusive of consolidation adjustments at a Group level.
• Had the Group disposed of its 70% shareholding in Blue Ridge at 28 February 2026
for the consideration of R35 million, it would have realised an approximate profit of
R14 million.
• The final accounting profit will be calculated after taking into account the
operational losses from 1 March 2026 up to and including July 2026.
• The sale of Blue Ridge and the financial effects thereof vindicate the Board's
decision not to raise a R570 million liability in respect of the audited results for the
year ended 28 February 2026. Shareholders are referred to the short form
announcement on SENS on 25 June 2026 where an extract of the auditor's
qualification paragraph was disclosed. The Board's view was that it had fully
complied with IFRS 9 which requires the recognition of the financial liability at fair
value, which in the Board's view was Rnil because there was no probability
whatsoever of Mantengu being liable to the minorities for any amount in respect of
the historical debt claims of Blue Ridge. In fact, as stated above, the Group's
liabilities will decrease by R185 million, let alone not paying out a fictitious R570 million
liability.
The proceeds from the Disposal will be applied to settle the Loan Amount. The Loan
Amount will be used for expansionary and working capital.
3.3 Categorisation of the Disposal
The Disposal is classified as a Category 2 transaction in terms of the Listings Requirements
of the JSE Limited.
4. Conclusion
The Board will keep shareholders informed in respect of the conditions precedent being met
and the transaction becoming unconditional.
WITHDRAWAL OF BLUE RIDGE CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the two Blue Ridge cautionary announcements released on SENS on
12 June 2026 and 6 July 2026, and are advised that a full announcement has been made with regard
to this transaction and caution is no longer required to be exercised by shareholders when dealing in
the Company's securities.
Shareholders are reminded that the Company still remains under cautionary in relation to the Averi
Finance acquisition and the disposal of the Iron Beneficiation plant.
By Order of the Board
17 July 2026
Designated Advisor Legal Advisor to Afresources
AcaciaCap Advisors Proprietary Limited Thomson Wilks
Date: 17-07-2026 05:12:00
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