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Annual General Meeting - Notice and Proxy Form
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000MCM9
JSE share code: MCZ
ASX/AIM code: MCM
29 October 2026
Dear Shareholder
ANNUAL GENERAL MEETING – NOTICE AND PROXY FORM
Notice is hereby given that the 2026 annual general meeting (“Meeting”) of MC Mining Limited
ABN 98 008 905 388 (the “Company”) Shareholders will be held at 10 a.m. (Johannesburg time)
on 30 November 2026 at the offices of MC Mining Limited which are located on the Ground Floor,
Greystone Building, Fourways Golf Park, Roos Street, Fourways for the purpose of transacting the
business referred to in this notice of meeting (“Notice”).
A copy of the Notice and independent expert report will be available under the “Investors and
Media – Announcements” section of MC Mining’s website at www.mcmining.co.za
Details of how those entitled to attend can participate in the meeting, including how they can
participate in a vote taken at the meeting and speak at the meeting (to the extent that they are
entitled to do so) is contained in the Notice available on the Company’s website.
Shareholders are urged to attend the Meeting or by returning a completed Proxy Form.
Shareholders are encouraged to complete and lodge either proxies online or otherwise in
accordance with the instructions set out in the proxy form and the Notice.
Your proxy voting instruction must be received by Friday, 27 November 2026 at 4:00 pm (Australian,
Perth Time) and 10:00 AM (South African Time).
The Notice is important and should be read in its entirety. If you are in doubt as to the course of
action you should follow, you should consult your financial adviser, lawyer, accountant, or other
professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting, please
contact the Company’s share registry Computershare Investor Services Pty Limited on +2711 370
5000 or via email: proxy@computershare.co.za.
The Company will update shareholders by way of announcement on the various stock markets if
changing circumstances impact the planning or arrangements for the Meeting. Details will also
be made available on our website at www.mcmining.co.za
This announcement has been approved by the Company’s Board of Directors.
Authorised by:
Bill Pavlovski
Company Secretary
JSE Equity Sponsor: BSM Sponsors Proprietary Limited
ABN 98 008 905 388
NOTICE OF ANNUAL GENERAL
MEETING AND EXPLANATORY
STATEMENT
Date of Meeting
30 November 2026
Time of Meeting
10 a.m. (Johannesburg time)
Place of Meeting
The offices of MC Mining Limited
Ground Floor, Greystone Building, Fourways Golf Park
Roos Street, Fourways 2191
A proxy form is enclosed
Please read this Notice and the Explanatory Statement
carefully and in their entirety. If you are unable to attend
the Meeting, please complete and return the enclosed
proxy form in accordance with the specified directions.
MC Mining Limited • by the Chairman, as proxy for a person entitled to
vote on Resolution 1, in accordance with an express
ABN 98 008 905 388 authorisation to vote on Resolution 1 as the
Chairman sees fit.
NOTICE OF ANNUAL GENERAL By submitting a proxy form in which you appoint the
Chairman to cast undirected proxies as the Chairman sees
MEETING fit, you will be taken to have expressly authorised the
Chairman to exercise the proxy even though Resolution 1
Notice is hereby given that the 2026 annual general is connected directly or indirectly with the remuneration
meeting (“Meeting”) of MC Mining Limited ABN 98 of the Company’s KMP. If you do not want your vote cast
008 905 388 (“Company”) shareholders (each, a in this way, you should direct the Chairman to vote
“Shareholder”) will be held at 10 a.m. (Johannesburg “against”, or to “abstain” from voting on, this Resolution.
time) on 30 November 2026 at the offices of MC
Mining Limited which are located on the Ground Resolution 2: Election of Director – Guo Xin
Floor, Greystone Building, Fourways Golf Park, Roos To consider and, if thought fit, to pass, the following
Street, Fourways for the purpose of transacting the Resolution as an ordinary resolution:
business referred to in this notice of meeting
(“Notice”). “That, Mr Guo Xin, a Director who retires in accordance
with clause 3.3 of the Constitution after having been
The explanatory statement that accompanies and appointed by the Board as an addition to the Board and,
forms part of this Notice (“Explanatory Statement”) being eligible, offers himself for election, be elected as a
provides further information in relation to the Director.”
matters to be considered at the Meeting.
Resolution 3: Election of Director – Mei Zhang
Unless otherwise defined, capitalised words and
terms used in this Notice or in the Explanatory To consider and, if thought fit, to pass, the following
Statement are defined in the Glossary. Resolution as an ordinary resolution:
“That, Ms Mei Zhang, a Director who retires in
ITEMS OF BUSINESS accordance with clause 3.3 of the Constitution after having
been appointed by the Board as an addition to the Board
Annual financial report and, being eligible, offers herself for election, be elected as
To receive and consider the annual financial report of a Director.”
the Company for the year ended 30 June 2026, and Resolution 4: Election of Director – Sun Qiming
the reports of the Directors and the auditor.
To consider and, if thought fit, to pass, the following
Resolution 1: Non-binding resolution to adopt the Resolution as an ordinary resolution:
Remuneration Report
“That, Mr Sun Qiming, a Director who retires in
To consider and, if thought fit, to pass, the following accordance with clause 3.3 of the Constitution after having
Resolution as an advisory only resolution: been appointed by the Board as an addition to the Board
“To adopt, for the purposes of section 250R(2) of the and, being eligible, offers himself for election, be elected as
Corporations Act and for all other purposes, the a Director.”
Remuneration Report for the year ended 30 June 2026.” VOTING EXCLUSION STATEMENT
Note: The vote on this Resolution is advisory only Voting exclusions do not apply to Resolutions 2 to 4.
and does not bind the Directors or the Company.
Shareholders are encouraged to read the Explanatory Resolution 5: Approval of 7.1A Mandate
Statement for further details on the consequences of
voting on this Resolution. To consider and, if thought fit, to pass, the following
Resolution as a special resolution:
VOTING PROHIBITION STATEMENT
“That, for the purposes of Listing Rule 7.1A and for all
The Company will disregard any votes cast on Resolution other purposes, Shareholder approval is given to permit the
1 by or on behalf of: Company to issue up to that number of Equity Securities
• a member of the Company’s Key Management as is equal to 10% of the Company’s issued share capital
Personnel; and at the time of issue, calculated in accordance with the
formula prescribed in Listing Rule 7.1A.2 and otherwise
• a Closely Related Party of any member of the on the terms and subject to the conditions set out in the
Company’s Key Management Personnel.
Explanatory Statement.”
However, the Company need not disregard a vote cast on
VOTING EXCLUSION STATEMENT
Resolution 1 by such a person if the vote is cast:
As the Company is not proposing to make an issue of
• as proxy for a person entitled to vote on Resolution
Equity Securities under Listing Rule 7.1A.2 at this time,
1, in accordance with directions on the proxy form;
no voting exclusion statement is required.
or
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Resolution 6: Approval for Acquisition of Relevant Independent Expert’s Report
Interest in Bridge Loan Shares by Kinetic
Shareholders should carefully consider the report
Development Group Limited
prepared by the Independent Expert to assist
To consider and, if thought fit, to pass, the following Shareholders understand and consider the merits of
Resolution as an ordinary resolution: the transactions the subject of Resolutions 6, 7 and 8
(Independent Expert’s Report).
“That, for the purposes of item 7 of section 611 of the
Corporations Act (and for all other purposes), The Independent Expert’s Report comments on the
Shareholders approve the acquisition by Kinetic fairness and reasonableness of the transactions the
Development Group Limited (and any of its Associates) of subject of Resolutions 6, 7 and 8 and in this
a Relevant Interest in such number of Bridge Loan Shares connection has concluded that:
(expected to be 38,295,836) as is determined by dividing
the Bridge Loan Amount by the Issue Price, on the terms • (Resolution 6) the transaction the subject of
set out in the Explanatory Statement.” Resolution 6 is not fair but reasonable to
disinterested Shareholders;
Resolution 7: Approval for Acquisition of Relevant
Interest in Subscription Shares by Kinetic • (Resolution 7) the transaction the subject of
Development Group Limited Resolution 7 is not fair but reasonable to
disinterested Shareholders; and
To consider and, if thought fit, to pass, the following
Resolution as an ordinary resolution: • (Resolution 8) the transaction the subject of
Resolution 8 is not fair but reasonable to
“That, for the purposes of item 7 of section 611 of the
disinterested Shareholders.
Corporations Act (and for all other purposes),
Shareholders approve the acquisition by Kinetic Shareholders should carefully consider the
Development Group Limited (and any of its Associates) of Independent Expert’s Report for the purposes of
a Relevant Interest in such number of Subscription Shares deciding how to vote on Resolutions 6, 7 and 8.
(expected to be 38,295,836) as is determined by dividing
the Subscription Amount by the Issue Price, on the terms A copy of the Independent Expert’s Report
set out in the Explanatory Statement.” accompanies the Explanatory Statement at Annexure
D.
Resolution 8: Approval for Acquisition of Relevant
Interest in Kinetic Conversion Shares by Kinetic
Development Group Limited
OTHER BUSINESS
To consider and, if thought fit, to pass, the following To deal with any other business which may be
Resolution as an ordinary resolution: brought forward in accordance with the Constitution
and the Corporations Act.
“That, for the purposes of item 7 of section 611 of the
Corporations Act (and for all other purposes),
Shareholders approve the acquisition by Kinetic By order of the Board
Development Group Limited (and any its Associates) of a
Relevant Interest in such number of Kinetic Conversion
Shares (expected to be up to approximately 32,310,197) as
is determined by dividing the Kinetic Amount
Outstanding by the Issue Price, on the terms set out in the Bill Pavlovski
Explanatory Statement.” Company Secretary
Dated: 29 October 2026
VOTING EXCLUSION STATEMENT
No votes may be cast in favour of any of Resolutions 6,
7 and 8 by:
• the person proposing to make the acquisitions the
subject of Resolution 6, 7 and 8 and any of its
Associates; or
• the person from whom the acquisitions the subject
of Resolution 6, 7 and 8 is to be made and any of its
Associates.
Accordingly, the Company will disregard any votes cast
in favour of any of Resolutions 6, 7 and 8 by Kinetic
Development Group Limited and any of its Associates
(which includes, for the avoidance of doubt, KCL).
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How to vote • If a proxy is instructed to abstain from voting on
an item of business, they are directed not to vote
Shareholders can vote either by:
on the Shareholder’s behalf either on a show of
• attending the Meeting and voting in person, or hands or on a poll and the Shares that are the
by appointing an attorney to attend the Meeting subject of the proxy appointment will not be
and vote on their behalf, or, in the case of counted in calculating the required majority.
corporate Shareholders, by appointing a
• Shareholders who return their proxy forms with
corporate representative to attend and vote; or
a direction how to vote but do not nominate the
• appointing a proxy to attend the Meeting and identity of their proxy will be taken to have
vote on their behalf using the proxy form appointed the Chairman of the Meeting as their
accompanying this Notice and by submitting proxy to vote on their behalf. If a proxy form is
their proxy appointment and voting instructions returned but the nominated proxy does not
electronically, in person, by post or by facsimile. attend the Meeting, the Chairman of the Meeting
will act in place of the nominated proxy and vote
Voting in person (or by attorney)
in accordance with any instructions. Proxy
Shareholders, or their attorneys, who plan to attend appointments in favour of the Chairman of the
the Meeting are asked, if possible, to arrive at the Meeting, the secretary or any Director that do
venue 15 minutes prior to the time designated for the not contain a direction how to vote will be used
Meeting so that their holding may be checked against where possible to support each of the
the Company’s share register and their attendance Resolutions proposed in this Notice, provided
recorded. Attorneys should bring with them an they are entitled to cast votes as proxy under the
original or certified copy of the power of attorney voting exclusion rules which apply to some of
under which they have been authorised to attend and the proposed Resolutions. These rules are
vote at the Meeting. explained in this Notice.
Voting by a corporate Shareholder - If a Shareholder entitled to vote on a
Resolution appoints the Chairman of the
A Shareholder that is a corporation may appoint an
Meeting as their proxy (or the Chairman
individual to act as its representative to attend and
becomes their proxy by default) and the
vote at the Meeting. The appointment must comply
Shareholder does not direct the Chairman
with the requirements of section 250D of the
how to vote on the Resolution, the
Corporations Act. The representative should bring to
Chairman intends to vote in favour of that
the Meeting evidence of his or her appointment,
Resolution, as proxy for that Shareholder on
including any authority under which it is signed.
a poll; and
Voting by proxy
- for Resolution 1 the Shareholder will be
• A Shareholder entitled to attend the Meeting taken to have given the Chairman express
and vote is entitled to appoint not more than two authority to vote as the Shareholder’s proxy
proxies. Each proxy will have the right to vote even though Resolution 1 is connected
on a poll and also to speak at the Meeting. directly or indirectly with the remuneration
of members of the Company’s Key
• The appointment of the proxy may specify the Management Personnel, unless the
proportion or the number of votes that the proxy Shareholder expressly indicates to the
may exercise. Where more than one proxy is contrary in the proxy appointment.
appointed and the appointment does not specify
the proportion or number of the Shareholder’s • To be effective, proxies must be lodged by 10
votes each proxy may exercise, the votes will be a.m. (Johannesburg time) on 28 November 2026.
divided equally among the proxies (i.e. where Proxies lodged after this time will be invalid.
there are two proxies, each proxy may exercise
• Proxies may be lodged using any of the
half of the votes).
following methods:
• A proxy need not be a Shareholder. - by returning a completed proxy form by
• The proxy can be either an individual or a body delivery or post to:
corporate. Computershare Investor Services Pty Ltd
• If a proxy is not directed how to vote on an item GPO Box 242
of business, the proxy may generally vote, or Melbourne, Victoria 3001
abstain from voting, as they think fit. Australia
• Should any resolution other than those specified
in this Notice be proposed at the Meeting, a
proxy may vote on that resolution as they think
fit.
3
Computershare Investor Services (Proprietary) Not investment advice
Limited
The Meeting Documents do not constitute financial
Private Bag X9000 product advice and they do not purport to contain all
Saxonwold, 2132, Johannesburg of the information that a Shareholder may require.
South Africa The Meeting Documents have been prepared
without taking account of any person’s particular
- by submitting the proxy form
investment objectives, financial situation or needs.
accompanying this notice electronically in
accordance with the instructions specified
on that form
- by faxing a completed and certified copy of
the proxy form to the facsimile number
provided on the proxy form accompanying
this Notice
The proxy form must be signed by the Shareholder
or the Shareholder’s attorney. Proxies given by
corporations must be executed in accordance with
the Corporations Act. Where the appointment of a
proxy is signed by the appointer’s attorney, a
certified copy of the power of attorney, or the power
itself, must be received by the Company at the above
address, or by facsimile, by 10 a.m. (Johannesburg
time) on 28 November 2026.
Further information for South African investors
Shareholders who (i) hold their Shares indirectly, (ii)
hold their Shares in dematerialised form on the South
African register and (iii) wish to attend the Meeting
in person will need to request their CSDP or broker
provide them with the necessary letter of
representation. Similarly, any such Shareholder who
is unable to attend the Meeting and who wishes to be
represented by proxy must make necessary
arrangements and provide their CSDP or broker with
their voting instructions.
Shareholders who are entitled to vote
In accordance with Regulations 7.11.37 and 7.11.38 of
the Corporations Regulations 2001 (Cth), the Board has
determined that a person’s entitlement to vote at the
Meeting will be the entitlement of that person set out
in the register of Shareholders as at 7pm (Sydney
time) on 28 November 2026. Changes in the register
of Shareholders after this time will be disregarded in
determining the rights of any person to attend and
vote at the Meeting.
Role of ASIC
This Notice of Meeting and the Explanatory
Statement (together, the Meeting Documents) have
been lodged with ASIC as suggested by paragraph
109 of the RG 74. Neither ASIC, nor any of its officers
or employees accept any responsibility for the
contents of the Meeting Documents.
4
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of
the Resolutions contained in the Notice.
The Explanatory Statement is an important document which the Directors recommend Shareholders read carefully
and in full prior to voting.
FINANCIAL STATEMENTS
The first item of business to be considered at the Meeting relates to the presentation of the consolidated annual
financial report of the Company for the financial year ended 30 June 2026, together with the Directors’ declaration
and report in relation to that financial year and the auditor’s report on the financial report and Directors’
declaration.
Shareholders should carefully read these documents and raise any matters of interest with the Directors when this
item is being considered at the Meeting. No resolution is required to be moved in respect of this item of business.
Shareholders may submit a written question to the auditor prior to the Meeting provided that the question relates
to:
• the content of the auditor’s report; or
• the conduct of the audit in relation to the financial report.
All written questions must be received by the Company by no later than five business days prior to the Meeting.
All questions must be sent to the Company and may not be sent directly to the auditor. The Company will forward
all questions received in this respect to the auditor.
The auditor will be attending the Meeting and will answer written questions submitted prior to the Meeting.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the
accounts and on the business, operations and management of the Company.
The Chairman will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:
• the conduct of the audit;
• the preparation and content of the auditor’s report;
• the accounting policies adopted by the Company in relation to the preparation of accounts; and
• the independence of the auditor in relation to the conduct of the audit.
RESOLUTION 1: REMUNERATION REPORT
The Directors’ report for the year ended 30 June 2026 contains the Remuneration Report which explains the Board’s
policies in relation to the nature and level of remuneration paid to Directors (and to the Company’s Key
Management Personnel) and sets out remuneration details for each Director (and for each member of the
Company’s Key Management Personnel). The Remuneration Report also sets out the details of any service
agreements between the Company and a Director (or an entity the Director controls) and any share-based
compensation.
Section 250R(3) of the Corporations Act expressly provides that the vote on Resolution 1 is advisory only and does
not bind the Directors or the Company. However, if at least 25% of the votes cast at the Meeting are cast against
the adoption of the Remuneration Report, and such a result occurs again at the 2027 annual general meeting, the
Company will be required at the 2027 annual general meeting to put forward a resolution to approve the calling
of a general meeting (“spill resolution”) (“spill meeting”). If more than 50% of Shareholders vote in favour of the
spill resolution, the Company must convene the spill meeting within 90 days of the 2027 annual general meeting.
All of the Directors (other than the managing Director (if any)) who were in office when the Directors’ report for
the year ended 30 June 2027 was approved will need to stand for re-election at the spill meeting.
Previous voting results
The votes cast against adoption of the remuneration report considered at the Company’s 2025 annual general
meeting were less than 25% and, as such, the spill resolution will not be relevant at the Meeting.
Voting
Please note that a voting prohibition applies to Resolution 1 in the terms set out in the Notice.
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Shareholders are urged to carefully read the proxy form and provide a direction to their proxy on how to vote on
this Resolution.
Directors’ recommendation
The Board unanimously recommends that Shareholders vote in favour of Resolution 1.
RESOLUTION 2: ELECTION OF DIRECTOR – GUO XIN
Clause 3.3 of the Constitution provides that the Directors may, at any time, appoint a person to be a Director,
either to fill a casual vacancy or as an addition to the existing Board. Any Director so appointed holds office
only until the next annual general meeting and is eligible for election.
Mr Guo Xin was initially appointed as a Director on 5 May 2026. In accordance with clause 3.3 of the Constitution,
Mr Xin automatically retires at the Meeting and, being eligible, seeks election as a Director.
Mr Xin holds dual bachelor’s degrees in Mining Engineering from the China University of Mining and
Technology and in Geological Exploration Engineering from the China University of Geosciences, and is an
Intermediate Engineer. He has more than a decade of front-line experience in the coal industry, all of it with
Inner Mongolia Zhungeerqi Kinetic Coal Industry Co., Ltd., a subsidiary of Kinetic, where he has
progressed from technical specialist roles in fully mechanized mining and the general dispatching room to
his current position as Deputy Chief Engineer at the Dafanpu Coal Mine. In that role, Mr Guo is
responsible for underground coal mining technical management, mining face design and roadway support,
geological structure analysis, hydrological surveying and water-hazard prevention and control, technical
innovation and safety oversight.
Directors’ recommendation
The Board (with Mr Guo Xin abstaining) recommends that Shareholders vote in favour of Resolution 2.
RESOLUTION 3: ELECTION OF DIRECTOR – MEI ZHANG
Clause 3.3 of the Constitution states that the Directors may, at any time, appoint a person to be a Director,
either to fill a casual vacancy or as an addition to the existing Board. Any Director so appointed holds office
only until the next annual general meeting and is eligible for election.
Ms Mei Zhang was initially appointed as a Director on 5 May 2026. In accordance with clause 3.3 of
the Constitution, Ms Zhang automatically retires at the Meeting and being eligible, seeks election as a Director.
Ms Zhang holds a bachelor’s degree in Communication Signal Carrier Engineering from the Beijing University of
Posts and Telecommunications. She commenced her career as a communications engineer at the Guangzhou
Telecommunications Bureau, before migrating to Australia in 1989. She has subsequently held senior procurement
and supply chain leadership roles in Australia, including as Procurement Manager at Power Box Pty Ltd and as
Procurement Director at Braemac Pty Ltd, where she was responsible for setting and implementing group-wide
procurement strategy, supply chain and supplier relationship management, major commercial negotiations, and
the control of procurement cost, quality and delivery risk.
Directors’ recommendation
The Board (with Ms Mei Zhang abstaining) recommends that Shareholders vote in favour of Resolution 3.
RESOLUTION 4: ELECTION OF DIRECTOR – SUN QIMING
Clause 3.3 of the Constitution states that the Directors may, at any time, appoint a person to be a Director,
either to fill a casal vacancy or as an addition to the existing Board. Any Director so appointed holds office
only until the next annual general meeting and is eligible for election.
Mr Qiming was initially appointed as a Director on 9 October 2026. In accordance with clause 3.3 of
the Constitution, Mr Qiming automatically retires at the Meeting and being eligible, seeks election as a Director.
6
Mr Qiming has 18 years of comprehensive experience in coal mining production, technical management, safety
management, project development and corporate management. His career has covered key areas of the coal mining
industry, including underground mining, open-pit mining, intelligent mining systems, coal preparation plant
upgrades and optimisation, slope management, and residual coal resource recovery. Having progressed from
frontline technical positions to senior management roles within large mining enterprises, he has developed a strong
technical foundation in mining, extensive experience in operational safety and risk management, as well as
capabilities in project investment, operations and international mine management. He is experienced in the full
cycle of coal mine production and operations, equipment upgrades and modifications, cost control, regulatory
compliance, team development, and engagement with government and other key stakeholders. He possesses the
professional mining expertise, risk management capabilities, operational and corporate management experience,
and international experience required to fulfil the responsibilities of a director of a mining company.
Directors’ recommendation
The Board (with Mr Sun Qiming abstaining) recommends that Shareholders vote in favour of Resolution 4.
RESOLUTION 5: APPROVAL OF LISTING RULE 7.1A MANDATE
Broadly speaking, and subject to a limited number of exceptions, Listing Rule 7.1 limits the amount of Equity
Securities that an ASX-listed company can issue without the approval of its shareholders over any 12-month period
to 15% of the fully paid ordinary securities the listed entity had on issue at the start of that period.
However, under Listing Rule 7.1A, an “Eligible Entity” may seek shareholder approval by special resolution
passed at an annual general meeting to increase this 15% limit by an extra 10% (i.e. to a total of 25%) (the “7.1A
Mandate”). An Eligible Entity is one that, as at the date of the relevant annual general meeting:
• is not included in the S&P/ASX 300 Index; and
• has a market capitalisation of less than A$300 million.
As at the date of the Notice (and this Explanatory Statement), the Company is an Eligible Entity as it is not included
in the S&P/ASX 300 Index and has a current market capitalisation (calculated in accordance with the definition for
that term set out in Chapter 19 of the Listing Rules) of less than A$300 million.
Any Equity Securities issued under the 7.1A Mandate must be in the same class as an existing class of quoted
Equity Securities. As at the date of this Explanatory Statement, the Company’s only class of quoted securities is its
Shares. This means, if applicable, the Company will only issue new Shares under the 7.1A Mandate.
If Shareholders approve Resolution 5, the Company will be able to issue Equity Securities (in the form of new
Shares) up to the combined 25% limit in Listing Rules 7.1 and 7.1A without being required to obtain any further
Shareholder approvals.
If Shareholders do not approve Resolution 5, the Company will not be able to access the 7.1A Mandate to issue
Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit
on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to
vote at the Meeting must be in favour of Resolution 5 for it to be passed. Please also note that voting on Resolution
5 will be determined by a poll at the Meeting rather than by way of a show of hands.
Technical information required by Listing Rule 7.1A
In accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 5.
Minimum Price
The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of
Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded
immediately before:
• the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the
recipient of the Equity Securities; or
• if the Equity Securities are not issued within 10 ASX trading days of the date specified immediately above, the
date on which the Equity Securities are issued.
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Date of Issue
The Equity Securities may be issued under the 7.1A Mandate commencing on the date of the Meeting and expiring
on the first to occur of the following:
• the date that is 12 months after the date of the Meeting;
• the time and date of the Company’s next annual general meeting; and
• the time and date of approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change
to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).
Risk of Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive
any Shares under the issue.
If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities
available to be issued under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as
shown in the table below.
The table below shows the dilution of existing Shares calculated in accordance with the formula in Listing Rule
7.1A.2, on the basis of an A$0.25 issue price and the number of Shares on issue on the date of this Explanatory
Statement (i.e. 844,925,202). The table below also provides these same computations on the assumption that all of
the Shares the subject of Resolutions 6, 7 and 8 (as well as the Eagle Canyon Conversion Shares) are issued. The
table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula)
changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A
Mandate.
Dilution
Issue Price (A$)
Shares
Number of Shares on Issue A$0.125 A$0.25 A$0.50
issued – 10%
(Variable A in Listing Rule
voting 50% decrease Issue Price 100% increase
7.1A.2)
dilution
Funds Raised (A$)
Current 844,925,202 84,492,520 A$10,561,565 A$21,123,130 A$42,246,260
50% increase 1,267,387,803 126,738,780 A$15,842,347 A$31,684,695 A$63,369,390
100% increase 1,689,850,404 168,985,040 A$21,123,130 A$42,246,260 A$84,492,520
Current* 973,836,646 97,383,664 A$12,172,958 A$24,345,916 A$48,691,832
50% increase 1,460,754,969 146,075,496 A$18,259,437 A$36,518,874 A$73,037,748
100% increase 1,947,673,292 194,767,329 A$24,345,916 A$48,691,832 A$97,383,664
*Assumes the issue of 108,901,869 Shares to Kinetic or its designee and the issue of 20,009,575 Shares Eagle Canyon or its designee.
It must be noted that the number of Shares on issue (i.e. the Variable A in the formula) could increase as a result of the issue of Shares that do
not require Shareholder approval (such as under a pro rata rights issue or a takeover offer) or that are issued with Shareholder approval under
Listing Rule 7.1 and/or Listing Rule 10.11.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. As such, all
Shareholders should consider the dilution caused to their own Shareholding depending on their specific
circumstances.
Shareholders should also note that there is a risk that:
• the market price for the Company’s shares may be significantly lower on the issue date than on the date of the
Meeting; and
• new Shares may be issued at a price that is at a discount to the market price for the Company’s existing shares
on the date of issue.
8
Purpose and Use of Funds
The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the
acquisition of new assets and investments (including the expenses associated with any such acquisitions),
continued exploration, development and feasibility studies in relation to the Company’s current coal exploration
and development assets, to pay down debt and/or for general working capital purposes.
Allocation Policy
The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined.
However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none
of whom will be Related Parties of the Company.
The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the
following factors:
• the purpose of the issue;
• alternative methods for raising funds available to the Company at that time, including, but not limited to, an
entitlement issue or other offer where existing Shareholders may participate;
• the effect of the issue of the Equity Securities on the control of the Company;
• the circumstances of the Company, including, but not limited to, the financial position and solvency of the
Company;
• prevailing market conditions; and
• advice from corporate, financial and broking advisers (if applicable).
Previous Listing Rule 7.1A Approval
The Company obtained Listing Rule 7.1A approval at its 2025 annual general meeting (which was held on 27
November 2025) (Previous Approval). The Company did not issue any Equity Securities in reliance on the
Previous Approval.
Voting exclusion
Please see the voting exclusion statement applicable to Resolution 5 set out in the Notice.
Directors’ recommendation
The Board unanimously recommends that Shareholders vote in favour of Resolution 5.
9
BACKGROUND INFORMATION FOR RESOLUTIONS 6 AND 7
On 13 August 2026, the Company announced to ASX and JSE (Bridge Loan Market Release 1) that majority
Shareholder and Hong Kong Stock Exchange (HKSE) main board listed Kinetic Development Group Limited
(Kinetic) had offered to extend capital support and investment to the Company by way of:
• the provision of an unsecured non-convertible interest bearing 3-month bridge loan to the Company in the
aggregate principal amount of US$8 million 2 (Bridge Loan); and
• a conditional commitment to subscribe for US$16 million 3 worth of new fully paid ordinary shares in the
equity capital of the Company (each, a Share) at an issue price of US$0.2089 4 (Issue Price) (Share
Subscription).
Pursuant to the agreement for the Bridge Loan (Bridge Loan Agreement) and the agreement for the Share
Subscription (Subscription Agreement), the Company and Kinetic have agreed that the first US$8 million of the
US$16 million worth of Shares that Kinetic is required to subscribe for under the Subscription Agreement will be
satisfied by way of set-off against the outstanding principal amount 5 owed by the Company to Kinetic under the
Bridge Loan (i.e. of US$8 million) (Bridge Loan Amount).
The above referred arrangements will result in the issue of such number of Shares to Kinetic or its designee (which
is expected to be wholly-owned Kinetic subsidiary Kinetic Crest Limited (KCL)) that is determined by dividing
the Bridge Loan Amount by the Issue Price (Bridge Loan Shares) and the issue of such number of Shares to Kinetic
or its designee (expected to be KCL) in consideration for the provision to the Company of US$8 million in cash
(Subscription Amount) (Subscription Shares) 6.
Accordingly, and based on the Issue Price of US$0.2089, the Company expects to issue 38,295,836 Bridge Loan
Shares to Kinetic or its designee by way of set-off against the Bridge Loan Amount and a further 38,295,836
Subscription Shares to Kinetic or its designee in consideration for the payment of the Subscription Amount.
The Company intends to apply the proceeds of the Share Subscription towards:
• the repayment (by way of set-off) of the Bridge Loan Amount (i.e. of US$8 million) as described above;
• any approved purpose as articulated in the Cash Flow Forecast (as to which, please see Schedule 2); and
• the general working capital requirements of MC Mining.
1Please note that the original Bridge Loan Market Release incorrectly referenced the date of the Bridge Loan
Agreement and the Subscription Agreement as being 12 August 2026 (i.e. instead of 13 August 2026 when these
documents were executed). The Company corrected this error in a subsequent market release which was released
on ASX shortly after the original Bridge Loan Market Release was released on ASX. All references herein to the
Bridge Loan Market Release should be read as amended.
2 Equivalent to approximately A$11.5 million and ZAR133 million, based on reported cross-rates as at noon
(Sydney time) on 8 October 2026.
3 Equivalent to approximately A$23 million and ZAR266 million, based on reported cross-rates as at noon (Sydney
time) on 8 October 2026.
4Equivalent to approximately A$0.2999 and ZAR3.4744, based on reported cross-rates as at noon (Sydney time)
on 8 October 2026.
5Under the terms of the Bridge Loan Agreement, the Bridge Loan bears interest at the Interest Rate per annum,
which the Company is required to pay (on a pro rata basis) to Kinetic in cash.
6 Please note that the Issue Price of US$0.2089 is subject to adjustment in the event that an “Adjustment Event” (as
that term is defined in the Glossary) occurs after the date of the Subscription Agreement and on or before the date
on which the Shares the subject of that agreement are issued. In the event of any Adjustment Event therefore, the
number of Bridge Loan Shares and Subscription Shares that are actually issued to Kinetic or its designee may be
more or less than 76,591,672.
10
Since Kinetic already has a Relevant Interest 7 in more than 20% of the Company’s voting shares (and since the
issue of the Bridge Loan Shares and Subscription Shares will result in Kinetic and its Associates increasing its
voting power in the Company by more than is otherwise permitted under the 3% “creep” exception in item 9 of
section 611 of the Corporations Act), the issue of the Bridge Loan Shares and the Subscription Shares to Kinetic or
its designee is contingent on the receipt of Shareholder approval under item 7 of section 611 of the Corporations
Act 8. Accordingly, the purpose of Resolution 6 is to permit the acquisition by Kinetic and its Associates of a
Relevant Interest in such number of Bridge Loan Shares (expected to be 38,295,836) as is determined by dividing
the Bridge Loan Amount by the Issue Price for the purposes of item 7 of section 611 of the Corporations Act.
Similarly, the purpose of Resolution 7 is to permit the acquisition by Kinetic and its Associates of a Relevant Interest
in such number of Subscription Shares (expected to be 38,295,836) as is determined by dividing the Subscription
Amount by the Issue Price for the purposes of item 7 of section 611 of the Corporations Act.
If the requisite Shareholder approvals are obtained, it is expected that the Bridge Loan Shares will be issued to
Kinetic or its designee (i.e. KCL) within 3 Business Days after the Conditions Precedent applicable to the issue of
the Bridge Loan Shares (as to which, please see Schedule 2) are satisfied or waived in accordance with the terms of
the Subscription Agreement and that the Subscription Shares will be issued to Kinetic or its designee (i.e. KCL)
within 5 Business Days after the Conditions Precedent applicable to the issue of the Subscription Shares (as to
which, please see Schedule 2) are satisfied or waived in accordance with the terms of the Subscription Agreement.
Kinetic is an integrated coal mining group listed on the main board of the HKSE and has a current market
capitalisation of in excess of US$2 billion 9. Kinetic’s business covers the full coal value chain including mining,
processing, logistics and marketing. The key coal resource under operation of Kinetic is the underground thermal
coal Dafanpu Coal Mine. As at the date of this Explanatory Statement, Kinetic has a Relevant Interest in 430,911,853
Shares (equivalent to 51.00% of the Company’s issued Share capital).
Further information in relation to the structure, operations, assets, management and financial condition of Kinetic
is set out in its 2025 annual report (which is available at https://www.kineticme.com/en/).
Additional details in relation to the Bridge Loan and the Share Subscription are disclosed in the Bridge Loan Market
Release, a copy of which accompanies this Explanatory Statement at Annexure B. A summary of the material terms
of the Bridge Loan Agreement and the Subscription Agreement are set out in Schedule 1 and Schedule 2,
respectively.
BACKGROUND INFORMATION FOR RESOLUTION 8
On 11 June 2026, the Company announced to ASX and JSE (Promissory Note Market Release) that it and Kinetic
had entered into a promissory note purchase agreement (Kinetic Note Purchase Agreement) pursuant to which
the Company agreed to issue, and Kinetic agreed to subscribe for, unsecured promissory notes (Promissory Notes)
with an aggregate principal value of up to US$6.136 million 10.
In the Promissory Note Market Release, the Company announced that it had also entered into a promissory note
purchase agreement (Eagle Canyon Note Purchase Agreement) with significant Shareholder Eagle Canyon
International Group Holding Limited (Eagle Canyon) pursuant to which the Company agreed to issue, and Eagle
Canyon agreed to subscribe for, Promissory Notes with an aggregate principal value of up to US$3.8 million 11.
Save for the aggregate principal value, the Eagle Canyon Note Purchase Agreement has substantially the same
terms as the Kinetic Note Purchase Agreement.
7Under section 608(1) of the Corporations Act, a person has a “Relevant Interest” in securities if they (i) are the
holder of the securities, (ii) have the power to exercise, or control the exercise of, a right to vote attached to the
securities or (iii) have the power to dispose of, or control the exercise of a power to dispose of, the securities.
8In addition to the passing of Resolutions 6 and 7 under and in accordance with the requirements of item 7 of
section 611 of the Corporations Act, the issue of the Bridge Loan Shares and the Subscription Shares is contingent
on the satisfaction of various conditions precedent the more material of which are summarised in Schedule 2.
9 As at the date of this Explanatory Statement.
Equivalent to approximately A$8.81 million and ZAR102 million, based on reported cross-rates as at noon on 8
10
October 2026.
11 Equivalent to approximately A$5.5 million and ZAR63 million, based on reported cross-rates as at noon on 8
October 2026.
11
The Kinetic Note Purchase Agreement allows the Company to drawdown (either in full or in part) up to US$6.136
million in immediately available funds at any time before 30 September 2026. Each drawdown will result in the
issue of one or more Promissory Notes, the aggregate principal amount of which will bear interest equal to the
sum of the Reserve Bank of Australia’s (RBA) publicly quoted business rate loan for medium businesses plus 3.0%
per annum, compounded monthly (together, the Interest Rate).
Similarly, the Eagle Canyon Note Purchase Agreement allows the Company to drawdown (either in full or in part)
up to US$3.8 million in immediately available funds at any time before 30 September 2026. Each drawdown will
result in the issue of one or more Promissory Notes, the aggregate principal amount of which will also bear interest
at the Interest Rate.
Unless converted into Shares at the election of Kinetic (as to which, see below), the principal amount drawn by the
Company under the Kinetic Note Purchase Agreement together with any unpaid interest and other amounts owing
(if any) (together, the Kinetic Amount Outstanding) is repayable by the Company to Kinetic on 17 June 2027
(Maturity Date), being the date which is the 12-month anniversary of the Initial Closing Date (as that term is
defined in the Kinetic Note Purchase Agreement) 12.
Subject to the receipt of Shareholder approval, Kinetic may however elect for the Kinetic Amount Outstanding to
be repaid by way of the issue of new fully paid ordinary shares in the Company (each, a Kinetic Conversion
Share), with each Kinetic Conversion Share to be issued for this purpose by the Company to Kinetic or its designee
(which is expected to be KCL) at the Issue Price (i.e. of US$0.2089 per Share) 13.
Kinetic is an integrated coal mining group listed on the main board of the HKSE and has a current market
capitalisation of in excess of US$2 billion. Kinetic’s business covers the full coal value chain including mining,
processing, logistics and marketing. The key coal resource under operation of Kinetic is the underground thermal
coal Dafanpu Coal Mine. As at the date of this Explanatory Statement, Kinetic has a Relevant Interest in 430,911,853
Shares (equivalent to 51.00% of the Company’s issued Share capital).
Since Kinetic already has a Relevant Interest in more than 20% of the Company’s voting shares (and since the issue
of the Bridge Loan Shares and Subscription Shares will result in Kinetic and its Associates increasing its voting
power in the Company by more than is otherwise permitted under the 3% “creep” exception in item 9 of section
611 of the Corporations Act), the issue of the Kinetic Conversion Shares to Kinetic or its designee is contingent on
the receipt of Shareholder approval under item 7 of section 611 of the Corporations Act. Accordingly, the purpose
of Resolution 8 is to permit the acquisition by Kinetic and its Associates of a Relevant Interest in such number of
Kinetic Conversion Shares (expected to be up to approximately 32,310,197) as is determined by dividing the Kinetic
Amount Outstanding by the Issue Price for the purposes of item 7 of section 611 of the Corporations Act.
In such circumstances (i.e. if Kinetic were to elect for the Kinetic Amount Outstanding to be repaid by way of the
issue of Kinetic Conversion Shares (i.e. instead of cash)) and by way of example, and assuming the full amount
under the Kinetic Note Purchase Agreement (i.e. of US$6.136 million) has been drawn by the Company, the
Company would be required to issue a total of 29,372,906 Kinetic Conversion Shares to Kinetic or its designee
(which is expected to be KCL) to extinguish the principal amount owing to Kinetic on the Maturity Date. Up to an
additional approximately 2,937,291 Kinetic Conversion Shares (based on the Interest Rate (i.e. of approximately
10% per annum)) would also need to be issued to Kinetic or its designee to extinguish the interest payable to
Kinetic 14.
12 Please note that the Maturity Date may be extended with the consent of Kinetic in accordance with terms of the
Promissory Notes.
13 Please note that the Issue Price of US$0.2089 is subject to adjustment in the event that an Adjustment Event occurs
after the date on which the Kinetic Promissory Notes were issued and on or before the date on which the Kinetic
Conversion Shares are issued.
14 Please note that the Issue Price of US$0.2089 is subject to adjustment in the event that an Adjustment Event occurs
after the date on which the Kinetic Promissory Notes were issued and on or before the date on which the Kinetic
Conversion Shares are issued. In the event of any Adjustment Event therefore, the number of Kinetic Conversion
Shares that are actually issued to Kinetic or its designee may be more or less than 32,310,197.
12
Similarly, and unless converted into Shares at the election of Eagle Canyon (Eagle Canyon Conversion Shares),
the principal amount drawn by the Company under the Eagle Canyon Note Purchase Agreement together with
any unpaid interest and other amounts owing (if any) to Eagle Canyon (together, the Eagle Canyon Amount
Outstanding) is also repayable to Eagle Canyon by the Company on the Maturity Date. Subject to the receipt of
Shareholder approval (which is not being sought at the Meeting), Eagle Canyon may also elect for the Eagle
Canyon Amount Outstanding to be satisfied and extinguished by way of the issue of Eagle Canyon Conversion
Shares, with each Eagle Canyon Conversion Share also to be issued at the Issue Price 15.
In such circumstances (i.e. if Eagle Canyon were to elect for the Eagle Canyon Amount Outstanding to be repaid
by way of the issue of Eagle Canyon Conversion Shares (i.e. instead of cash)), and assuming the full amount under
the Kinetic Note Purchase Agreement (i.e. of US$3.8 million) has been drawn by the Company, the Company
would be required to issue a total of 18,190,522 Eagle Canyon Conversion Shares to Eagle Canyon or its designee
to extinguish the principal amount owing to Eagle Canyon on the Maturity Date. Up to an additional
approximately 1,819,053 Eagle Canyon Conversion Shares (based on the Interest Rate (i.e. of approximately 10%
per annum)) would also need to be issued to Eagle Canyon or its designee to extinguish the interest payable to
Eagle Canyon.
Eagle Canyon is a private company incorporated under the laws of Hong Kong. Eagle Canyon is also a constituent
member of a group of Shareholders referred to herein as the “Dendocept Group” (as that term is defined in the
Glossary) which, as at the date of this Explanatory Statement, collectively have a Relevant Interest in 195,271,638
Shares (equivalent to 23.11% of the Company’s issued Share capital).
Approval for the issue of Eagle Canyon Conversion Shares to Eagle Canyon or its designee will be sought under
Listing Rule 10.11 prior to the Maturity Date in 2027. Accordingly, if Shareholder approval for the issue of the
Eagle Canyon Conversion Shares is obtained, it is expected that those Shares, together with the Kinetic Conversion
Shares (i.e., provided that approval for the issue of the Kinetic Conversion Shares is obtained at the Meeting), will
be issued to Eagle Canyon or its designee and to Kinetic or its designee (i.e. KCL), respectively on or immediately
after the Maturity Date.
The Company has applied (and will continue to apply) the proceeds of the Promissory Notes issued to Kinetic and
Eagle Canyon towards:
• the completion of the remaining civil works at the Makhado coal handling and preparation plant;
• the continuing development of the open-cut mining operations, including ongoing overburden stripping and
associated mining contractor costs;
• the completion of supporting infrastructure, including the 22kV power supply main line,
substation equipment, water supply pipelines and ancillary works;
• the commissioning and joint trial operations required for the Makhado Project to transition into
stable commercial production; and
• the general working capital requirements of MC Mining.
Further information in relation to each Note Purchase Agreement and the Promissory Notes is set out in Schedule
3 and Schedule 4, respectively. Further information in relation to the transaction more generally is set out in the
Promissory Note Market Release, a copy of which accompanies this Explanatory Statement at Annexure C.
15 The total number of Eagle Canyon Conversion Shares is expected to be up to approximately 20,009,575. Please
note that the Issue Price of US$0.2089 is subject to adjustment in the event that an Adjustment Event occurs after
the date on which the Eagle Canyon Promissory Notes were issued and on or before the date on which the Eagle
Canyon Conversion Shares are issued. In the event of any Adjustment Event therefore, the number of Eagle Canyon
Conversion Shares that are actually issued to Eagle Canyon or its designee may be more or less than 20,009,575.
13
KINETIC AND ITS ASSOCIATES 16
The persons noted in the table below are “Associates” 17 of Kinetic for the purposes of the transaction the subject of
Resolutions 6, 7 and 8. The circumstances giving rise to the Association are also noted below.
Person Nature of Association
King Lok Holdings Limited An entity that holds approximately 62% of the shares in and that controls 18
Kinetic Development Group Limited
The Zhang Family Overseas A discretionary family trust that holds 100% of the shares in and controls King
Trust Lok Holdings Limited
TMF (Cayman) Ltd The trustee of The Zhang Family Overseas Trust
Kinetic Crest Limited A wholly-owned subsidiary of Kinetic Development Group Limited
Further information in relation to Kinetic and the various entities (some of which may also be “Associates” of
Kinetic) that make up the Kinetic group of companies is set out in Schedule 5.
MC MINING’S CURRENT AND EXPECTED CAPITAL STRUCTURE
The following table sets out the Company’s equity capital structure as at the date of this Explanatory Statement as
well as the Company’s expected equity capital structure on completion of the Share issuances the subject of
Resolutions 6, 7 and 8 (i.e. assuming that these Resolutions are passed by Shareholders).
Number on Number to be Number to be Number to be Number on
Issue Issued Issued Issued Issue
(as at date of (assuming (assuming (assuming (assuming
Explanatory Resolution 6 is Resolution 7 is Resolution 8 is Resolutions 6, 7
Statement) passed) passed) passed) and 8 are passed)
Shares 844,925,202 38,295,836 38,295,836 32,310,197 973,836,646
Options Nil Nil Nil Nil Nil
Warrants Nil Nil Nil Nil Nil
Performance Nil Nil Nil Nil Nil
Rights
The above table has (and the tables below have) been prepared on the assumptions that (A) the Company does not
issue any Shares (i.e. other than those the subject of Resolutions 6, 7 and 8) between the date of this Explanatory
Statement and the Maturity Date, (B) no Adjustment Event occurs, (C) Shareholders pass a resolution under Listing
Rule 10.11 prior to the Maturity Date to authorise the issue of the Eagle Canyon Conversion Shares on or
immediately after the Maturity Date and (D) that the Eagle Canyon Conversion Shares are issued at the same time
as the Kinetic Conversion Shares are issued (i.e. on or immediately after the Maturity Date).
For further information in relation to the Company’s issued Share capital structure, please see the Company’s prior
continuous and periodic disclosures given to ASX and JSE which are available on the Company’s website
(www.mcmining.co.za).
16 Kinetic and each of its Associates are excluded from voting in favour of Resolutions 6, 7 and 8.
17 Please see the definition of Associate under the heading “Section 611 of the Corporations Act” below.
18 The term “control” is defined in section 50AA of the Corporations Act.
14
RESOLUTIONS 6 AND 7
The below table sets out the number of Shares held by and the Relevant Interest of Kinetic (and each of its
Associates) as at the date of this Explanatory Statement as well as the expected number of Shares held by and the
expected Relevant Interest of Kinetic (and each of its Associates) immediately after the issue of the Bridge Loan
Shares and the Subscription Shares (i.e. assuming Resolutions 6 and 7 are passed, the (other) applicable Conditions
Precedent to the issue of the Bridge Loan Shares and the Subscription Shares are satisfied and the Company issues
the 76,591,672 Shares the subject of those Resolutions on the same date 19).
Name Number of Percentage Relevant Number of Percentage Relevant
Shares Held of Shares Interest Shares Held of Shares Interest
(as at date of (as at date of (as at date of (immediately (immediately (immediately
Explanatory Explanatory Explanatory after the after the after the
Statement) Statement) Statement) issue) issue) issue)
Kinetic Nil Nil 430,911,853 Nil Nil 507,503,525
KCL 430,911,853 51.00% 430,911,853 507,503,525 55.07% 507,503,525
King Lok Nil Nil 430,911,853 Nil Nil 507,503,525
TZFOL Nil Nil 430,911,853 Nil Nil 507,503,525
TMF Nil Nil 430,911,853 Nil Nil 507,503,525
RESOLUTION 8
The below table sets out the expected number of Shares held by and the Relevant Interest of Kinetic (and each of
its Associates) immediately before the issue of the Kinetic Conversion Shares (i.e. assuming Resolutions 6 and 7
are passed and the Shares the subject of those Resolutions have been issued) as well the expected number of Shares
held by and the expected Relevant Interest of Kinetic (and each of its Associates) immediately after the issue of the
Kinetic Conversion Shares and the Eagle Canyon Conversion Shares on or immediately after those Shares are
issued (i.e. assuming Resolution 8 is passed (as well as the requisite resolution under Listing Rule 10.11, as referred
to above in respect of the Eagle Canyon Conversion Shares 20)).
Name Number of Percentage Relevant Number of Percentage Relevant
Shares Held of Shares Interest Shares Held of Shares Interest
(immediately (immediately (immediately (immediately (immediately (immediately
before the before the before the after the after the after the
issue) issue) issue) issue) issue) issue)
Kinetic Nil Nil 507,503,525 Nil Nil 539,813,722
KCL 507,503,525 55.07% 507,503,525 539,813,722 55.43% 539,813,722
King Lok Nil Nil 507,503,525 Nil Nil 539,813,722
TZFOL Nil Nil 507,503,525 Nil Nil 539,813,722
TMF Nil Nil 507,503,525 Nil Nil 539,813,722
19 As noted elsewhere, the aggregate number of Bridge Loan Shares and Subscription Shares that are actually issued
to Kinetic or its designee may be more or less than 76,591,672 in the event of an Adjustment Event.
20As noted elsewhere in these Meeting Documents, the aggregate number of Kinetic Conversion Shares that are
actually issued to Kinetic or its designee may be more or less than 32,310,197 in the event of an Adjustment Event.
15
IMPACT ON SUBSTANTIAL HOLDERS
RESOLUTIONS 6 AND 7
The table below sets out the expected impact of the issue of the Bridge Loan Shares and Subscription Shares to
Kinetic or its designee on the proportionate interests of the Company’s existing (i.e. existing as at the date of this
Explanatory Statement) substantial Shareholders 21 immediately after the issue of those Shares.
Name Relevant Relevant Issue of Relevant Relevant Percentage
Interest Interest (%) Bridge Loan Interest Interest (%) Change
Shares &
(as at date of (as at date of (immediately (immediately (immediately
Sub. Shares
Explanatory Explanatory after the after the after the
Statement) Statement) issue) issue) issue)
Kinetic 430,911,853 51.00% 76,591,672 507,503,525 55.07% 4.07%
Dendocept 195,271,638 23.11% Nil 195,271,638 21.19% -1.92%
Group 22
Senosi 121,036,501 14.33% Nil 121,036,501 13.13% -1.19%
Goldway 99,707,126 11.80% Nil 99,707,126 10.82% -0.98%
LITL 23 50,162,582 5.94% Nil 50,162,582 5.44% -0.49%
RESOLUTION 8
The table below sets out the expected impact of the issue of the Kinetic Conversion Shares and the Eagle Canyon
Conversion Shares to Kinetic or its designee and to Eagle Canyon or its designee on the proportionate interests of
the Company’s expected (i.e. expected immediately prior to the Maturity Date) substantial Shareholders
immediately after the issue of those Shares.
Please note that since Eagle Canyon is a constituent member of the Dendocept Group, the issue of the Eagle Canyon
Conversion Shares to Eagle Canyon or its designee will (and as is shown in the table below by way of an) increase
the Relevant Interest of Dendocept Group, as a collective 24.
21A “substantial” Shareholder is a person who, together with its Associates, has a Relevant Interest in 5% or more
of the Company’s issued voting Shares.
22Dendocept Group’s Relevant Interest in the 195,271,638 Shares referred to herein is comprised of the 95,564,513
Shares held by the individual constituents of the Dendocept Group and the 99,707,126 Shares held by Goldway
(with this Relevant Interest arising because of the operation section 608(3)(a) of the Corporations Act (i.e. because
Dendocept Group, as a collective, has a Relevant Interest in 20% or more of Goldway’s issued Share Capital)).
23 “LITL” means Longelephant International Trade Limited.
24 As at the date of this Explanatory Statement, Eagle Canyon directly holds 207,058 Shares (equivalent to 0.02%
of the Company’s issued Share capital).
16
Name Relevant Relevant Issue of Relevant Relevant Percentage
Interest Interest (%) Kinetic Interest Interest (%) Change
Conversion
(immediately (immediately (immediately (immediately (immediately
Shares & EC
before the before the Conversion after the after the after the
issue) issue) Shares issue) issue) issue)
Kinetic 507,503,525 55.07% 32,310,197 539,813,722 55.43% 0.36%
Dendocept 195,271,638 21.19% 20,009,575 215,281,213 22.11% 0.92%
Group
Senosi 121,036,501 13.13% Nil 121,036,501 12.43% -0.71%
Goldway 99,707,126 10.82% Nil 99,707,126 10.24% -0.58%
LITL 50,162,582 5.44% Nil 50,162,582 5.15% -0.29%
Please note that the Issue Price of US$0.2089 is subject to adjustment in the event of an Adjustment Event. In the
event of any Adjustment Event therefore, the number of Kinetic Conversion Shares that are actually issued to
Kinetic or its designee may be more or less than 32,310,197 and the number of Eagle Canyon Conversion Shares
that are actually issued to Eagle Canyon or its designee may be more or less than 20,009,575.
INDEPENDENT EXPERT’S REPORT
The Company has engaged BDO Corporate Finance Australia Pty Ltd ACN 050 038 170 (Independent Expert) to
provide an opinion as to whether each of the transactions the subject of Resolutions 6, 7 and 8 are “fair and
reasonable” to Shareholders (i.e. Shareholders other than KCL and its Associates).
The Independent Expert’s Report was prepared in accordance with the recommendations of ASIC Regulatory
Guide 74 (titled “Acquisitions approved by members”) (RG 74), Regulatory Guide 111 (titled “Content of expert
reports”), Regulatory Guide 112 (titled “Independence of experts”), Regulatory Guide 170 (titled “Prospective
financial information”) and Information Sheet 214 (titled “Mining and Resources: Forward-looking statements”).
The Independent Expert is of the opinion that the transaction the subject of Resolution 6 is not fair but reasonable
to disinterested Shareholders (i.e. Shareholders other than KCL and its Associates).
The Independent Expert is of the opinion that the transaction the subject of Resolution 7 is not fair but reasonable
to disinterested Shareholders (i.e. Shareholders other than KCL and its Associates).
The Independent Expert is of the opinion that the transaction the subject of Resolution 8 is not fair but reasonable
to disinterested Shareholders (i.e. Shareholders other than KCL and its Associates).
The Directors recommend that you read the Independent Expert’s Report carefully and in full (including the scope
of the report, the methodology of the valuation and the sources of information and assumptions made) before
making any decision in relation to any of Resolutions 6, 7 and 8.
17
SPECIFIC DISCLOSURES REQUIRED BY THE CORPORATIONS ACT AND ASIC
GENERAL
Subject to Shareholders passing Resolution 6 (and provided the other applicable Conditions Precedent are satisfied
or waived), Kinetic or its designee will be issued with and will acquire a Relevant Interest in such number of Bridge
Loan Shares (expected to be 38,295,836) as is determined by dividing the Bridge Loan Amount by the Issue Price.
Subject to Shareholders passing Resolution 7 (and provided the other applicable Conditions Precedent are satisfied
or waived), Kinetic or its designee will be issued with and will acquire a Relevant Interest in such number of
Subscription Shares (expected to be 38,295,836) as is determined by dividing the Subscription Amount by the Issue
Price. Following payment of the Subscription Amount and when aggregated with the US$8 million set-off against
the Bridge Loan Amount (which amount will be repaid by the Company by way of the issue of the Bridge Loan
Shares), the parties’ obligations under the Bridge Loan Agreement and Subscription Agreement will have been
satisfied.
Subject to Shareholders passing Resolution 8 (and provided Kinetic elects for the Kinetic Amount Outstanding to
be repaid by way of the issue of Shares (i.e. instead by cash)), Kinetic or its designee will be issued with and will
acquire a Relevant Interest in such number of Kinetic Conversion Shares (expected to be 32,310,197) as is calculated
by dividing the Kinetic Amount Outstanding by the Issue Price.
Investors should note that the Issue Price of US$0.2089 is subject to adjustment in the event of an Adjustment Event.
In the event of any Adjustment Event therefore, the number of Bridge Loan Shares, Subscription Shares and Kinetic
Conversion Shares that are actually issued to Kinetic or its designee will be determined by dividing the relevant
amount (i.e. the Bridge Loan Amount, the Subscription Amount or the Kinetic Amount Outstanding) by the
adjusted Issue Price.
LISTING RULE 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must
not issue or agree to issue any equity securities to:
• a Related Party;
• a person who is, or was at any time in the 6 months before the issue or agreement to issue, a substantial (i.e.
30%+) holder of the company’s shares;
• a person who is, or was at any time in the 6 months before the issue or agreement to issue, a substantial (i.e.
10%+) holder of the company’s shares and who has nominated a director to the board of the company pursuant
to a relevant agreement which gives them a right or expectation to do so;
• an Associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (i.e. an Associate of a person listed in
any of paragraphs (a) to (c) above); or
• a person whose relationship with the company is such that, in ASX’s opinion, the issue or agreement to issue
should be approved by its shareholders,
unless the company obtains approval from its shareholders.
MC Mining is not proposing to seek Shareholder approval under Listing Rule 10.11 and is instead intending to
rely on Listing Rule 10.12 (Exception 6). Listing Rule 10.12 (Exception 6) exempts listed companies from seeking
approval under Listing Rule 10.11 if the relevant issue is approved by shareholders under item 7 of section 611.
Accordingly, since MC Mining is seeking Shareholder approval for the issues the subject of Resolutions 6, 7 and 8
for the purposes of item 7 of section 611 of the Corporations Act, it is unnecessary for MC Mining to also seek
separate Shareholder approvals under Listing Rule 10.11.
SECTION 611 OF THE CORPORATIONS ACT
Unless a specific exemption in section 611 of the Corporations Act applies, section 606 of the Corporations Act
prevents a person from acquiring a Relevant Interest in issued voting shares in a listed company through a
transaction which results in the person’s voting power in the company:
• increasing from below 20% to more than 20%; or
• increasing from a starting point of more than 20% to a higher percentage.
The voting power of a person is determined in accordance with section 610 of the Corporations Act. The calculation
of a person’s voting power involves determining the total number of voting shares the person (and that person’s
Associates) has a Relevant Interest in expressed as a percentage of all voting shares on issue.
18
For the purposes of determining voting power under the Corporations Act, a person (the “second person”) is an
“Associate” of the other person (the “first person”) if:
• the first person is a body corporate and the second person is:
o a body corporate the first person controls;
o a body corporate that controls the first person; or
o a body corporate that is controlled by an entity that controls the person;
• the second person has entered or proposes to enter into a relevant agreement with the first person for the
purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s
affairs; or
• the second person is a person with whom the first person is acting or proposes to act, in concert in relation to
the company’s affairs.
Associates are, therefore, determined as a matter of fact. For example, where a person controls or influences the
board or the conduct of a company’s business affairs, or acts “in concert” with a person in relation to the entity’s
business affairs, that person would be considered to be an Associate of the first person.
Furthermore, section 608(1) of the Corporations Act provides that a person has a Relevant Interest in securities if
they:
• are the holder of the securities;
• have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
• have power to dispose of, or control the exercise of a power to dispose of, the securities.
It does not matter how remote the Relevant Interest is or how it arises. If two or more people can jointly exercise
one of the powers, each of them is taken to have that power.
In addition, section 608(3) of the Corporations Act provides that a person has a Relevant Interest in securities that
any of the following has:
• a body corporate in which the person’s voting power is above 20%;
• a body corporate that the person controls.
An acquisition of a Relevant Interest in voting shares (such as the acquisition of the Bridge Loan Shares, the
Subscription Shares and Kinetic Conversion Shares by Kinetic or its designee) is not prohibited under section 606
of the Corporations Act if it has been approved by a resolution at a general meeting of the company that issued
those voting shares under and in accordance with item 7 of section 611.
Accordingly, and in order to permit the issue of the Bridge Loan Shares, the Subscription Shares and Kinetic
Conversion Shares (and therefore to permit Kinetic’s acquisition of a Relevant Interest in more of the Company’s
issued voting share capital than would otherwise be permitted under section 606 of the Corporations Act (i.e. after
having regard to the relevant exceptions in section 611)), the Company is seeking Shareholder approval for the
issue of all of these Shares under and in accordance with the requirements of item 7 of section 611.
SPECIFIC DISCLOSURES REQUIRED BY RG 74
Specific information is required to be provided to Shareholders in relation to an acquisition being approved under
item 7 of section 611 of the Corporations Act. In particular, item 7 of section 611 and RG 74 requires the following
information be provided to Shareholders.
THE IDENTITY OF THE PERSON PROPOSING TO MAKE THE ACQUISITION AND THEIR
ASSOCIATES
Subject to Shareholders passing Resolutions 6, 7 and 8, the Company will issue Kinetic Development Group
Limited (or its designee) (which as noted elsewhere in this Explanatory Statement, is expected to be Kinetic wholly
owned subsidiary KCL) with 38,295,836 Bridge Loan Shares, 38,295,836 Subscription Shares and such number of
Kinetic Conversion Shares as is determined by dividing the Kinetic Amount Outstanding by the Issue Price 25
(which, for the avoidance of doubt, is expected to be up to approximately 32,310,197).
25As noted elsewhere in these Meeting Documents, the aggregate number of Kinetic Conversion Shares that are
actually issued to Kinetic or its designee may be more or less than 32,310,197 in the event of an Adjustment Event.
19
Kinetic Development Group Limited is a company incorporated under the laws of Cayman Islands with limited
liability. Kinetic is a HKSE main board listed company. In this regard, please see:
• Kinetic’s 2025 annual report 26 for further information in relation to the structure, operations, assets,
management and financial condition of Kinetic; and
• Schedule 5 and the disclosures under the heading “Kinetic and its Associates” for the Associates of Kinetic
and the reason the Associate reference applies to those persons.
THE MAXIMUM EXTENT OF THE INCREASE IN THAT PERSON’S VOTING POWER IN THE
COMPANY THAT WOULD RESULT FROM THE ACQUISITION
The maximum extent of the increase in Kinetic’s voting power is expected to be up to approximately 108,901,869
Shares (i.e. assuming that all of the Shares the subject of Resolutions 6, 7 and 8 are issued).
Please see the table under the heading “MC Mining’s current and expected capital structure” for further
information.
THE VOTING POWER THAT PERSON WILL HAVE AS A RESULT OF THE ACQUISITION
Assuming that each of Resolutions 6, 7 and 8 are passed (and the Bridge Loan Shares, the Subscription Shares and
the Kinetic Shares are issued to Kinetic or its designee), Kinetic’s voting power will increase from 430,911,853
Shares (equivalent to 51% of the Company’s issued Share capital as at the date of this Explanatory Statement) to
539,813,722 Shares (equivalent to 55.43% of the Company’s issued Share capital on a post-issuance basis).
Please see the table under the heading “MC Mining’s current and expected ownership structure” for further
information.
THE MAXIMUM EXTENT OF THE INCREASE IN THE VOTING POWER OF EACH OF THAT
PERSON’S ASSOCIATES THAT WOULD RESULT FROM THE ACQUISITION
As noted in the table under the heading “MC Mining’s current and expected ownership structure”, the maximum
extent of the increase in the voting power of each of Kinetic’s Associates is expected to be as follows:
Name Number of Percentage Relevant Number of Percentage Relevant
Shares Held of Shares Interest Shares Held of Shares Interest
(as at date of (as at date of (as at date of (immediately (immediately (immediately
Explanatory Explanatory Explanatory after after after
Statement) Statement) Statement) Maturity Maturity Maturity
Date) Date) Date)
Kinetic Nil Nil 430,911,853 Nil Nil 539,813,722
KCL 430,911,853 51.00% 430,911,853 539,813,722 55.43% 539,813,722 27
King Lok Nil Nil 430,911,853 Nil Nil 539,813,722
TZFOL Nil Nil 430,911,853 Nil Nil 539,813,722
TMF Nil Nil 430,911,853 Nil Nil 539,813,722
THE VOTING POWER THAT EACH OF THAT PERSON’S ASSOCIATES WOULD HAVE AS A
RESULT OF THE ACQUISITION
Please refer to the table immediately above for detail of each of Kinetic’s Associates’ voting power on completion
of the Share issuances the subject of Resolutions 6, 7 and 8 (i.e. immediately after the Maturity Date).
26 As to which, please see https://www.kineticme.com/en/.
27 As can be seen in this table, KCL’s voting power increases by 108,901,869 Shares (resulting in KCL’s voting power
(i.e. as a percentage)) increasing by 4.43%. This table assumes the non-occurrence of any Adjustment Events.
20
AN EXPLANATION OF THE REASONS FOR THE PROPOSED ACQUISITION
Please see the explanatory notes beneath the headings “Background Information for Resolutions 6 and 7” and
“Background Information for Resolution 8” for the reasons for the proposed acquisition of the Relevant Interest in
(i.e. the reason for the issue of) the Shares the subject of those Resolutions.
Shareholder approval in accordance with item 7 of section 611 of the Corporations Act is required before any of
the Bridge Loan Shares, the Subscription Shares and the Kinetic Conversion Shares can be issued because the
issuance of these Shares will result in Kinetic’s (and together with its Associates’) Relevant Interests in the
Company’s shares increasing by more than would otherwise be permitted by item 9 of section 611 of the
Corporations Act (i.e. the 3% every 6 months “creep” exception to the prohibition in section 606) – said differently,
on completion of the issue of Shares the subject of Resolutions 6, 7 and 8, Kinetic’s voting power (as a percentage)
will increase from 51% to 55.43% (i.e. an increase of up to approximately 4.43%).
WHEN THE PROPOSED ACQUISITION IS TO OCCUR
If the requisite Shareholder approvals are obtained, it is expected that the Bridge Loan Shares will be issued to
Kinetic or its designee (i.e. KCL) within 3 Business Days after the Conditions Precedent applicable to the issue of
the Bridge Loan Shares (as to which, please see Schedule 2) are satisfied or waived in accordance with the
Subscription Agreement and that the Subscription Shares will be issued to Kinetic or its designee (i.e. KCL) within
5 Business Days after the Conditions Precedent applicable to the issue of the Subscription Shares (as to which,
please see Schedule 2) are satisfied or waived in accordance with the Subscription Agreement.
Please see Schedule 2 for a description of the Conditions Precedent that need to be satisfied or waived in order for
the Bridge Loan Shares and the Subscription Shares to be issued by the Company to Kinetic or its designee (which
is, as noted elsewhere in this Explanatory Statement, expected to be KCL).
Assuming Shareholders pass Resolution 8, it is expected that the Company will issue the Kinetic Conversion Shares
on or immediately after the Maturity Date.
THE MATERIAL TERMS OF THE PROPOSED ACQUISITION
There are no material terms in relation to any agreement or other arrangement in relation to the issue of the Bridge
Loan Shares, the Subscription Shares or the Kinetic Conversion Shares that have not been disclosed in this
Explanatory Statement.
DETAILS OF ANY OTHER RELEVANT AGREEMENT BETWEEN THE ACQUIRER AND THE
TARGET ENTITY OR VENDOR (OR ANY OF THEIR ASSOCIATES) THAT IS CONDITIONAL ON
(OR DIRECTLY DEPENDS ON) MEMBER APPROVAL OF THE PROPOSED ACQUISITION
N/A.
A STATEMENT OF THE ACQUIRER’S INTENTIONS REGARDING THE FUTURE OF THE TARGET
IF MEMBERS APPROVE THE ACQUISITION
Other than as disclosed elsewhere in this Explanatory Statement, the Company understands that Kinetic:
• has no present intention of making any significant changes to the business of the Company;
• has no present intention to inject further capital into the Company;
• has no present intention of making changes regarding the future employment of the present employees of the
Company;
• does not intend to redeploy any fixed assets of the Company;
• does not intend to transfer any property of the Company; and
• has no present intention to change the Company’s existing policies in relation to financial matters or
dividends.
These intentions are based on information concerning the Company, its business and the business environment
which is known to Kinetic at the date of this Explanatory Statement. These present intentions may change as new
information becomes available, as circumstances change or in the light of all material information, facts and
circumstances necessary to assess the operational, commercial, taxation and financial implications of those
decisions at the relevant time.
21
ANY INTENTION OF THE ACQUIRER TO SIGNIFICANTLY CHANGE THE FINANCIAL OR
DIVIDEND POLICIES OF THE ENTITY
The Company understands that Kinetic has no present intention of significantly changing the Company’s financial
or dividend policies.
THE INTERESTS THAT ANY DIRECTOR HAS IN THE ACQUISITION OR ANY RELEVANT
AGREEMENT
Although none of the current Directors have a material personal interest in the outcome of any of Resolutions 6, 7
and 8, as a consequence of their Association with Kinetic, each of Jianheng Deng, Lanlan Wang, Guo Xin, Mei
Zhang and Sun Qiming have chosen not to provide a recommendation in relation to each of Resolutions 6, 7 and
8.
DETAILS ABOUT ANY PERSON WHO IT IS INTENDED WILL BECOME A DIRECTOR IF MEMBERS
APPROVE THE ACQUISITION
The Company understands that Kinetic does not presently have any intentions of appointing any additional
Directors to (or otherwise altering the composition of) the Board.
INTERESTS OF THE COMPANY
N/A.
THE ADVANTAGES OF PASSING THE RESOLUTION
The Company considers the advantages of passing Resolutions 6, 7 and 8 to include each of the following:
Advancement of core projects
Following receipt of the funds and the repayment of debt that will occur from the issue of the Shares the subject of
Resolutions 6, 7 and 8, the Company considers that it will have enhanced financial flexibility to advance the
activities of the Company. It is expected that the funds received (or saved from being disbursed by way of the
repayment of existing debt) from the issue of Shares the subject of Resolutions 6, 7 and 8 will enable the Company
to significantly advance its flagship Makhado Project and accelerate the development of its other mineral assets.
Company and Kinetic will collaborate
The Company expects to continue its collaborative relationship with Kinetic and to continue to benefit from its
vast coal project development and production expertise. This relationship should minimise project implementation
risk for the Makhado Project and optimise operational efficiency across the Company’s other mineral assets.
Continue as a going concern
As noted in various of the Company’s prior period financial reports, the Company’s auditor has highlighted a
material uncertainty over the Company’s ability to continue as a going concern. Specifically, the auditor outlined
that the Company’s ability to continue as a going concern is dependent on it raising additional debt and equity
funding.
Accordingly, if Shareholders pass Resolutions 6, 7 and 8 and the Bridge Loan Shares, Subscription Shares and
Kinetic Conversion Shares are issued, the Company will receive the Subscription Amount (which will allow the
Company to continue as a going concern and meet its working capital requirements) and will repay (i.e. by way of
conversion of the Bridge Loan Amount and the Kinetic Amount Outstanding) up to approximately US$14.75
million owed to Kinetic.
THE DISADVANTAGES OF PASSING THE RESOLUTION
The Company considers the disadvantages of passing Resolutions 6, 7 and 8 to include each of the following:
Dilution
If Shareholders pass Resolutions 6, 7 and 8 the Bridge Loan Shares, Subscription Shares and Kinetic Conversion
Shares are issued (which currently holds 51% of the Company’s issued Share capital), the proportionate interests
of all other Shareholders will be diluted (noting that KCL will ultimately hold up to approximately 55.43% of the
Company’s shares as a consequence of the issue of the Kinetic Conversion Shares on or immediately after the
Maturity Date).
KCL’s greater than 50% holding of Shares allows Kinetic to control the Company and to either pass or block
resolutions put to members (i.e. other than resolutions that Kinetic is not permitted to cast a vote on).
22
Future takeover offers
KCL’s greater than 50% holding of Shares allows Kinetic to control the Company and to either pass or block most
resolutions put to members. The issue of the Bridge Loan Shares, the Subscription Shares and the Kinetic
Conversion Shares will further increase Kinetic’s Relevant Interest (on a proportionate basis) in the Company’s
issued and voting Share capital (thereby further increasing its control of the Company).
Such a significant ownership interest (and the increase that will occur as a result of the issue of Shares the subject
of Resolutions 6, 7 and 8 to Kinetic) likely deters (noting that the increase that will occur as a result of the issue of
Shares the subject of Resolutions 6, 7 and 8 to Kinetic will likely further deter) third party bidders from either
acquiring Shares on market or from making a takeover offer for all of the Company’s shares.
Further detail
The advantages and disadvantages of passing Resolutions 6, 7 and 8 are outlined in further detail in the
Independent Expert’s Report.
THE CONSEQUENCES OF NOT PASSING RESOLUTIONS 6, 7 AND/OR 8
Alternative sources
If Shareholders do not pass Resolution 6, the Company will not be able to benefit from the set-off arrangement
agreed in Bridge Loan Agreement and the Subscription Agreement meaning that it will have to find alternative
funding to repay the Bridge Loan Amount owing under the Bridge Loan.
If Shareholders do not pass Resolution 7, the Company will not receive the US$8 million it expects to receive from
the issue of the Subscription Shares (i.e. the Subscription Amount). This will likely result in the Company needing
to raise funds from alternative sources to:
• continue to advance the Makhado Project; and
• continue as a going concern.
If Shareholders do not pass Resolution 8, the Company will not be able to convert the Kinetic Amount Outstanding
into Kinetic Conversion Shares and as such it will be required to repay the Kinetic Amount Outstanding (which is
expected to be up to a total of approximately US$6,749,600 on the Maturity Date) in cash.
Shareholders should note that there can be no certainty that the Company will be able to procure alternative
funding either on terms acceptable to the Company, on terms superior to those the subject of Resolutions 6, 7 and
8 or at all.
Further detail
The consequences of not passing Resolutions 6, 7 and 8 are outlined in further detail in the Independent Expert’s
Report.
OTHER
Proposed changes to composition of the Board
The Company understands that Kinetic does not presently have any intention of appointing any additional
Directors to (or otherwise altering) the Board.
The rights and liabilities attaching to the Shares the subject of Resolutions 6, 7 and 8
Each of the Bridge Loan Shares, Subscription Shares and Kinetic Conversion Shares are fully paid ordinary shares
in the equity capital of the Company. A summary of the rights and liabilities applicable to these Shares is set out
in Schedule 6.
Association
Other than as disclosed in this Explanatory Statement, the Company is not aware of any Association (whether
formal or informal) between Kinetic (or any Associate of Kinetic) with any existing Shareholder (i.e. other than
KCL) or with any other person.
23
Board recommendation
The Directors (other than Jianheng Deng, Lanlan Wang, Guo Xin, Mei Zhang and Sun Qiming who abstain from
making a recommendation 28) recommend that Shareholders vote in favour of each of Resolutions 6, 7 and 8.
The Board is not aware of any other information that Shareholders might reasonably require to make a decision
whether it is in the best interest of the Company to pass each of Resolutions 6, 7 and 8.
The Chair intends to vote all undirected proxies in favour of each of Resolutions 6, 7 and 8.
28 The Directors referred to in this paragraph have abstained from making a recommendation as they are either
Associates of or are nominee Directors appointed by, Kinetic.
24
GLOSSARY
Adjustment Event when used in the context of the Subscription Agreement, has the
meaning given in the Subscription Agreement (as to which, please see
Schedule 2) and when used in the context of the Promissory Notes,
has the meaning given in the Promissory Note instrument (as to
which, please see Schedule 4)
Associate has the meaning given in sections 11 to 17 of the Corporations Act
ASIC means the Australian Securities and Investments Commission
ASX means ASX Limited and, where the context requires, the financial
market operated by it
Board means the board of Directors of the Company
Business Day means any day that is not a Saturday, Sunday, legal holiday or other
day on which commercial banks are required or authorised by law to
be closed in Australia, South Africa, the PRC, Hong Kong, and the
domicile of Kinetic’s bank
Chairman means the person appointed as chairperson of the Meeting
Closely Related Party has the meaning given in the Corporations Act
Company MC Mining Limited ABN 98 008 905 388
Consortium means Shining Capital, Dendocept, the Golden Eagle
Trust, Pacific Goal, YHYI, Longelephant, Yi He, Jun Liu, Golden
Archer and Eagle Canyon
Constitution means the constitution of the Company in effect as at the date of this
Notice
Corporations Act means the Corporations Act 2001 (Cth)
Dendocept Group means Dendocept together with its Associates, the Golden Eagle
Trust, Pacific Goal, Christine He, Jun Liu, Golden Archer
and Eagle Canyon
For further information in relation to Dendocept Group’s Relevant
Interest in Shares, please see the ASIC Form 604 filed by the Dendocept
Group (and released on ASX) on 30 September 2026
Ms He, a Director, is a beneficiary of the Golden Eagle Trust
Directors means the directors of the Company
Equity Securities includes a share, a right to a share or option, an option, a convertible
security and any security that ASX decides to classify as an equity
security
Explanatory Statement means this explanatory statement
Golden Archer means Golden Archer Investment (Pty) Ltd
25
Goldway means Goldway Capital Investment Limited, the entity that in 2024
conducted an off-market takeover bid for all of the Shares in the
Company that members of the Consortium did not already own
KCL means Kinetic Crest Limited of 18F, 80 Gloucester Road, Wanchai,
Hong Kong
Kinetic means Kinetic Development Group Limited
Key Management Personnel or KMP has the meaning given in the Corporations Act
Listing Rules means the Listing Rules of ASX
LITL means Longelephant International Trade Limited
Makhado Project means the Makhado hard coking and thermal coal project, situated in
the Soutpansberg Coalfield, in the Limpopo Province of South Africa,
and in respect of which Baobab Mining and Exploration Proprietary
Limited holds the relevant mining right
Meeting or Annual General Meeting means the annual general meeting the subject of the Notice
Notice means the notice of Meeting which accompanies this Explanatory
Statement
Pacific Goal means Pacific Goal Investment Limited
PRC means the People’s Republic of China, but solely for the purposes of
the Bridge Loan Agreement and the Subscription Agreement,
excludes Hong Kong, the Macau Special Administrative Region and
the islands of Taiwan
Related Party has the meaning given in section 228 of the Corporations Act
Relevant Interest has the meaning given in section 608 of the Corporations Act
Remuneration Report means the section of the Directors’ report contained in the annual
financial statements of the Company for the year ended 30 June 2026
titled “Remuneration Report”
Resolution means a resolution proposed pursuant to the Notice
Senosi means Senosi Group Investment Holdings Proprietary Limited
Share means a fully paid ordinary share of the Company (and a Shareholder
is a person who holds one or more Shares)
Shining Capital means Shining Capital GP Limited
YHYI means Ying He Yuan Investment (S) Pte Ltd
26
SCHEDULE 1 – BRIDGE LOAN AGREEMENT
The principal terms of the Bridge Loan Agreement are set out below.
Date The Bridge Loan Agreement is dated 13 August 2026.
Parties The Bridge Loan Agreement is between Kinetic Development Group
Limited, as lender and MC Mining Limited, as borrower.
Bridge Loan US$8 million.
Permitted Use The Company must only use the proceeds of the Bridge Loan and to
fund group business operations and its working capital requirements,
in accordance with the Cash Flow Forecast (defined below).
Interest Interest accrues on the Bridge Loan from the Drawdown Date until
the Bridge Loan repaid in full at a rate equal to the Australian Reserve
Bank Rate plus a 3.00% margin, compounded monthly in arrears on a
365-day basis.
Interest must be paid by the Company in cash.
Repayment Date Unless repaid earlier or extended at Kinetic’s sole discretion, the
Bridge Loan must be repaid and all accrued interest must be paid on
the date that is three months after the Drawdown Date.
Drawdown Date The actual date of disbursement of the Bridge Loan Amount (which
was 14 August 2026).
Repayment by Set-off The Bridge Loan is to be repaid by way of set-off against the first US$8
million of Kinetic’s US$16 million commitment to subscribe for
Subscription Shares under the Subscription Agreement.
The repayment of the Bridge Loan is expected to result in the issue of
38,295,836 Bridge Loan Shares to Kinetic or its designee (which is, as
noted elsewhere in the Explanatory Statement, expected to be KCL).
As noted throughout these Meeting Documents, the precise number
of Bridge Loan Shares to be issued to Kinetic or its designee is subject
to change in the event of an Adjustment Event.
Bridge Loan Shares Fully paid ordinary shares in the equity capital of the Company. Once
issued, the Company will apply for quotation of all Bridge Loan
Shares in accordance with the Listing Rules of ASX and JSE.
Issue Price US$0.2089 per Bridge Loan Share. See also the definition of
Adjustment Event in Schedule 2.
Adjustment Event Please see the definition of Adjustment Event in Schedule 2.
Security The Bridge Loan constitutes an unsecured debt obligation of the
Company.
Representations and Warranties Standard for an agreement of the nature of the Bridge Loan
Agreement.
Event of Default Standard for an agreement of the nature of the Bridge Loan
Agreement.
27
Indemnity The Company agrees to indemnify and hold harmless Kinetic and
each of its affiliates, directors, officers, agents and assigns (collectively,
the Indemnitees) from and against any and all losses, damages,
liabilities, claims, proceedings, costs and expenses (including without
limitation reasonable attorney’s fees and other professional fees and
expenses incurred in the investigation, collection, legal proceedings,
arbitration, enforcement, prosecution and defence of claims and
amounts paid in settlement, fines or penalties, taxes payable by such
person by reason of the indemnification) suffered by any of the
Indemnitees, as a result of, or based upon or arising from any
inaccuracy in, or breach or non-performance of any of the
representations, warranties, covenants or agreements made by the
Company.
28
SCHEDULE 2 – SUBSCRIPTION AGREEMENT
The principal terms of the Subscription Agreement are set out below.
Date The Subscription Agreement is dated 13 August 2026.
Parties The Subscription Agreement is between Kinetic Development Group
Limited as subscriber of the Bridge Loan Shares and the Subscription
Shares and MC Mining Limited as issuer of those Shares.
Subscription Commitment Kinetic has committed to subscribe for a total of US$16 million in
Bridge Loan Shares and Subscription Shares with the first US$8
million of that commitment to be satisfied by way of set-off against the
principal amount of the Bridge Loan.
The satisfaction of the two-tranche funding commitment the subject of
the Subscription Agreement is expected to result in the issue of a total
of 76,591,672 Shares to Kinetic or its designee (which is, as noted
elsewhere in the Explanatory Statement, expected to be KCL).
As noted throughout these Meeting Documents, the precise number
of Subscription Shares to be issued to Kinetic or its designee under the
Subscription Agreement is subject to change in the event of an
Adjustment Event.
Permitted Use The Company must only use the amount raised under the
Subscription Agreement to repay the Bridge Loan (i.e. by way of set-
off as noted above) and to fund the Company’s business operations
and its working capital requirements, in accordance with an agreed
cash flow forecast.
Subscription Shares Fully paid ordinary shares in the equity capital of the Company.
Once issued, the Company will apply for quotation of all Subscription
Shares in accordance with the Listing Rules of ASX and JSE and will
do all things necessary to ensure the Subscription Shares are freely
tradeable.
Issue Price US$0.2089 per Subscription Share. See also the definition of
Adjustment Event below.
Adjustment Event The Issue Price of US$0.2089 is subject to adjustment in accordance
with the Listing Rules to reflect any subdivision, consolidation, bonus
issue or rights issue of Shares that occurs after the date of the
Subscription Agreement and on or before the date of issue of the
Bridge Loan Shares and Subscription Shares.
Representations and Warranties Standard for an agreement of the nature of the Subscription
Agreement.
Material Adverse Effect Standard for an agreement of the nature of the Subscription
Agreement.
Conditions Precedent In addition to the receipt of Shareholder approval for the purposes of
item 7 of section 611 of the Corporations Act, the following conditions
must be satisfied before Kinetic is required to subscribe for the Bridge
Loan Shares and the Subscription Shares.
29
The Conditions Precedent referred to herein are applicable to the issue
of the Bridge Loan Shares and the Subscription Shares unless stated
otherwise.
Representations and Warranties True and Correct
The representations and warranties of the Company contained in the
Subscription Agreement are true, correct and complete on and as of
the date of the Subscription Agreement and on the date on which the
Bridge Loan Shares or the Subscription Shares are issued.
Performance of Obligations
The Company has performed and complied with all of its obligations
under the Subscription Agreement that are required to be performed
or complied with on or before the date on which the Bridge Loan
Shares or the Subscription Shares are issued.
Cash Flow Forecast
The Investor must have received and approved a cash flow forecast
(Cash Flow Forecast) and any other documents or materials
reasonably requested by Kinetic, each in form and substance
satisfactory to the Kinetic, and the Company must have demonstrated,
to Kinetic’s reasonable satisfaction, that the amount, purpose, and the
proposed timing for the payment, of the funds being used are
necessary by reference to the Cash Flow Forecast.
No Material Adverse Effect
There must not have been any event which had a Material Adverse
Effect on the Company or on the ability of the Company to
consummate the transactions contemplated under the Subscription
Agreement.
No Event of Default
No Event of Default (as that term is defined in the Bridge Loan
Agreement) has occurred or is continuing.
This Condition Precedent is only applicable to the issue of the Bridge
Loan Shares.
Makhado Project
In addition to the above referred Conditions Precedent (save for the
“No Event of Default” Condition Precedent which is only applicable
to the issue of the Bridge Loan Shares), the issue of the Subscription
Shares is also contingent on:
• the Makhado Project having commenced production;
• Kinetic being satisfied, in its reasonable opinion, with (a) the
Company’s operating performance and overall operational
status (b) the progress and status of the Company’s construction
and engineering activities (c) the application and use of the
proceeds from the issue of the Bridge Loan Share and (d) the
Company’s updated business plan and the updated Cash Flow
Forecast; and
• any other conditions that the Investor may deem relevant and
necessary.
30
Indemnity The Company agrees to indemnify and hold harmless Kinetic and each
of its affiliates, directors, officers, agents and assigns (collectively, the
Indemnitees) from and against any and all losses, damages, liabilities,
claims, proceedings, costs and expenses (including without limitation
reasonable attorney’s fees and other professional fees and expenses
incurred in the investigation, collection, legal proceedings, arbitration,
enforcement, prosecution and defence of claims and amounts paid in
settlement, fines or penalties, taxes payable by such person by reason
of the indemnification) suffered by any of the Indemnitees, as a result
of, or based upon or arising from any inaccuracy in, or breach or non-
performance of any of the representations, warranties, covenants or
agreements made by the Company.
31
SCHEDULE 3 – NOTE PURCHASE AGREEMENTS
The principal terms of the Kinetic Note Purchase Agreement and the Eagle Canyon Note Purchase Agreement are
set out below. Unless stated otherwise, the terms of each agreement are substantially the same in material respects.
Date The Kinetic Note Purchase Agreement is dated 10 June 2026.
The Eagle Canyon Purchase Agreement is dated 10 June 2026.
Parties The Kinetic Note Purchase Agreement is between Kinetic
Development Group Limited (Kinetic) and MC Mining Limited
(Company).
The Eagle Canyon Note Purchase Agreement is between Eagle
Canyon International Group Holding Limited and the Company.
Commitment Under the Kinetic Note Purchase Agreement, Kinetic has committed
to provide a total of US$6,136,000 in funding to the Company through
the subscription and issuance of Promissory Notes.
Under the Eagle Canyon Note Purchase Agreement, Eagle Canyon has
committed to provide a total of US$3,800,000 in funding to the
Company through the subscription and issuance of Promissory Notes.
Promissory Notes Has the meaning given in the Explanatory Statement and in Schedule
4 to the Explanatory Statement.
Call The Company may call funds by delivering utilization requests during
the period from the agreement date through September 30, 2026, with
calls proportionate to the commitments by the Kinetic and Eagle
Canyon relative to the total funding commitments.
Each utilization request must include information on the intended
application of funds and reference a cash flow forecast. Upon receipt
of a valid request and satisfaction of conditions, Kinetic and Eagle
Canyon will wire the requested funds to the Company’s bank account.
Representations and Warranties Standard for an agreement of the nature of the Note Purchase
Agreement.
Indemnity The Company agrees to indemnify and hold harmless each of Kinetic
and Eagle Canyon and each of their respective affiliates, directors,
officers, agents and assigns (collectively, the Investor Indemnitees)
from and against any and all losses, damages, liabilities, claims,
proceedings, costs and expenses (including without limitation
reasonable attorney’s fees and other professional fees and expenses
incurred in the investigation, collection, legal proceedings, arbitration,
enforcement, prosecution and defence of claims and amounts paid in
settlement, fines or penalties, taxes payable by such person by reason
of the indemnification) suffered by any of the Investor Indemnitees, as
a result of, or based upon or arising from any inaccuracy in, or breach
or non-performance of any of the representations, warranties,
covenants or agreements made by the Company.
32
SCHEDULE 4 – PROMISSORY NOTES
The principal terms of the Promissory Notes are set out below. Other than with respect to the aggregate amount
repayable, the Promissory Notes issued to Kinetic and Eagle Canyon have precisely the same terms.
Promissory Note Each drawdown will result in the issue of one or more promissory
notes (each, a Promissory Note), the aggregate principal value of
which will bear interest at the Interest Rate.
Repayment Each Promissory Note matures twelve months after the Initial Closing
Date (which was 17 June 2026), by which time the Company must
repay the Amount Outstanding in cash if not converted.
Payments are to be made in US dollars via wire transfer to the bank
account specified by Kinetic and Eagle Canyon.
Interest The interest rate is equal to the sum of the Reserve Bank of Australia’s
publicly quoted business rate loan for medium businesses, plus 3.0%
per annum, compounded monthly.
Conversion The Amount Outstanding (as that term is defined in the Explanatory
Statement) may, at the election of Kinetic and Eagle Canyon, be
converted into Conversion Shares subject to the receipt of MC Mining
shareholder approval.
In order to satisfy and extinguish the Amount Outstanding, the
Company would be required to issue such number of Conversion
Shares as is equivalent to the Amount Outstanding divided by the
Issue Price.
Conversion must occur in accordance with all legal and regulatory
requirements. The Company’s approval must be obtained where
conversion will result in the relevant lender holding more than 75% of
the Company’s shares.
Conversion Shares Fully paid ordinary shares in the equity capital of the Company. Once
issued, the Company will apply for quotation of all Conversion Shares
in accordance with the Listing Rules of ASX and JSE.
As noted throughout these Meeting Documents, the precise number of
Kinetic Conversion Shares to be issued to Kinetic or its designee is
subject to change in the event of an Adjustment Event.
Issue Price US$0.2089 per Conversion Share. See also the definition of Adjustment
Event below.
Adjustment Event The Issue Price of US$0.2089 is subject to adjustment in accordance
with the Listing Rules to reflect any subdivision, consolidation, bonus
issue or rights issue of Shares that occurs after the date on which the
Promissory Notes are issued and on or before the date on which the
Kinetic Conversion Shares are issued.
Security The Promissory Notes constitute unsecured debt obligations of the
Company.
33
SCHEDULE 5 – KINETIC STRUCTURE DIAGRAM
34
SCHEDULE 6 – RIGHTS AND LIABILITIES OF SHARES
The rights and liabilities attaching to the Bridge Loan Shares, the Subscription Shares, the Kinetic Conversion
Shares and the Eagle Canyon Shares (each of which is a “Share”) arise from a combination of the Company’s
constitution (Constitution), statute, the Listing Rules and the general law. A summary of the significant rights,
liabilities and obligations attaching to these Shares and a description of other material provisions of the
Constitution are set out below.
Powers generally The Directors are responsible for managing the business of the
Company and may exercise all powers of the Company which are not
required by the Corporations Act, the Constitution or the Listing Rules
to be exercised by the Company in a general meeting.
Voting at a general meeting At a general meeting of the Company, every Shareholder present in
person or by proxy, representative or attorney has one vote on a show
of hands and, on a poll, one vote for each fully paid Share held by the
Shareholder.
Meetings of members Each Shareholder is entitled to receive notice of, attend and vote at,
meetings of the Company and to receive all notices, accounts and other
documents required to be sent to Shareholders under the Corporations
Act, the Listing Rules or the Constitution.
At least 28 days written notice of a meeting of members must be given
individually to each member (whether or not the member is entitled
to vote at the meeting), each Director and to the auditor.
Transfer of Shares Subject to the Corporations Act, Shares may be transferred by a proper
transfer effected in accordance with the Listing Rules or the operating
rules of ASX. The Board may refuse to register a transfer of Shares in
any of the permitted circumstances described in the Listing Rules
and/or the operating rules of ASX.
Issue of Shares Subject to the Corporations Act and the Listing Rules, the Board may,
on behalf of the Company, issue, grant options over or otherwise
dispose of unissued Shares to any person on the terms, with the rights,
and at the times that the Board decides.
Winding up Subject to the terms of issue of Shares, the surplus assets of the
Company remaining after payment of its debts are divisible among the
members in proportion to the number of fully paid ordinary Shares
held by them.
If the Company is wound up, the liquidator may, with the sanction of
a special resolution:
• divide the assets of the Company among the members in kind;
• for that purpose fix the value of assets and decide how the
division is to be carried out as between the members and
different classes of members; and
vest assets of the Company in trustees of any trusts for the benefit of
the members as the liquidator thinks appropriate.
Appointment and rotation of The Directors may also appoint a person qualified to be a Director to
Directors fill a casual vacancy on the Board or as an addition to the existing
Directors, who will then hold office until the next annual general
meeting of the Company.
35
Directors are elected at general meetings of the Company. Retirement
will occur on a rotational basis so that no Director (excluding the
managing Director) holds office without re-election beyond the third
annual general meeting following the meeting at which the Director
was last elected or 3 years, whichever is longer.
Majorities A resolution of the Board must be passed by a majority of the votes
cast by Directors entitled to vote on the resolution. If an equal number
of votes is cast for and against a resolution:
• the chairman of the meeting has a second or casting vote unless
only 2 Directors are entitled to vote or the chairman of the
meeting is not entitled to vote; and
• if the chairman does not have a second or casting vote the matter
is decided in the negative.
Remuneration The Directors (other than an executive Director) are entitled to be paid,
out of the funds of the Company, an amount of remuneration which:
• does not:
o in any year exceed in aggregate of the amount last fixed by
ordinary resolution; or
o consist of a commission on or percentage of profits or
operating revenue; and
• is allocated among them:
o on an equal basis having regard to the proportion of the
relevant year for which each Director held office; or
o as otherwise decided by the Board; and
• is provided in the manner the Board decides, which may include
provision of non-cash benefits.
If a Director, at the request of the Board and for the purposes of the
Company, performs extra services or makes special exertions
(including going or living away from the Director’s usual residential
address), the Company may pay that Director a fixed sum set by the
Board for doing so. Remuneration under this rule may be either in
addition to or in substitution for any remuneration to which that
Director is otherwise entitled.
Indemnities Subject to and so far as permitted by law:
• the Company must, to the extent the person is not otherwise
indemnified, indemnify every officer of the Company and its
wholly owned subsidiaries and may indemnify its auditor
against a liability incurred as such an officer or auditor to a
person (other than the Company or a related body corporate)
including a liability incurred as a result of appointment or
nomination by the Company or subsidiary as trustee or as an
officer of another corporation, unless the liability arises out of
conduct involving a lack of good faith; and
• the Company must make a payment (whether by way of
advance, loan or otherwise) in respect of legal costs incurred by
an officer or employee or auditor in defending an action for a
liability incurred as such an officer, employee or auditor or in
resisting or responding to actions taken by a government agency
or a liquidator.
36
Insurance Subject to the law, the Company may enter into, and pay premiums
on, a contract of insurance in respect of any person.
Further information Further details of the rights and liabilities attaching to the Shares are
set out in the Constitution, a copy of which is available by emailing the
Company’s Company Secretary by email at
bill.pavlovski@mcmining.co.za.
37
ANNEXURES TO THE EXPLANATORY STATEMENT
A Proxy form
B Bridge Loan Market Release
C Promissory Note Market Release
D Independent Expert’s Report
38
Annexure A
MC MINING LIMITED
(Incorporated and registered in Australia)
(Registration number: ABN 98 008 905 388)
Share code on the JSE Limited: “MCZ” and ASX: “MCM”
ISIN: AU000000MCM9
FORM OF PROXY – ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD
ON MONDAY, 30 NOVEMBER 2026 AT 10:00 AM (SOUTH AFRICAN TIME)
Only for use by certificated shareholders or dematerialised shareholders of MC Mining Limited who have selected “own-name”
registration.
For use by MC Mining shareholders at the Annual General Meeting of shareholders to be held exclusively at the offices of
MC Mining Limited, Ground Floor, Greystone Building, Fourways Golf Park, Roos Street, Fourways, 2191 on Monday, 30
November 2026 at 10:00 AM (South African Time) and at any adjournment or postponement of that Meeting.
If you have dematerialised your shares with a Central Securities Depository Participant (“CSD Participant”) or broker and
have not selected “own-name” registration, you must arrange with your CSD Participant or broker to provide you with the
necessary letter of representation to attend the Annual General Meeting or you must instruct them as to how you wish to
vote in this regard. This must be done in terms of the agreement entered between you and the CSD Participant or broker.
I/We (Names in full – please print)
of (address – please print):
being the holder of shares in MC Mining hereby appoint:
1. of or failing him/her,
2. of or failing him/her,
or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and vote for me/us at the Annual General
Meeting of shareholders to be held exclusively at the offices of MC Mining Limited, Ground Floor, Greystone Building, Fourways
Golf Park, Roos Street, Fourways, 2191 on Monday, 30 November 2026 at 10:00 AM (South African Time) and at any adjournment
or postponement of that Meeting and at any adjournment or postponement thereof, and, if deemed fit, passing, with or without
modification, the resolutions to be proposed thereat in accordance with the following instructions (or if no directions have been
given, and to the extent permitted by law, as the proxy sees fit) (see notes). The Explanatory Memorandum that accompanies and
forms part of this Notice of Annual General Meeting describes the matters to be considered at the Annual General Meeting.
For Against Abstain
Resolution 1 Non-binding resolution to adopt the Remuneration Report
Resolution 2 Election of Director – Guo Xin
Resolution 3 Election of Director – Mei Zhang
Resolution 4 Election of Director – Sun Qiming
Resolution 5 Approval of Listing Rule 7.1A Mandate
Resolution 6 Approval of Acquisition of relevant interest in Bridge Loan Shares by
Kinetic Development Group Limited
Resolution 7 Approval of Acquisition of relevant interest in Subscription Shares by
Kinetic Development Group Limited
Resolution 8 Approval of Acquisition of relevant interest in Kinetic Conversion
Shares by Kinetic Development Group Limited
Signed at on 2026
Name
(In block letters)
Signature/s
Assisted by me
(If applicable)
Full name/s of signatory/ies if signing in a representative capacity
(In block letters and authority to be attached – see note 11)
Notes
(1) Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of MC Mining) to attend,
speak, vote or abstain from voting in place of that shareholder at the Annual General Meeting of shareholders.
(2) A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the
space/s provided, with or without deleting “the Chairman of the Meeting,” but any such deletion must be initialled by the
shareholder. The person whose name stands first on the form of proxy and who is present at the Annual General Meeting of
shareholders will be entitled to act as proxy to the exclusion of those whose names follow.
(3) Forms of proxy must be lodged with or posted to the transfer secretaries, Computershare Investor Services
(Proprietary) Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa, (Private Bag X9000,
Saxonwold, 2132, South Africa), faxed to +27 11 688-5238 or emailed to Proxy@Computershare.co.za to be received
by no later than Friday, 27 November 2026 at 10:00 AM (South African Time).
(4) The completion and lodging of this form of proxy will not preclude the shareholder from attending the Annual General Meeting
and speaking and voting in person to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to
do so.
(5) If the signatory does not indicate in the appropriate place on the face hereof how he/she wishes to vote in respect of
any resolutions, his/her proxy shall be entitled to vote as he/she deems fit in respect of that resolution. The
Chairman intends to vote all available undirected proxies in favour of all Resolutions.
(6) The Chairman of the Meeting shall be entitled to decline to accept the authority of a person signing this form of proxy:
– under a power of attorney; or
– on behalf of a company.
unless the power of attorney or authority is deposited at the office of MC Mining’s transfer secretaries, not less than 48 hours
before the time appointed for the holding of the Annual General Meeting.
(7) The Chairman of the Meeting may reject or accept any form of proxy, which is completed and/or received other than in
accordance with these notes, provided that the Chairman is satisfied as to the way the shareholder concerned wishes to vote.
(8) Subject to note (2) above, a deletion of any printed matter and the completion of any blank spaces need not be signed or
initialled. Any alterations must be signed, not initialled.
(9) If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be authorised to vote the total
shareholding registered in the shareholder’s name.
(10) A vote given in terms of an instrument of proxy shall be valid in relation to the Annual General Meeting, notwithstanding the
death of the person granting it, or the revocation of the proxy, or the transfer of the shares in MC Mining in respect of which
the vote is given, unless an intimation in writing of such death, revocation or transfer is received by the transfer secretaries no
less than 48 hours before the commencement of the Annual General Meeting.
(11) Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g., for a
company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this form of proxy unless
previously recorded by MC Mining or its transfer secretaries or waived by the Chairman of the Meeting.
(12) Where this form of proxy is signed under power of attorney, such power of attorney must accompany this form of proxy,
unless it has previously been registered with MC Mining or the transfer secretaries.
(13) Where there are joint holders of shares and if more than one such joint holder is present or represented thereat, then the
person whose name appears first in the register of such shares or his/her proxy shall alone be entitled to vote in respect
thereof.
(14) Where shares are held jointly, all joint holders are required to sign.
(15) A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing his/her legal capacity are
produced or have been registered by the transfer secretaries of MC Mining.
(16) Dematerialised shareholders who have not selected “own-name” registration and who wish to attend the Annual General
Meeting or to vote by way of proxy, must advise their CSD Participant or broker who will issue the necessary letter of
representation in writing, for a dematerialised shareholder or proxy to do so.
Transfer Secretaries
Computershare Investor Services (Proprietary) Limited
Reg. No. 2004/003647/07
Proxy Dept. Private Bag X9000, Saxonwold, 2132, South Africa
Fax: +27 11 688-5238
Email: Proxy@Computershare.co.za
Annexure B
CORRECTION TO ANNOUNCEMENT 13 August 2026
MC Mining Limited (the Company) refers to its announcement released on the market
announcements platform earlier today, 13 August 2026, regarding the Loan Agreement and Share
Subscription Agreement entered into with Kinetic Development Group Limited (KDG).
The Company advises that the announcement contained an error regarding the date on which the
Loan Agreement and the Share Subscription Agreement were entered into. The announcement
stated that these agreements were entered into "on 12 August 2026". This is incorrect. The Loan
Agreement and the Share Subscription Agreement were in fact entered into on 13 August 2026.
No other content of the announcement is affected, and all key terms of the Transaction, including
the bridge loan and share subscription arrangements, remain as previously disclosed.
The Company apologises for any inconvenience this may have caused and confirms that this
correction has been approved for release by the Company's Board of Directors.
Yours faithfully
Bill Pavlovski
Company Secretary
MC Mining Limited
ABOUT MC MINING LIMITED
MC Mining is an ASX/JSE-listed coal exploration, development and mining company operating in South Africa.
MC Mining's key projects include the Uitkomst Colliery (metallurgical and thermal coal), Makhado Project (hard
coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater Soutpansberg Projects (coking
and thermal coal).
ANNOUNCEMENT 13 August 2026
MC MINING SECURES US$16 MILLION OF FURTHER CAPITAL SUPPORT FROM KINETIC
DEVELOPMENT GROUP THROUGH A US$8 MILLION BRIDGE LOAN AND ADDITIONAL
SHARE SUBSCRIPTION
MC Mining Limited (MC Mining or the Company) is pleased to announce that, on 13 August 2026, the
Company entered into a loan agreement (the Loan Agreement) and a share subscription agreement
(the Share Subscription Agreement) with its controlling shareholder, Kinetic Development Group
Limited (KDG), pursuant to which KDG will provide the Company with capital support of up to
US$16,000,000 in aggregate (together, the Transaction).
The Transaction comprises an unsecured bridge loan of US$8,000,000, to be advanced to the Company
shortly following satisfaction of the conditions precedent to drawdown, and a subscription by KDG (or
by a wholly-owned subsidiary of KDG nominated by it) for new fully paid ordinary shares in the
Company (Shares) for an aggregate subscription amount of US$16,000,000, to be subscribed in two
equal tranches, at an issue price of US$0.2089 per Share (subject to adjustment in accordance with
the ASX Listing Rules to reflect any subdivision, consolidation, bonus issue or rights issue of Shares
occurring after the date of the Share Subscription Agreement). The bridge loan provides the Company
with immediate access to working capital in advance of the shareholder meeting at which approval of
the share subscription will be sought.
BACKGROUND
Shareholders are referred to the Company's announcement dated 5 May 2026, in which the Company
confirmed completion of the staged subscription programme by KDG (through its wholly-owned
special purpose vehicle, Kinetic Crest) and that, with effect from 22 April 2026, KDG became the
controlling shareholder of MC Mining, holding 51.00% of the Company's ordinary shares on a fully
diluted basis.
Shareholders are further referred to the Company's previous announcements in relation to the on
going convertible loan note programme under which the Company was funded in the aggregate
amount of US$9,936,000 (the Convertible Loan Note Programme), comprising US$6,136,000
committed by KDG and US$3,800,000 committed by Eagle Canyon International Group Holding (Hong
Kong) Limited (Eagle Canyon).
The Transaction constitutes new and additional funding. It is not a variation, refinancing or extension
of the Convertible Loan Note Programme or of any convertible promissory note issued under it.
KEY TERMS OF THE BRIDGE LOAN
Lender Kinetic Development Group Limited.
Borrower MC Mining Limited.
Principal amount US$8,000,000, unsecured.
Interest The aggregate of the Australian Reserve Bank Rate (being the publicly
quoted outstanding business loan rate for medium business published
by the Reserve Bank of Australia from time to time) and a margin of
3.00% per annum, compounded monthly in arrears on a 365-day
basis.
Drawdown Within five business days of satisfaction or waiver of the conditions
precedent, being (i) delivery to KDG of a duly executed voting
intention statement from shareholders of the Company holding, in
aggregate, not less than 25% of the issued share capital of the
Company, and (ii) completion of all corporate proceedings in
connection with the loan. If those conditions precedent are not
satisfied, or waived in writing by KDG, within five business days of the
date of the Loan Agreement, KDG may by written notice elect not to
advance the loan and terminate the Loan Agreement.
Repayment The entire loan and all interest accrued on it must be repaid on or
before the date falling three months after the drawdown date, or such
later date as KDG may determine in writing in its sole discretion. If the
first closing under the Share Subscription Agreement occurs before
that date, the outstanding principal amount is instead applied by way
of set-off as described below.
Application of principal At the first closing under the Share Subscription Agreement, the
outstanding principal amount of the bridge loan is to be applied by
way of set-off in satisfaction and discharge in full of KDG's obligation
to pay the first tranche subscription price of US$8,000,000, and no
cash payment is required from KDG in respect of the first closing.
Interest accrued on the bridge loan up to the first closing is payable in
cash by the Company to KDG at the first closing, and does not form
part of, and is not applied against, the subscription price.
Use of proceeds Business operations and working capital requirements of the
Company and its subsidiaries, in accordance with the permitted
purpose and the agreed cash flow forecast.
KEY TERMS OF THE SHARE SUBSCRIPTION
Investor Kinetic Development Group Limited.
Subscription amount US$16,000,000 in aggregate, to be subscribed in two equal tranches
of US$8,000,000.
Issue price US$0.2089 per Share.
Number of Shares 76,591,672 new fully paid ordinary Shares in aggregate, comprising
38,295,836 Shares at the first closing and 38,295,836 Shares at the
second closing, in each case subject to adjustment as described
above. The Shares may be issued to KDG or to a wholly-owned
subsidiary of KDG nominated by it (which may be Kinetic Crest
Limited), notified to the Company at least three business days before
the relevant closing.
Settlement The first tranche subscription price of US$8,000,000 is to be satisfied
and discharged in full by way of set-off against the outstanding
principal amount of the bridge loan. The second tranche subscription
price of US$8,000,000 is to be paid by KDG in cash at the second
closing.
Conditions Customary conditions precedent to each closing, including receipt of
the requisite shareholder approvals, delivery of a cash flow forecast
in form and substance satisfactory to KDG, and no material adverse
change. The conditions relating to receipt of the shareholder
approvals and to the Company's performance of its obligations may
not be waived. The first closing is additionally conditional upon the
Company having lodged this announcement with the ASX and the JSE
on the date of the Share Subscription Agreement, and upon no event
of default having occurred or continuing under the Loan Agreement.
The second tranche is additionally conditional upon, among other
things, the Makhado Project having commenced production and KDG
being satisfied with the Company's operating performance, project
progress, application of the first tranche proceeds and updated
business plan and cash flow forecast. The second closing is also
subject to any other conditions that KDG may deem relevant and
necessary.
Shareholder approval No Shares may be allotted or issued to KDG, whether in satisfaction
of the bridge loan or on completion of the share subscription, unless
and until the Company has obtained the shareholder approvals
described below. The Share Subscription Agreement provides that
this condition may not be waived.
Termination Either party may terminate the Share Subscription Agreement if
drawdown of the bridge loan has not occurred on or before 16 August
2026, or if the first closing has not been completed on or before the
expiry of the term of the bridge loan, provided that the Company may
not terminate where drawdown or the first closing fails to occur for
reasons attributable to the Company.
Costs The Company will reimburse KDG's reasonable and documented legal
costs up to a maximum of US$125,000.
USE OF PROCEEDS
The proceeds of the bridge loan and of the second tranche of the share subscription (the first tranche
subscription price being satisfied by way of set-off, so that no cash proceeds arise at the first closing)
will be applied towards the business operations and working capital requirements of the Company
and its subsidiaries in accordance with the cash flow forecast agreed with KDG, including the
continued development and commissioning of the Makhado Project and the sustainability of the
Company's other operations.
SHAREHOLDER APPROVALS AND REGULATORY MATTERS
KDG is a related party of the Company for the purposes of Chapter 2E of the Australian Corporations
Act 2001 (Cth) (the Corporations Act), a person in a position of influence for the purposes of Listing
Rule 10.11 of the ASX Listing Rules, and a related party for the purposes of Section 10 of the JSE Listings
Requirements. The issue of Shares to KDG accordingly requires the prior approval of shareholders
under section 208 of the Corporations Act and Listing Rule 10.11, and compliance with Section 10 of
the JSE Listings Requirements.
In addition, the issue of Shares to KDG will increase KDG's voting power in the Company beyond that
permitted by section 606 of the Corporations Act. The issue therefore also requires the approval of
the Company's non-associated shareholders under item 7 of section 611 of the Corporations Act,
supported by an independent expert's report prepared in accordance with ASIC Regulatory Guides 74,
111 and 112, and by such fairness opinion as may be required under the JSE Listings Requirements.
The Company will convene a general meeting of shareholders to consider the necessary resolutions.
Under the Share Subscription Agreement, the Company has agreed to prepare the notice of meeting
and all ancillary materials (including the independent expert's report) no later than 30 days after the
drawdown date, to provide an advanced draft of the notice of meeting to ASIC for review no later than
45 days after the drawdown date, and to hold the meeting and obtain the shareholder approvals
within 90 days after the drawdown date. KDG and its associates will be excluded from voting on those
resolutions in accordance with the applicable voting exclusion requirements. The Board will make a
recommendation to shareholders in the notice of meeting and explanatory statement, having regard
to the conclusions of the independent expert.
CAUTIONARY STATEMENT
Shareholders are advised that the issue of Shares to KDG under the Share Subscription Agreement is
subject to shareholder approval, and that there is no certainty that the requisite approvals will be
obtained. Shareholders and potential investors are accordingly advised to exercise caution when
dealing in the securities of the Company until a further announcement is made.
This announcement contains certain forward-looking statements, including in relation to the funding,
development and commissioning of the Company's projects, which are based on assumptions and
expectations that may or may not prove correct. Shareholders and potential investors are advised to
exercise caution when dealing in the securities of the Company.
This announcement has been approved by the Company's Board of Directors.
ABOUT MC MINING LIMITED
MC Mining is an ASX/JSE-listed coal exploration, development and mining company operating in South
Africa. MC Mining's key projects include the Uitkomst Colliery (metallurgical and thermal coal),
Makhado Project (hard coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater
Soutpansberg Projects (coking and thermal coal).
Annexure C
ANNOUNCEMENT 11 June 2026
MC MINING ENTERS INTO US$9.94 MILLION UNSECURED CONVERTIBLE
PROMISSORY NOTE FUNDING ARRANGEMENTS WITH KINETIC DEVELOPMENT
GROUP AND EAGLE CANYON
MC Mining Limited (ASX/JSE: MCM) (MC Mining or the Company) is pleased to announce that the
Company has entered into binding agreements with each of Kinetic Development Group Limited
(KDG), the Company's controlling shareholder, and Eagle Canyon International Group Holding (Hong
Kong) Limited (Eagle Canyon), a significant minority shareholder of the Company, pursuant to which
KDG and Eagle Canyon have agreed to subscribe for one or more unsecured convertible promissory
notes to be issued by the Company for principal amounts of US$6,136,000 and US$3,800,000
respectively, representing a principal amount of US$9,936,000 in aggregate 1 (the Promissory Note
Program).
The proceeds of the Promissory Note Program will be applied principally towards the continued
construction and commissioning of the Company's flagship Makhado hard coking coal project in the
Limpopo Province of South Africa (the Makhado Project) as set out in more detail below. Funds raised
under the Promissory Note Program will also be used to support the Company's general working
capital requirements.
KEY TERMS OF THE PROMISSORY NOTE PROGRAM
The Promissory Note Program is documented under two separate but parallel sets of transaction
documents, each comprising a Note Purchase Agreement and one or more Convertible Promissory
Notes (together, the Transaction Documents). The Transaction Documents have been executed
outside trading hours on the ASX. The key commercial terms of the Promissory Note Program are
summarised below:
• Investors and principal amounts: KDG has committed to subscribe for notes in an
aggregate principal amount of US$6,136,000, and Eagle Canyon has committed to
subscribe for notes in an aggregate principal amount of US$3,800,000, for a combined
aggregate principal amount of US$9,936,000.
1 Equivalent to approximately A$13,800,000 in aggregate based on the prevailing AUD/USD exchange
rate of A$1.00:US$0.72 as at the date of this announcement.
• Drawdown: The notes may be drawn down by the Company in one or more tranches
at any time from signing until 30 September 2026 (excluding such date) (subject to
extension by the relevant investor in writing), provided, as is customary for transactions
of this nature, that the specific use of funds for each drawdown is acceptable to the
relevant investor.
• Interest: Interest will accrue on the outstanding principal amount of each note at a rate
equal to the aggregate of (i) the Reserve Bank of Australia's publicly quoted
outstanding business loan rate for medium business, and (ii) a margin of 3.00% per
annum, compounded monthly in arrears based on a 365-day year.
• Maturity: Each note will mature, and be repayable in full (to the extent not converted
in accordance with its terms), on the date that is twelve (12) months from the date
funds were first received by the Company from the relevant investor (Maturity Date).
• Security: The notes are unsecured and rank pari passu with all other unsecured
indebtedness of the Company from time to time.
• Conversion: Each investor may, at its election, elect to convert all (or any portion) of
the outstanding principal amount of its notes (together with any accrued interest
thereon) into new fully paid ordinary shares in the capital of the Company on the
maturity date, at a fixed conversion price of US$0.2089 per share (subject to customary
adjustments for any subdivision, consolidation, bonus issue or rights issue of shares
in the Company). The conversion shares, when issued, will rank pari passu with the
existing ordinary shares of the Company.
• Conditions to conversion: The investor's right of conversion is conditional upon,
among other things, the receipt by the Company of all necessary shareholder and
regulatory approvals and in this connection, the Company has agreed to hold a
meeting of its shareholders for this purpose within 1 month and no later than 5 business
days prior to the Maturity Date.
USE OF PROCEEDS
The Company intends to apply the proceeds of the Promissory Note Program principally towards the
continued construction, commissioning and ramp-up of the Makhado Project, including:
• the completion of the remaining civil works at the Makhado coal handling and
preparation plant;
• the continuing development of the open-cut mining operations, including ongoing
overburden stripping and associated mining contractor costs;
• the completion of supporting infrastructure, including the 22kV power supply main line,
substation equipment, water supply pipelines and ancillary works;
• the commissioning and joint trial operations required for the Makhado Project to
transition into stable commercial production; and
• the general working capital requirements of the MC Mining group and the sustainable
management of the Company's other South African mining assets, including Uitkomst
Colliery and the Vele Colliery.
As is customary for transactions of this nature, the application of proceeds for each note will be
authorised and overseen by the investors, and will be monitored on an ongoing basis in accordance
with the terms of the Transaction Documents.
GOVERNANCE AND INDEPENDENT BOARD PROCESS
The negotiation, evaluation and recommendation of the Promissory Note Program has been overseen,
on behalf of the Board, by an Independent Board Committee (IBC) constituted for that purpose,
comprising Dr Steele West (Non-Executive Director, as Chairman of the IBC) and Mr Mathews Senosi
(Non-Executive Director, as a member of the IBC), each of whom is independent of KDG, Eagle Canyon
and their respective affiliates. The IBC has been advised by K&L Gates as Australian legal counsel to
the Company.
SHAREHOLDER APPROVAL
The Company will, within the timeframes required under the Transaction Documents, convene a
general meeting of its shareholders to seek the approvals required to permit the conversion of the
notes into ordinary shares of the Company.
The required meeting documents will be dispatched to shareholders in due course in accordance with
the Corporations Act, the ASX Listing Rules and the JSE Listings Requirements.
In this connection, MC Mining is pleased to confirm that it has received voting intention statements
from shareholders representing in excess of 25% of MC Mining's voting shares that they presently
intend to vote in favour of all resolutions put to shareholders seeking approval to permit the
conversion, in lieu of a cash payment of the same amount, of the total amount due and payable to
KDG under the Promissory Note Program on the Maturity Date into new MC Mining shares at the
conversion price of US$0.2089 (subject to customary adjustments for any subdivision, consolidation,
bonus issue or rights issue of shares in the Company).
STRATEGIC RATIONALE
The Board considers that the Promissory Note Program will:
• provide the Company with timely, committed and flexible funding to support the
continued construction and commissioning of the Makhado Project, the Company's
flagship hard coking coal asset, and to bridge the period to first commercial production;
• further demonstrate the strategic alignment and continued financial support of KDG,
the Company's controlling shareholder and an established profitable coal producer
listed on the Main Board of the Stock Exchange of Hong Kong Limited (Stock Code:
1277);
• continues the participation of Eagle Canyon as a supportive and significant minority
shareholder, providing a meaningful endorsement of the Promissory Note Program by
a non-controlling shareholder; and
• preserve both the Company's funding flexibility and sustainability.
Further updates on the Promissory Note Program, including the timing of the general meeting of
shareholders and operational milestones at the Makhado Project, will be provided to shareholders in
due course.
This announcement has been approved by the Company's Board of Directors.
About MC Mining Limited:
MC Mining is an ASX/JSE-listed coal exploration, development and mining company operating in South
Africa. MC Mining's key projects include the Uitkomst Colliery (metallurgical and thermal coal),
Makhado Project (hard coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater
Soutpansberg Projects (coking and thermal coal).
Date: 29/10/2026 02:25:00
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