THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME
HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
FOR IMMEDIATE
RELEASE
Goldway Capital
Investment Limited
(Incorporated in Hong Kong)
CR No. 3294426
Off-market
takeover offer for all of the ordinary shares in:
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in
Australia)
Registration number ABN 008 905 388
ISIN AU000000MCM9
JSE share code: MCZASX/AIM code: MCM
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5 April 2024
Goldway Capital
Investment Limited - Status of
conditions
Goldway Capital Investment Limited (company
registration number 3294426) (Goldway) notes that its off-market
takeover offer for all of the ordinary shares in MC Mining Limited
ACN 008 905 388 (ASX: MCM) (Offer) will close at 7.00pm (Sydney
time) on Friday, 19 April 2024 (Closing Date) unless extended in
accordance with the Corporations Act.
In addition, as outlined in Section 3 of
Goldway's Third Supplementary Bidder's Statement dated 21 March
2024, the Offer contains a condition (which cannot be waived) that
Goldway needs to have received acceptances for at least 50.1% or
more of the MCM Shares that it does not have a relevant interest at
the commencement date of the Offer (Minimum Acceptance
Condition).
If the Minimum Acceptance Condition is
satisfied, Goldway's present intention is to declare the Offer
unconditional on the date that Goldway notifies the market that the
Minimum Acceptance Condition has been satisfied (Unconditional Date). Upon the Offer
being declared unconditional, Goldway intends to extend the Offer
for 10 Business Days from the Unconditional Date.
If the Minimum Acceptance Condition is not
satisfied by 19 April 2024, then the Offer will not be extended and
will lapse on close of the Offer Period.
Goldway attaches by way of service pursuant to
section 630(5)(b) of the Corporations Act 2001 (Cth) (Corporations Act) a notice of status of
conditions to the Offer as required by section 630(3) of the
Corporations Act.
Goldway Capital Investment
Limited
CR No. 3294426
NOTICE OF STATUS OF DEFEATING
CONDITIONS
UNDER SECTION 630(3) OF THE
CORPORATIONS ACT 2001 (CTH)
To: ASX
Limited
MC Mining Limited ACN 008 905 388 (MCM)
Goldway Capital Investment Limited (company
registration number 3294426) (Goldway) gives notice (Notice) under section 630(3) of the
Corporations Act 2001 (Cth) (Corporations Act) in relation to its
off-market takeover bid for all of the ordinary shares in MCM
(Offer). The Offer is
contained in the bidder's statement issued by Goldway dated 2
February 2024 (as supplemented on 15 February 2024, 14 March 2024,
21 March 2024 and 28 March 2024) (Bidder's Statement).
Unless otherwise defined in this Notice, words
defined in the Bidder's Statement have the same meaning in this
Notice.
Goldway gives notice under section 630(3) of
the Corporations Act that, at the time of giving this
Notice:
i.
the defeating condition set out in paragraph (a) of Section 13.9 of
the Bidder's Statement (50.1%
Minimum Acceptance) has not yet been fulfilled;
ii.
the defeating condition set out in paragraph (h) of
Section 13.9 of the Bidder's Statement (No prescribed occurrences
prior to dispatch) has been fulfilled on 2 February
2024;
iii.
all other Offer Conditions set out in Section 13.9 of the
Bidder's Statement (being the "conduct of business in the ordinary
course and no material acquisitions, disposals or new commitments"
condition, "no material adverse change" condition, "no regulatory
actions" condition, "no distributions" condition, "non-existence of
certain rights" condition, and "no prescribed occurrences"
condition) have not been fulfilled because the Offer Period has not
ended;
iv.
the Offer is still subject to the defeating conditions set
out in paragraphs (i) and (iii) above. Goldway has undertaken to
waive the conditions in paragraph (iii) above immediately upon the
condition in paragraph (i) (50.1% Minimum Acceptance condition)
being satisfied unless it has publicly announced a breach or
suspected breach before that time; and
v.
as at the date of this Notice, Goldway's voting power in MCM
is 80.28%.
The Offer will close at 7.00pm (Sydney time) on
Friday, 19 April 2024 unless extended in accordance with the
Corporations Act or as outlined at Section 3 of Goldway's Third
Supplementary Bidder's Statement dated 21 March 2024.
Date: 5 April 2024
Jun
Liu
Sole Director
Goldway Capital Investment Limited
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