Receipt of Notice of Intention to make a Takeover - Take No Action

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

ANNOUNCEMENT                                                                                            

2 November 2023

RECEIPT OF NOTICE OF INTENTION TO MAKE A TAKEOVER - TAKE NO ACTION

MC Mining Limited (MCM or the Company) has received a letter dated 1 November 2023 (Proposal Letter) from
Senosi Group Investment Holdings Proprietary Limited and Dendocept Proprietary Limited, each substantial
shareholders of the Company, sent on behalf of shareholders and associates stated to represent in aggregate
64.5% (1) of the issued capital in the Company (together, the Consortium).

The Proposal Letter outlines the Consortium's proposal and intention to make an off-market cash takeover offer
for all the shares in the Company not currently held by the Consortium (Proposed Takeover). The Proposal Letter
also states that the Consortium has made an application to the Australian Securities & Investments Commission
(ASIC) under section 655A(1) of the Corporations Act 2001 (Cth) (Act), seeking relief from section 606 of the Act
to permit the Consortium to enter into a joint bidding agreement for the purposes of undertaking a joint
takeover bid for the Company.

The Proposal Letter refers to the Consortium's earlier confidential and incomplete, non-binding, conditional and
indicative offer dated 5 September 2023 from Senosi Group Investment Holdings Proprietary Limited and
Dendocept Proprietary Limited (NBIO). The NBIO set out indicative but incomplete details of a proposed
takeover by Senosi Group Investment Holdings Proprietary Limited and Dendocept Proprietary Limited,
including an indicative cash consideration offer range of AUD$0.20-AUD$0.23 per ordinary share, based on the
Company's undiluted share capital. The NBIO proposal was subject to a number of conditions, including third
party and regulatory approvals. In its Proposal Letter, the Consortium has also stated that it is its ''present
intention that it will be a condition of the bid that no convertible securities vest as a result of the bid''.

Following the receipt of the NBIO, the Company established an Independent Board Committee (IBC) to consider
the NBIO on behalf of shareholders not associated with the Consortium and to seek to evaluate and improve
the indicative offer price. The IBC members comprise Mr Khomotso Mosehla, Mr Nhlanhla Nene, Mr Andrew
Mifflin and Mr Julian Hoskin, being the Company's directors other than Ms Yi (Christine) He and Mr Ontiretse
Mathews Senosi, who are representatives of the Consortium. Other directors associated with the Consortium


(1) - As at the date of this announcement, Senosi Group Investment Holdings (Pty) Limited holds 23.4% and Dendocept Proprietary Limited
holds 6.9% of the current issued capital of the Company.
and not included in the IBC are Mr An Chee Sin and Mr Zhen Brian He. Mr Godfrey Gomwe, the Chief Executive
Officer of the Company, is an invitee of the IBC.

The IBC has been evaluating the indicative terms of the NBIO, including taking advice from its financial and
Australian and South African legal advisors. Adelaide Equity Advisors as Financial Advisor, K&L Gates as
Australian Legal Advisor and each of Webber Wentzel and Falcon & Hume, as South African Legal Advisors have
been engaged by the IBC.
Whilst the Consortium's Proposal Letter notifies the Company of an intention and proposal to make a takeover
offer for the purposes of ASX Listing Rule 7.9 (2), it does not yet provide a definitive offer price for the Proposed
Takeover. The progress of the Proposed Takeover is also subject to the Consortium obtaining regulatory relief
from ASIC.

Accordingly, the IBC advises shareholders to TAKE NO ACTION at this stage in relation to the Proposed Takeover,
until they receive further guidance from the IBC. A further announcement will be made by the Company as and
when more complete and definitive details are received.

Khomotso Mosehla
Chairman of the IBC


(2) - This rule places a three month restriction on a target takeover entity from issuing equity securities without shareholder approval, subject
to certain exceptions.


This announcement has been approved by the Company's Disclosure Committee.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018, as amended.



    For more information contact:
    Tony Bevan                               Company Secretary                Endeavour Corporate                  +61 8 9316 9100
                                                                              Services
    Company advisors:
    Richard Johnson / Rob                    Nominated Adviser                Strand Hanson Limited                +44 20 7409 3494
    Patrick
    Rory Scott                               Broker (AIM)                     Tennyson Securities                  +44 20 7186 9031

    Marion Brower                     Financial PR (South         R&A Strategic                                    +27 11 880 3924
                                      Africa)                     Communications
    BSM Sponsors Proprietary Limited is the nominated JSE Sponsor

    About MC Mining Limited:

    MC Mining is an AIM/ASX/JSE-listed coal exploration, development and mining company operating in South Africa. MC
    Mining's key projects include the Uitkomst Colliery (steelmaking and thermal coal), Makhado Project (steelmaking hard
    coking coal), Vele Colliery (steelmaking semi-soft coking and thermal coal), and the Greater Soutpansberg Projects
    (steelmaking coking and thermal coal).






Date: 02-11-2023 03:15:00
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