REG - Goldway Capital Inv MC Mining Limited - Goldway Capital Investment - Status of Conditions

MC MiningAnnouncement

22/03/2024 07:15

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RNS Number : 9376H  Goldway Capital Investment Limited  22 March 2024

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

22 March 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, 5 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 by 5 April 2024, 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 5 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 and 21 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 71.69%.

The Offer will close at 7.00pm (Sydney time) on Friday, 5 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: 22 March 2024

 

 Jun Liu

 Sole Director

 Goldway Capital Investment Limited

 

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