REG - Thungela Resources - Sale of Goedehoop North

Thungela ResourcesAnnouncement

01/12/2025 15:00

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RNS Number : 7436J  Thungela Resources Limited  01 December 2025

THUNGELA RESOURCES LIMITED

(Incorporated in the Republic of South Africa)

(Registration number: 2021/303811/06)

JSE Share code: TGA

LSE Share code: TGA

ISIN: ZAE000296554

Tax number: 9111917259

('Thungela' or the 'Company' and, together with its affiliates, the 'Group')

 

SALE OF GOEDEHOOP NORTH

 

1.    Introduction and Rationale for the Transaction

 

Thungela is pleased to announce that, subject to regulatory approvals, we have
entered into a sale of assets agreement ("the Agreement") with GHN Resources
Proprietary Limited ("GHN"), a private company with limited liability
incorporated in South Africa, and Bisichi PLC ("Bisichi"), which holds a
controlling shareholding in GHN, (collectively "the Purchasers"), in terms of
which inter alia Thungela, through its wholly owned subsidiary, Thungela
Operations Proprietary Limited ("the Seller"), will sell Goedehoop North
Mining Area Assets and Liabilities (the "Transaction", as further defined
below). Bisichi is acting as guarantor and co-principal debtor for GHN's
consideration payments, which are due on or after completion.

 

The Group's South African portfolio is currently in a period of transition,
with the closure of select operations as economical reserves are mined out.
These operations, however, continue to have infrastructure that have
value-in-use and provide an opportunity for neighbouring operations with
long-life resources to continue to utilise the economic benefit of the
infrastructure for a longer period. This transaction provides an opportunity
for the Group to optimise the South African portfolio and continue to
strengthen the balance sheet, as the sale will also include the transfer of
the rehabilitation liability associated with the Goedehoop North Mining Area.

 

2.   The Transaction

 

2.1 The Seller has entered into the Agreement with the Purchasers to acquire
the Goedehoop North Mining Area Assets and Liabilities which includes the
following:

·      Rapid Load-out Coal Terminal

·      Coal Beneficiation Plant

·      Surface Rights

·      Mine Residue Dump

·      Mining Rights

·      Rehabilitation liabilities

 

2.2 The purchase price consideration payable by the Purchasers to the Seller
of the sale of the assets is up to ZAR700 million, excluding value added tax
("VAT"), that includes a cash portion of ZAR50 million ("Cash Portion"),
excluding VAT (the "Consideration"). The Cash Portion of the Consideration
will be paid as follows:

2.2.1     a non-refundable cash deposit of ZAR15 million, plus VAT, is to
be paid to the Seller within 15 business days of the date of the Agreement;

2.2.2     ZAR15 million, plus VAT, which is payable upon registration of
the transfer of the last of the Immovable Property as set out in the Agreement
in the Purchasers' names;

2.2.3     ZAR20 million, plus VAT, which is payable after the Seller
receiving a copy of the granted Section 11 Consent;

2.2.4     the balance of the Consideration ("Deferred Amount"), up to
ZAR650 million, excluding VAT, is payable to the Seller in cash in quarterly
instalments. The Deferred Amount is contingent on the access and utilisation
of the Rapid Load-out Terminal, the Coal Beneficiation Plant and coal
resources extracted from the Mining Rights should the licenses be successfully
amended. If the Deferred Amount paid to the Seller is less than ZAR60 million,
plus VAT, within three years of completion of the Transaction, the Purchasers
are required to pay the shortfall.

2.3 As part of the acquisition of the Mining Rights, the Purchasers will
assume all rehabilitation liabilities of the Mining Area, including the
replacement of rehabilitation financial guarantees to the Department of
Mineral and Petroleum Resources currently provided by the Seller for
approximately ZAR41 million plus any shortfall. As part of the Transaction, an
Environmental Trust will be established and transferred to the Purchasers for
the specific rehabilitation and environmental obligations of the Mining Area.

2.4 The closing date for the Transaction will be the fifth business day
after the date on which the last of the suspensive conditions as defined in
the Agreement, are fulfilled or waived, or such later date as may be agreed in
writing by the parties.

2.5 The proceeds from the Consideration will be deployed in line with the
Group's capital allocation framework.

 

3.   Conditions precedent

 

3.1 Completion of the Transaction is subject to the satisfaction of the
following conditions precedent:

·      The Purchasers to provide the Seller confirmation of the
replacement of the Rehabilitation Guarantee.

·      Obtain consent of the Minister, in accordance with Section 11 of
the Mineral and Petroleum Resources Development Act, to the cession of the
Goedehoop North Mining Rights from the Seller to the Purchasers.

·      Approval from the relevant South African Competition Authorities.

 

3.2 If the conditions precedent are not satisfied, waived or extended by the
first anniversary of the execution of the Agreement, the Agreement will
terminate. The payment of the Purchase Price, other than the cash deposit, is
conditional on completion and, in the case of the Deferred Amount, is subject
to the commencement of rail operations, the processing of third-party
material, and mining activities.

 

3.3 The Agreement contains the customary warranties in favour of the
Purchasers and is governed by South African law.

 

4.   Information on Goedehoop North

 

The Goedehoop Colliery is an underground thermal coal mine that uses a fully
mechanised bord and pillar mining method. The coal mined is beneficiated
through a coal handling processing plant and the product supplied to the
export thermal coal market. A railway line traverses the property, connecting
the dedicated rail load-out terminal with the Richards Bay Coal Terminal.
Based on the current life-of-mine plan, mining operations at Goedehoop are
expected to cease in 2025.

 

 

 

5.    Financial information

 

5.1 Net value of assets disposed as at 30 June 2025

The net value of the assets of Goedehoop North was approximately ZAR89 million
as at 30 June 2025, being the date of the latest published interim financial
statements of the Group, which was prepared in accordance with International
Financial Reporting Standards ("IFRS").

 

5.2 Net loss before tax as at 30 June 2025

The net loss before tax attributable to the net assets of Goedehoop North for
the six months period ending 30 June 2025 was approximately ZAR111 million,
based on the latest published interim financial statements of the Group, which
was prepared in accordance with IFRS.

 

6.    Categorisation of the Transaction

 

The Transaction is categorised as a Category 2 transaction in terms of section
9 of the JSE Listings Requirements.

 

 

Johannesburg

1 December 2025

 

 

 

Disclaimer

 

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 amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement via the regulatory
information service, this inside information is now considered to be in the
public domain.

 

 

Investor Relations

Hugo Nunes or Shreshini Singh

Email: ir@thungela.com (mailto:ir@thungela.com)

 

 

Media

Hulisani Rasivhaga

Email: hulisani.rasivhaga@thungela.com

 

 

UK Financial adviser and corporate broker

Panmure Liberum Limited

 

 

JSE Sponsor

Rand Merchant Bank (A division of FirstRand Bank Limited)

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