Quarterly Update – 31 January 2022

MANTENGU MINING LIMITED
(FORMERLY MINE RESTORATION INVESTMENTS LIMITED)
Incorporated in the Republic of South Africa
(Registration number: 1987/004821/06)
Share Code: MTU
ISIN Code: ZAE000302360
("MRI", “MTU” or “the Company”)


QUARTERLY UPDATE – 31 JANUARY 2022


Shareholders are referred to the:

•         SENS announcement, dated 29 July 2016, relating to the voluntary suspension of the
          Company’s shares on the JSE Limited (“JSE”) (“the Suspension”);

•         Quarterly update dated 29 October 2021;

•         2021 Annual General Meeting;

•         SENS announcement dated 4 November 2021, further details of which are set out
          below;

•         SENS announcement dated 6 December 2021, further details of which are set out
          below; and

•         the Competent Persons Report.

In line with paragraph 1.10(c) of the Listings Requirements, the Company is obliged to provide
the market with an update on the state of the affairs of the Company until the Suspension is
lifted.

2021 Annual General Meeting

The Annual Report was furnished to all shareholders on 1 October 2021 and the 2021 annual
general meeting was held virtually on 2 November 2021. All resolutions set out in the notice
were passed by the requisite majority of shareholders save for ordinary resolution number 3.1
which was withdrawn following the resignation of Mr. Collins.
SENS announcement dated 4 November 2021 (“Censure Imposed by the JSE on the
Company”)

Background

1. In September 2018, the Company approved and effected a loan to a related party, Langpan
Mining Co Proprietary Limited (“Langpan”), amounting to R3 000 000. The loan was
unsecured, bearing interest at the prime rate plus 8%. The loan was advanced to Langpan for
the purposes of operating expenses in anticipation of a share purchase transaction whereby
the Company intended to acquire 100% of the ordinary shares of Langpan (“Langpan
Transaction”).

2. Langpan is partly owned by three directors, Michael Miller and Alistair Collins through their
combined shareholding in Disruption Capital Proprietary Limited (“DCL”), and Ulrich Bester
through his combined shareholding in Kianilily Proprietary Limited (“Kianalily”). DCL and
Kianalily in turn hold 29.6% and 8.5% of Langpan, respectively. As the loan was an agreement
between the Company and an associate of the above directors of the Company on
1 September 2018, the loan qualified as a small related party transaction in terms of the
Listings Requirements.

3. In terms of paragraph 21.12(b) of the Listings Requirements, when a company considers a
small related party transaction, prior to completing the transaction, it is required to comply with
paragraph 10.7 in that it should, inter alia:

•   inform the JSE in writing of the details of the proposed transaction;

•   provide the JSE with written confirmation from an independent professional expert that the
    terms of the proposed transaction are fair as far as shareholders are concerned; and

•   publish details of the proposed transaction on SENS, including a statement that paragraph
    10.7(b) has been complied with, that the transaction has been declared to be fair and that
    the fairness opinion will lie for inspection at the issuer’s registered office for a period of 28
    days from the date of the announcement.

4. The Company did not, prior to effecting the loan to Langpan, inform the JSE and the market
through SENS of the details of the transaction and provide confirmation that the transaction
was fair, as required. Crucial decisions undertaken by the Company such as related party
transactions thus required the JSE and the market to be timeously informed thereof.

Furthermore, the Company Secretary was not invited to the board meeting where the directors
resolved to provide a loan to the related party and the Designated Advisor was not informed
of this transaction after the decision was taken, thereby aggravating the Company’s oversight
of the applicable Listings Requirements.

5. The Company entered into the related party loan agreement on 1 September 2018 and
although it disclosed the loan in its annual financial statements for the year ended 28 February
2019, contrary to the Listings Requirements it only informed the JSE and the market of the
terms of the above loan transaction in a SENS announcement published on 6 July 2020. The
opinion of the independent professional expert was only published to the market via SENS on
26 March 2021, concluding that the terms on which the loan was provided to Langpan in 2018
was fair to MRI shareholders. Langpan repaid the loan in full in 2021.

JSE’s findings and decision to censure the Company

6. The JSE found the Company to be in breach of paragraph 10.7 read with 21.12(b) of the
Listings Requirements for its failure to inform the JSE and publish details of the proposed
transaction and the fairness thereof on SENS, prior to completing the transaction in 2018.

SENS announcement dated 6 December 2021 (“Name change finalisation announcement”)

On 1 October 2021, 2 November 2021 and 6 December 2021 the Company announced that:

•   The board had proposed the change of name of the Company to “Mantengu Mining
    Limited” (“Name Change”); and

•   the resolution to approve the Name Change and related amendment to the Company’s
    Memorandum of Incorporation (“MOI”) (“Resolution”) had been approved by the requisite
    number of shareholders at the Company’s Annual General Meeting.

The Company has received confirmation from the Companies and Intellectual Property
Commission (“CIPC”) of the registration of the Resolution. The listing of and trading in the
Company’s shares on the JSE under the new name “Mantengu Mining Limited”, share code:
“MTU” and ISIN: ZAE000302360 became effective from commencement of trade on
14 December 2021.

Competent Person’s Report (“CPR”)

The CPR was approved by the JSE Readers Panel on 20 December 2021. A circular
incorporating Revised Listings Particulars, prepared in terms of the Listings Requirements and
containing, inter alia, details of the proposed Langpan Transaction, the rights offer and
amendments to the Company’s MOI, together with a report of an independent expert, a CPR
and a notice convening a general meeting of Mantengu shareholders will be distributed to
shareholders once the circular has been approved by the JSE.

The Company is currently working with its advisors to finalise the timetable pertaining to the
first submission of the circular, the distribution thereof and the date of the general meeting of
shareholders to vote on the Langpan Transaction.


Johannesburg
1 February 2022

Designated Advisor
Merchantec Capital

Date: 01-02-2022 01:10:00
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