MANTENGU LIMITED - Detailed Cautionary Announcement - Disposal of Moveable Assets

Detailed Cautionary Announcement - Disposal of Moveable Assets

MANTENGU LIMITED
(formerly Mantengu Mining Limited)
Incorporated in the Republic of South Africa (Registration number: 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company" or "the Group")


DETAILED CAUTIONARY ANNOUNCEMENT - DISPOSAL OF MOVEABLE ASSETS


1.    Introduction
      The board of directors of Mantengu ("Board") is pleased to announce that the Company
      has entered into an Agreement of Sale ("Agreement") dated 9 July 2026 ("Signature Date")
      to dispose of the iron beneficiation plant owned by the Company ("Assets"), for R50 000 000
      ("Purchase Price") (the "Disposal"). The Purchaser is not a related party to Mantengu.

      Shareholders are referred to an announcement of the Company on 6 February 2025 which
      set out the detail concerning the acquisition of the Assets.

      In addition, it is a condition subsequent (the "Condition Subsequent") of the Disposal that the
      Purchaser and Mantengu enter into a license agreement to enable Mantengu to exploit the
      related intellectual property for commercial gain (the "Licence Agreement").

2.    The Disposal

2.1   Nature of the Assets
      The Assets, as detailed in the Agreement, constitute an iron beneficiation plant ("Iron Plant"),
      which is located in Phalaborwa, Limpopo as more fully set out in the 6 February 2025
      announcement.

2.2   Rationale
      Post year end, the Board undertook a comprehensive review of the Group's investment
      portfolio. Since its acquisition of the Iron Plant, Mantengu has not taken any further steps to
      put it into operation as a result of prioritising capital deployment to its mining operations.

      The disposal will realise profit on disposal of an asset of around R33 500 000 for the Company
      on its cost of investment in February 2025.

      Furthermore, the Licence Agreement will provide Mantengu with the ability to construct
      additional iron plants globally which aligns more with its Pan-African aims in line with the
      recently announced Averi transaction providing a path to benefit commercially in the future
      from the related intellectual property.

2.3   Purchase Price and Financial Information
      The Purchase Price of R50 000 000 is payable by the Purchaser to Mantengu as follows:

      2.3.1 R20 000 000 payable on signature of the Agreement (the "Initial Payment"); and
      
      2.3.2 the balance of the Purchase Price, being R30 000 000, is deferred and payable when
            the Iron Plant attains "Commissioning" which shall be deemed to have occurred when
            it achieves not less than 75% of its full capacity of production for three consecutive
            months.

      The Purchaser shall have 12 months from the Effective Date to achieve Commissioning. If
      Commissioning has not occurred by that date for any reason, the obligation to pay the
      balance of R30,000,000 shall lapse. This date may be extended in writing.

      The carrying cost of the plant at 28 February 2026 was R16 500 000. As the plant was never
      ready for use in the manner intended by management, there was no depreciation and
      accordingly there is no impact on the Statement of Comprehensive Income.

      The profit on disposal of asset is estimated at R33 500 000 before any taxation effect.

      The cash proceeds will be applied towards expansionary capex and working capital of the
      Group.

2.4   Effective date
      Transfer of ownership to the Purchaser will occur upon payment of the Initial Amount.

2.5   Voetstoots sale
      In terms of the Agreement, the Assets are sold 'voetstoots' with limited warranties given by
      Mantengu to the Purchaser.

         There are no conditions precedent to the Disposal.

3.    Categorisation of the Disposal
      The Disposal is classified as a Category 2 transaction in terms of the Listings Requirements of
      the JSE Limited.

4.    Cautionary Announcement
      This announcement has been published in accordance with paragraph 8.14 of the JSE
      Listings Requirements as not all the information as required in terms of paragraph 8.13 has
      been published, namely the name of the Purchaser who has not consented to permission
      for the publication of their name for safety reasons. A submission will be made to the JSE in
      this regard. Accordingly, shareholders are to exercise caution when dealing in their shares
      until a further announcement is published.

By order of the board
13 July 2026


Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 13-07-2026 04:55:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.