OFF-MARKET TAKEOVER BID - RECEIPT OF BIDDER'S STATEMENT

TAKE NO ACTION

Further to the previous announcements regarding a Notice of Intention to make a takeover offer followed by a Revised Non-Binding and Indicative Proposal, MC Mining Limited (MC Mining or the Company) has now received a copy of a Bidder's Statement, dated 2 February 2024. The Bidder's Statement relates to an off-market takeover bid by a consortium of joint-bidders for all of the fully paid ordinary shares on issue in the Company they do not currently own (Takeover Offer).

The joint-bidders include Senosi Group Investment Holdings Proprietary Limited (Senosi) and Dendocept Proprietary Limited (Dendocept) and certain other shareholders and associates who represent, in aggregate, 64.3%¹ of the issued capital in the Company (together, the Consortium).  The Takeover Offer is made by Goldway Capital Investment Limited (company registration number 3294426, a Hong Kong incorporated company and associate of the Consortium joint bidders) and  proposes to acquire all of the MC Mining shares that the Consortium currently does not own at a cash price of A$0.16 per share. The Bidder's Statement has been lodged with the Australian Securities & Investments Commission and the Australian Stock Exchange on 2 February 2024.

The established Independent Board Committee (IBC) reiterates that shareholders should TAKE NO ACTION in respect of the Takeover Offer and Bidder's Statement until the IBC has had the opportunity to fully consider the Bidder's Statement. The Company will respond with a Target Statement that will include an Independent Expert Report and the IBC's recommendation in relation to the Takeover Offer under the Bidder's Statement. Until then, MC Mining shareholders should not take any action.

Should you have any queries regarding the Takeover Offer and Bidder's Statement, please contact Tony Bevan, MC Mining's Company Secretary, on [email protected].

A copy of the Bidders Statement can be viewed on the Company's website at https://protect-za.mimecast.com/s/6IIrCLgGl5cxBVMcBKQwb?domain=mcmining.co.za.

 Khomotso Mosehla

Chairman of the IBC

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.

This announcement has been approved for release by the Company's Disclosure Committee.

¹ As at the date of this announcement, Senosi Group Investment Holdings Proprietary Limited holds 23.4% and Dendocept Proprietary Limited holds 6.9% of the current issued capital of the Company.

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 (metallurgical and thermal coal), Makhado Project (hard coking coal), Vele Colliery (semi-soft coking and thermal coal), and the Greater Soutpansberg Projects (coking and thermal coal).