First Supplementary Bidder's Statement

This document is the first supplementary bidder's statement (Supplementary Bidder's Statement) to the bidder's statement dated and lodged with ASIC on 2 February 2024 (Original Bidder's Statement) issued by Goldway Capital Investment Limited (company registration number 3294426) (Goldway) in relation to its off-market takeover bid for all of the ordinary shares in MC Mining Limited ACN 008 905 388 (MCM).

This Supplementary Bidder's Statement is given pursuant to Division 4 of Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act) in compliance with the requirements of section 643 of the Corporations Act.

This Supplementary Bidder's Statement supplements, and should be read together with the Original Bidder's Statement. Unless the context otherwise requires, terms defined in this Supplementary Bidder's Statement have the same meaning as in the Original Bidder's Statement.

This Supplementary Bidder's Statement is dated 15 February 2024 and was lodged with ASIC and given to ASX on that date. Neither ASIC, nor the ASX, nor any of their respective officers takes any responsibility for the content of this Supplementary Bidder's Statement.

This is an important document and requires your immediate attention.

If you are in any doubt about how to deal with this document, you should contact

your legal, financial, tax or other professional advisor immediately.

As disclosed in the Original Bidder's Statement, Goldway confirms it has appointed the UK Receiving Agent for the Offer to be capable of being accepted in respect of MCM Shares held on the MCM United Kingdom Register. Accordingly, the Original Bidder's Statement is amended in the manner set out below.

2.1.      Important Notices

In the section titled 'Important Notices', the second paragraph beneath the subheading 'Notices to Shareholders on the MCM United Kingdom Register (i.e., if you hold your MCM Shares via UK Depositary Interests in CREST)' is deleted and replaced with the following:

If you have any questions about this Bidder's Statement or are in any doubt as to how to accept the Offer, or if you want to request a hard copy of this Bidder's Statement, please contact the UK Receiving Agent, Computershare Investor Services PLC, on +44 (0) 370 707 4040. Lines are open 8.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding United Kingdom public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

In order to accept the Offer in respect of MCM Shares held on the MCM United Kingdom Register (i.e. in respect of United Kingdom Depositary Interests in respect of MCM Shares), please see Section 13.3 of this Bidder's Statement.

2.2.      Key Dates and other information

(a)        In the third last row of the table titled 'Key Dates', delete the words 'To be confirmed' and replace with the following:

Monday, 15 April 2024

(b)        Beneath the subheading titled 'UK Receiving Agent for the Offer', delete the words 'To be confirmed' and replace with the following:

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

United Kingdom

(c)        Beneath the subheading titled 'Goldway UK Offer Information Line', delete the words 'To be confirmed' and replace with the following:

2.3.      Letter to MCM Shareholders

On page 3 of the Original Bidder's Statement, beneath the subheading titled 'Next Steps', delete subparagraph (b) and replace with the following:

(b)        you are a MCM Shareholder on the MCM United Kingdom Register (as you hold your MCM Shares in CREST), please call the Goldway UK Offer Information Line on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider.

2.4.      Summary of the Offer

In the table titled 'Summary of the Offer':

(a)        on page 7 of the Original Bidder's Statement, delete the row with the question 'How do I accept the Offer as an MCM Shareholder on the MCM United Kingdom Register?' and replace with the following (whereby new changes are underlined for ease of reference):

(b)        on page 8 of the Original Bidder's Statement, in the row with the question 'How will I be paid?', delete the last paragraph commencing with 'Goldway will appoint a UK Receiving Agent as soon as practicable …'

(c)        on page 11 of the Original Bidder's Statement, delete the row with the question 'Where do I go if I have further questions?' and replace with the following (whereby new changes are underlined for ease of reference):

2.5.      Terms of offer

(a)        On page 41of the Original Bidder's Statement, in Section 13.1 'Offer', delete subparagraph (i) and replace with the following:

(i)         If you require additional assistance and you are a Shareholder on the MCM United Kingdom Register (as you hold your MCM Shares in CREST), please call the Goldway UK Offer Information Line on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate.

(b)        On page 46 of the Original Bidder's Statement, in Section 13.3 'How to accept this Offer', delete subparagraph (i) and replace with the following:

(i)          MCM Shares held in uncertificated form (i.e. in CREST)

(i)       If your MCM Shares are in uncertificated form, you should take (or procure to be taken) the action set out below to transfer the MCM Shares in respect of which you wish to accept the Offer to an escrow balance (that is, issue a "TTE Instruction"), specifying 3RA26 as the Escrow Agent, as soon as possible and in any event so that the transfer to escrow settles no later than 1.00 pm on the date prior to the Closing Date. Note that settlement cannot take place on weekends or public holidays (or other times at which the CREST system is non-operational) - you should therefore ensure you time the input of any TTE Instruction(s) accordingly.

(ii)      If you hold MCM Shares in uncertificated form, but under different member account IDs you should complete a separate TTE Instruction in respect of each member account ID.

(iii)     The input and settlement of a TTE Instruction in accordance with this section will constitute an acceptance of the Offer in respect of the number of MCM Shares so transferred to escrow.

(iv)     If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your participant ID and the member account ID under which your MCM Shares are held. In addition, only your CREST Sponsor will be able to send the TTE Instruction to Euroclear in relation to your MCM Shares.

(v)      After settlement of the TTE Instruction, you will not be able to access the MCM Shares concerned in CREST for any transaction or charging purposes. If the Offer becomes or is declared unconditional, the Escrow Agent will withdraw the MCM Shares which will be transferred to Goldway.

(vi)     You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.

(vii)    You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE instruction relating to your MCM Shares to settle prior to 1.00pm on the date prior to the Closing Date. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(viii)    Goldway will make an appropriate announcement if any of the details contained in this section alter for any reason that is material to MCM Shareholders.

(j)      To accept the Offer

(i)         To accept the Offer in its basic form in respect of MCM Shares held in uncertificated form, you should send (or, if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) a TTE Instruction to Euroclear in relation to such shares. A TTE Instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details:

(A)        the number of MCM Shares to be transferred to an escrow balance;

(B)        your member account ID;

(C)        your participant ID;

(D)       the participant ID of the Receiving Agent. This is 3RA26;

(E)        the member account ID of the Escrow Agent. This is MCMGOL01;

(F)        the intended settlement date. This should be as soon as possible and in any event not later than 1.00 pm on the date prior to the Closing Date;

(G)       the Corporate Action ISIN. This is MCMGOL01;

(H)        the Corporate Action Number for the Offer is allocated by Euroclear and can be found by reviewing the relevant corporate action details in CREST;

(I)         input with standard TTE Instruction of 80; and

(J)        your name and contact telephone number in the shared note field.

(k)      Deposit of MCM Shares into, and withdrawals of MCM Shares from, CREST

(i)         Normal CREST procedures (including timings) apply in relation to any MCM Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Offer (whether any such conversion arises as a result of a transfer of MCM Shares or otherwise). MCM Shareholders who are proposing to convert any such shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the MCM Shares as a result of the conversion to take all necessary steps in connection with an acceptance of the Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00pm on the date prior to the Closing Date.

(l)      Validity of acceptances

(i)         Holders of MCM Shares in uncertificated form who wish to accept the Offer should note that a TTE Instruction will only be valid acceptance of that Offer as at the relevant closing date if it has settled on or before 1.00pm on the date prior to the Closing Date. An Acceptance Form which is received in respect of MCM Shares held in uncertificated form will not constitute a valid acceptance and will be disregarded.

(m)      Withdrawal of acceptances

(i)         In the case of MCM Shares held in uncertificated form, an accepting MCM Shareholder may, if permitted in accordance with Section 13.5(a) withdraw their acceptance through CREST by sending (or, if a CREST Sponsored Member, procuring that their CREST Sponsor sends) an ESA Instruction to settle in CREST in relation to each Electronic Acceptance to be withdrawn. Each ESA Instruction must, in order for it to be valid and settle, include the following details:

(A)        the number of MCM Shares to be withdrawn, together with their ISIN number (this is AU000000MCM9);

(B)        the member account ID of the accepting MCM Shareholder, together with their participant ID;

(C)        the Escrow Agent's participant ID (this is 3RA26) and the member account ID of the Escrow Agent included in the relevant Electronic Acceptance (this is MCMGOL01);

(D)       the CREST transaction ID of the Electronic Acceptance to be withdrawn;

(E)        the intended settlement date for the withdrawal;

(F)        the corporate action number for the Offer allocated by Euroclear which can be found by viewing the relevant corporate action details in CREST; and

(G)       input with a standard delivery instruction priority of 80.

(ii)        Any such withdrawal will be conditional upon the Escrow Agent verifying that the withdrawal request is validly made. Accordingly, the Escrow Agent will on behalf of Goldway either reject the withdrawal by transmitting in CREST a receiving agent reject (AEAD) message or accept the withdrawal by transmitting in CREST a receiving agent accept (AEAN) message.

(iii)          MCM Shares in respect of which acceptances have been validly withdrawn may subsequently be re-assented to the Offer following one of the procedures described in of this Bidder's Statement at any time while the Offer remains open for acceptance.

(iv)          Any question as to the validity (including time of receipt) of any notice of withdrawal will be determined by Goldway whose determination will be final and binding. None of Goldway, MCM, the Receiving Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or will incur any liability for failure to do so.

(n)      General

(i)            For the purposes of this Bidder's Statement, the time of receipt of a TTE Instruction, an ESA Instruction or an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.

(ii)           Neither Goldway nor any person acting on behalf of Goldway, shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of acceptances of the Offer or otherwise in connection therewith.

(iii)          If you are in any doubt as to the procedures for acceptance, please contact the UK Receiving Agent, Computershare Investor Services PLC by post at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom or by telephone on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.00 am and 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that the UK Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You are reminded that, if you are a CREST Sponsored Member, you should contact your CREST Sponsor before taking any action.

(c)        On page 50 of the Original Bidder's Statement, in Section 13.5 'The effect of acceptance', add the following new subparagraphs:

(d)     Each MCM Shareholder by whom, or on whose behalf, an Electronic Acceptance (in respect of MCM Shares held via Depositary Interests held in CREST is made irrevocably undertakes, represents, warrants and agrees to and with Goldway and the UK Receiving Agent (so as to bind such MCM Shareholder and such MCM Shareholder's personal representatives, heirs, successors and assigns) to the following effect:

(i)            that the Electronic Acceptance shall constitute an acceptance of the Offer in respect of the number of MCM Shares in uncertificated form to which a TTE Instruction relates on and subject to the terms and conditions set out or referred to in this Bidder's Statement and that, subject only to the rights of withdrawal set out in paragraph 13.5(a) above, each such acceptance and election shall be irrevocable;

(ii)           that such MCM Shareholder has not, directly or indirectly, received or sent copies or originals of this Bidder's Statement, the Acceptance Form or any related offering documents, in, into or from a Restricted Jurisdiction, has not utilised in connection with the Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, by means of facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, a Restricted Jurisdiction, was outside a Restricted Jurisdiction at the time of the input and settlement of the relevant TTE Instruction(s), and in respect of the MCM Shares to which an Electronic Acceptance relates, is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given all instructions with respect to the Offer from outside a Restricted Jurisdiction;

(iii)          that no TTE Instruction has been sent from a Restricted Jurisdiction and such MCM Shareholder is accepting the Offer from outside a Restricted Jurisdiction;

(iv)          that the Electronic Acceptance constitutes, subject to the Offer becoming unconditional in accordance with its terms and to an accepting MCM Shareholder not having validly withdrawn their acceptance, the irrevocable appointment of Goldway and any director of, or any person authorised by, them as such shareholder's attorney and/or agent and an irrevocable instruction and authorisation to the attorney to execute all such documents and do all such acts and things as may in the attorney's opinion be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and to vest the MCM Shares in Goldway or its nominee;

(v)           that the Electronic Acceptance constitutes the irrevocable appointment of the UK Receiving Agent as such shareholder's attorney and an irrevocable instruction and authority to the attorney (i) subject to the Offer becoming unconditional in accordance with its terms and to an accepting MCM Shareholder not having validly withdrawn their acceptance, to transfer to itself (or to such other person or persons as Goldway or its agents may direct) by means of CREST all or any of the MCM Shares in uncertificated form (but not exceeding the number of MCM Shares in uncertificated form in respect of which the Offer is accepted or deemed to be accepted); and (ii) if the Offer does not become unconditional, to give instructions to Euroclear, immediately after the lapsing of the Offer, to transfer all such MCM Shares to the original available balance of the accepting MCM Shareholder;

(vi)          that the Electronic Acceptance constitutes, subject to the Offer becoming unconditional and to an accepting MCM Shareholder not having validly withdrawn their acceptance, an irrevocable authority and request to Goldway or its agents to procure the making of a CREST Payment obligation in favour of the MCM Shareholder's payment bank in accordance with the CREST Payment arrangements in respect of any cash consideration to which such shareholder is entitled, provided that:

(A)        Goldway may (if, for reasons outside its reasonable control, it is not able to effect settlement through CREST) determine that all or any part of any such cash consideration shall be paid by cheque despatched by post; and

(B)        if the MCM Shareholder concerned is a CREST member whose registered address is in a Restricted Jurisdiction, any cash consideration to which such shareholder is entitled may be paid by cheque despatched by post, in any case at the risk of such shareholder, and such cheque shall be despatched to the first named holder at such holder's registered address outside a Restricted Jurisdiction or as otherwise determined by Goldway;

(vii)         that, subject to the Offer becoming or being declared unconditional (or if the Offer will become unconditional or lapse immediately upon the outcome of the resolution in question or if the Panel consents) and pending registration;

(viii)        that such MCM Shareholder will do all such acts and things as shall be necessary or expedient to vest the MCM Shares in Goldway or its nominee(s) or such other persons as Goldway may decide and all such acts and things as may be necessary or expedient to enable the UK Receiving Agent to perform its functions as Escrow Agent for the purposes of the Offer;

(ix)          that the creation of a CREST Payment obligation in favour of such MCM Shareholder's payment bank in accordance with the CREST Payment arrangements shall, to the extent of the obligation so created, discharge in full any obligation of Goldway to pay such MCM Shareholder the cash consideration to which they are entitled pursuant to the Offer; and

(x)           that if any provision of this section shall be unenforceable or invalid or shall not operate so as to afford Goldway or the UK Receiving Agent or any director of any of them the benefit or authority expressed to be given therein, such MCM Shareholder shall with all practicable speed do all such acts and things and execute all such documents that may be required to enable Goldway and/or the UK Receiving Agent and/or any director of either of them to secure the full benefits of this section.

(e)      References in this section to an MCM Shareholder shall include references to the person or persons making an Electronic Acceptance and, if more than one makes an Electronic Acceptance, these provisions shall apply to them jointly and severally.

(f)      The undertakings and authorities referred to in Section 13.5(c) will remain in force after you receive the consideration for the Relevant Shares and after Goldway becomes registered as the holder of the Relevant Shares.

(d)        On page 50 of the Original Bidder's Statement, in Section 13.6 'Payment of consideration', delete subparagraph (b)(i) and replace with the following:

if that document is given with your Acceptance Form, Goldway will provide the consideration in accordance with Section 13.6(a);

(e)        On page 52 of the Original Bidder's Statement, in Section 13.6 'Payment of consideration', delete subparagraph (g) and replace with the following:

(g)     Where an acceptance relates to MCM Shares held in uncertificated form, the cash consideration in pounds Sterling to which an accepting MCM Shareholder is entitled shall be paid by means of a CREST Payment in favour of the accepting MCM Shareholder's payment bank in respect of the cash consideration due, in accordance with CREST assured payment arrangements. Goldway reserves the right to settle all or any part of the consideration referred to in this paragraph, for all or any accepting MCM Shareholder(s), by cheque, if, for any reason, it wishes to do so, except in circumstances where the accepting MCM Shareholder has informed the UK Receiving Agent in writing prior to the Offer becoming or being declared unconditional that it is unwilling to accept settlement of the consideration by cheque.

2.6.       Additional information

(a)        On page 61 of the Original Bidder's Statement, in Section 14.1 'Consents', delete the second paragraph and replace with the following (whereby new changes are underlined for ease of reference):

This Bidder's Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. Under the terms of ASIC Corporations (Takeover Bids) Instrument 2023/683, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder's Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, and you are a Shareholder on the MCM Australian Register, please call the Goldway Australian Offer Information Line on 1300 737 760 (for calls made within Australia), +61 2 9290 9600 for calls made outside Australia). If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, and you are a Shareholder on the MCM United Kingdom Register, please call the Goldway UK Offer Information Line on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Calls to these numbers may be recorded. These will be provided within 2 business days of the request. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, and you are a Shareholder on the MCM South African Register, please call the Goldway South Africa Offer Information Line on +27 11 305 7346.

(b)        On page 63 of the Original Bidder's Statement in Section 14.1 'Consents', add a new paragraph as follows before the last paragraph:

Computershare Investor Services PLC has given, and not withdrawn before the lodgement of this Bidder's Statement with ASIC, its written consent to be named in this Bidder's Statement as the Bidder Parties' security registrar in the form and context in which it is so named. Computershare Investor Services PLC has not caused or authorised the issue of this Bidder's Statement, does not make or purport to make any statement in this Bidder's Statement or any statement on which a statement in this Bidder's Statement is based and takes no responsibility for any part of this Bidder's Statement other than any reference to its name.

2.7.       Glossary and interpretation

(a)        On page 66 of the Original Bidder's Statement in Section 15.1 'Glossary', add a new subsection (c) to the defined term 'Computershare':

(c) in respect of the United Kingdom, Computershare Investor Services PLC.

(b)        On page 67 of the Original Bidder's Statement in Section 15.1 'Glossary', add the following new defined terms in alphabetical order:

(c)        On page 70 of the Original Bidder's Statement in Section 15.1 'Glossary', delete the defined term for 'UK Receiving Agent' and replace with the following:

2.8.       Corporate directory

(a)        On page 80 of the Original Bidder's Statement, after the sub-section titled 'Goldway South African Transfer Secretaries', add the following wording:

Goldway UK Registry

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

United Kingdom

(b)        On page 81 of the Original Bidder's Statement, beneath the subheading 'Goldway UK Offer Information Line', delete the wording 'To be confirmed.' and replace with the following:

+44 (0) 370 707 4040

Monday to Friday between 8.00am and 5.30pm (London time)

A copy of this document was lodged with ASIC on 15 February 2024.  This Supplementary Bidder's Statement prevails to the extent of any inconsistency with the Original Bidder's Statement.  Neither ASIC nor any of its officers takes any responsibility for the contents of this Supplementary Bidder's Statement. 

3.1.      Authorisation

This Supplementary Bidder's Statement has been approved by a resolution passed by the sole director of Goldway.

Signed for on behalf of

Goldway Capital Investment Limited

Mr Jun Liu

Sole Director

Date: 15 February 2024