MC Mining : Results of Extraordinary General Meeting

MC Mining Limited

Previously Coal of Africa Limited (Incorporated and registered in Australia) Registration number ABN 008 905 388 ISIN AU000000MCM9

JSE share code: MCZ

ASX/AIM code: MCM

15 July 2022

RESULTS OF EXTRAORDINARY GENERAL MEETING

MC Mining Limited (MC Mining or the Company) advises the outcome of resolutions put to shareholders at the Company's Extraordinary General Meeting (Meeting) held today, 15 July 2022.

Results of the Meeting

1. Resolution 1: Ratification of Prior Issue of Shares Passed on a poll as an ordinary resolution.
2. Resolution 2: Approval for Acquisition of Relevant Interest in Shares Failed on a poll as an ordinary resolution.

In accordance with Australian Stock Exchange Listing Rule 3.13.2 and Section 251AA(2) of the Corporations Act 2001, the attached information is provided in relation to the resolutions passed by members of the Company at the Meeting and proxies received in respect of each resolution put to shareholders.

Repayment of SGIH loan funds

On 1 February 2022, MC Mining announced that it had entered into a staged ZAR 86,036,691

(approximately US$5.6 million) Convertible Advance and Subscription Agreement (the Agreement)

with South African resources investor, Senosi Group Investment Holdings Proprietary Limited (SGIH).

In consideration for the provision of ZAR 86,036,691, and subject to the terms of the Agreement, the

Company agreed to issue SGIH up to 71,697,242 new ordinary shares of no par value (Ordinary

Shares).

First Tranche Funding

In accordance with the terms of the Agreement, SGIH initially loaned the Company ZAR 46,036,691 (approximately US$3.0 million) (the First Tranche Funding) that was subsequently converted into 38,363,909 new Ordinary Shares (the First Tranche Shares). The First Tranche Shares were issued by the Company on 6 April 2022 and resulted in SGIH acquiring 19.9% of MC Mining's issued share capital.

Second Tranche Funding

As part of the Agreement, SGIH also conditionally agreed to loan the Company up to a further ZAR40 million (the Second Tranche Funding) that would, subject to the receipt of all required approvals, convert into an additional 33,333,333 new Ordinary Shares (the Second Tranche Shares) at ZAR1.20 per share. The issue of the Second Tranche Shares was subject to MC Mining shareholder approval at today's shareholders meeting. The first two instalments of the Second Tranche Funding totalling ZAR20 million (US$1.3 million) were advanced to MC Mining in April and May 2022 respectively. The issue of the Second Tranche Shares required approval of Resolution 2 at today's shareholder meeting.

As the requisite shareholder approval was not obtained, the final two instalments of the Second Tranche Funding will not be advanced and the amount already advanced under the Second Tranche Funding is now repayable by the Company within 30 days. This ZAR 20 million loan from SGIH will be repaid using part of the ZAR60 million standby loan facility with Dendocept (Proprietary) Limited (the Standby Loan Facility), announced by the Company on 6 June 2022, as well as internal cash resources. If part of the funds provided under the Standby Loan Facility are applied to repayment of the Second Tranche Funding, and based on, inter alia, prevailing forward API4 coal prices and management of group facilities including the Standby Loan Facility, the Company's cash runway is expected to extend to beyond November 2022. In addition, as previously announced, MC Mining is also pursuing several alternative options to secure the necessary funding for the construction of the Makhado Project.

AUTHORISED BY:

Tony Bevan

Company Secretary

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

ASX: MCM / AIM: MCM.L / JSE: MCZ

Investec Bank Limited is the nominated JSE Sponsor

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).

EXTRAORDINARY GENERAL MEETING - Friday 15th July 2022

RESULTS OF MEETING

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2

NB. Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.