Langpan Mining Co Proprietary Limited entered into a new share purchase agreement to acquire Mine Restoration Investments Limited in a reverse merger transaction for ZAR 550 million on August 19, 2020. Accordingly, on 21 April 2022, Mantengu entered into a new share purchase agreement with the current shareholders of Langpan in respect of the Proposed Transaction. The transaction will be structured as a reverse triangular merger, whereby Mine Restoration Investments Limited will issue shares to Langpan Mining Co Proprietary Limited stockholders in an all-stock transaction. Under the terms of the agreement, Langpan Mining Co Proprietary Limited shareholders would own 99.37% of the equity of Mine Restoration Investments Limited and Mine Restoration Investments Limited shareholders would own 0.63%. The transaction is subjected to written confirmation from the JSE that the suspension of the listing of MRI shares on the Alternative Exchange of the JSE has been lifted, the approval of the requisite majority of MRI shareholders of the transaction and approval of a waiver of mandatory offer in accordance with Regulation 86(4) of the Companies Regulations. Mine Restoration Investments will seek approval of its shareholder to consolidate its shares in ratio of 1 consolidated MRI share for every 1000 MRI shares currently in issue. The Proposed Transaction will become effective nine months from the date of signature of the Share Purchase Agreement i.e. August 13, 2020. As of July 26, 2022, all Conditions Precedent have been fulfilled and accordingly, the transaction is now unconditional. QuestCo (Pty) Limited acted as financial advisor to Mine Restoration Investments Limited. Letsema Corporate Finance Proprietary Limited was appointed by the Company as the independent expert to provide the fairness opinion on the Proposed Transaction. Merchantec (Proprietary) Limited represented Mantengu.
Langpan Mining Co Proprietary Limited completed the acquisition of Mantengu Mining Limited (JSE:MTU) in a reverse merger transaction on July 27, 2022.