KINETIC DEV (01277.HK): Subscription of MC Mining Shares for USD 16 Million and Bridge Loan of USD 8 Million to MC Mining

NewTimeSpace News: On 13 August 2026, Kinetic Development Group Limited (stock code: 01277) voluntarily announced that the Company entered into a share subscription agreement with MC Mining. MC Mining is an indirect non-wholly-owned subsidiary of the Company, duly incorporated and validly existing under Australian law, with its securities listed on the JSE and ASX (ASX: MCM).

According to the announcement, under the share subscription agreement, the Company has agreed to subscribe for and purchase, and MC Mining has agreed to issue and sell to the Company: (i) 38,295,836 shares (First Completion Shares) at a price of USD 0.2089 per share, subject to adjustment under the ASX Listing Rules to reflect any share subdivision, consolidation, bonus issue or rights issue occurring after the date of the agreement (Adjustment Events), with an aggregate subscription price for the First Completion of USD 8,000,000; and (ii) 38,295,836 shares (Second Completion Shares) at a price of USD 0.2089 per share, with an aggregate subscription price of USD 8,000,000. To provide MC Mining with the funds required for its business operations and working capital needs prior to the First Completion, the Company entered into a bridge loan agreement with MC Mining to lend an aggregate amount of USD 8,000,000. All outstanding amounts of the bridge loan (other than accrued interest) will be applied to offset the First Completion Purchase Price payable by MC Mining at the First Completion; the Second Completion Purchase Price will be paid by cash remittance. The Second Completion is conditional upon the Makhado project commencing production.

MC Mining is a company operating in South Africa, principally engaged in the exploration, development and mining of hard coking coal and thermal coal required for steelmaking, and intends to apply the proceeds of the bridge loan and the Second Completion Purchase Price to its business operations and working capital needs, in particular the continued construction, production ramp-up and capacity expansion of its Makhado project. The Company considers that the subscription of MC Mining shares presents a good opportunity to strengthen its investment in the Makhado project, a leading hard coking coal project operated by MC Mining with excellent prospects, and to demonstrate its continued support for the project's development. The Directors consider that the subscription of MC Mining shares (including the terms of the bridge loan agreement) is fair and reasonable and in the interests of the Company and its shareholders as a whole.

In terms of the implications under the Listing Rules, as the Group intends to subscribe for MC Mining shares within the 12-month period following the subscription of convertible notes (collectively, the Relevant Transactions), the Relevant Transactions are regarded as an investment in MC Mining and are required to be aggregated as a series of transactions under Rule 14.22 of the Listing Rules; as all applicable percentage ratios on an aggregated basis are below 5%, the share subscription agreement, the bridge loan agreement and the transactions contemplated thereunder do not constitute discloseable transactions under Chapter 14 of the Listing Rules. The subscription of MC Mining shares is conditional upon the satisfaction of the conditions precedent under the share subscription agreement and the bridge loan agreement and may not necessarily be completed.

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