MANTENGU LIMITED — M&A Activity 2026

May 20, 2026

Mantengu®

Next Generation Mining

MANTENGU LIMITED

(formerly Mantengu Mining Limited)

Incorporated in the Republic of South Africa

(Registration number 1987/004821/06)

Share code: MTU ISIN: ZAE000320347

("Mantengu" or "the Company")

DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITION OF ASSETS AND POTENTIAL REVERSE TAKEOVER TRANSACTION

In compliance with paragraph 8.14 of the JSE Listings Requirements, the Board of Directors of the Company (the "Board") wishes to announce that it has entered into advanced negotiations with Averi Finance ("Averi") to acquire assets of Averi in exchange for the issue of new Mantengu shares ("Transaction").

About Averi

Averi is a Mauritian incorporated asset-backed African energy and infrastructure investment group, regulated by the Financial Services Commission of Mauritius, and is not a related party to Mantengu. Averi has a portfolio of licensed, contracted assets across power transmission, energy trading, renewables, oil and gas and digital infrastructure in South Africa, Angola and the Democratic Republic of Congo.

Averi is uniquely positioned at the intersection of finance, energy and infrastructure, through ownership of hard investment assets.

Proposed Transaction and Categorisation

The potential Transaction consists of the acquisition by Mantengu of all the assets of Averi in exchange for the issuance of 650 million new Mantengu ordinary shares as consideration. Mantengu has provisionally valued Averi at USD 120 million, and Averi has provisionally valued Mantengu at USD 60 million. The transaction will result in the dilution of existing Mantengu shareholders who own approximately 325 million ordinary shares, such that they will end up owning 33.3% of the expanded group. The final metrics will be subject to the completion of the ongoing due diligence process and will be announced in due course.

The Transaction will be classified as a Category 1 transaction as well as a Reverse Takeover in accordance with the JSE Listings Requirements and may lead to a change in control in terms of the Companies Regulations, 2011 meaning that the Company will be required to, inter alia, draft a circular to shareholders and call a general meeting of shareholders to vote on the proposed Transaction. It is likely that a waiver of a mandatory offer will be a condition of the Transaction.

Conclusion

The Board is supportive of this exciting transaction. The expanded Group's asset portfolio will consist of a more diversified asset base across the African continent, expanding into new sectors and markets in line with Mantengu's stated strategy.

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The successful conclusion of this transaction will significantly enhance capital raising capacity in respect of further acquisitive growth and provide the group access to significant liquidity through Averi.

Mantengu's stated vision of being an investor in mining, mining services and energy would take an expedited leap forward upon the successful conclusion of this transaction.

The Board will keep shareholders updated as important milestones during the Transaction are reached.

Cautionary Announcement

Shareholders are advised that the above Transaction, if successfully concluded, may have a material effect on the price of the Company's securities. Accordingly, shareholders are advised to exercise caution when dealing in their securities until a further announcement is made.

By Order of the Board

20 May 2026

Designated Advisor

AcaciaCap Advisors Proprietary Limited