Harmony Gold (Australia) Pty Limited entered into a binding scheme implementation deed to acquire MAC Copper Limited (NYSE:MTAL) from group of shareholders for $1 billion on May 27, 2025. Harmony Gold will acquire 82.4 million ordinary shares, 0.52 million Restricted Stock Units, 0.52 million Performance-Based Restricted Stock Units and 0.11 million Deferred Share Units at a price of $12.25 cash per share. The transaction also includes the acquisition of 100% interest in the CSA Copper Mine located in the Cobar Region of New South Wales, Australia. Several of MAC?s key shareholders, Fourth Sail Group, Osisko Bermuda Limited, Sprott Resource Lending II (Collector) LP, Victor Smorgon Group, and BEP Special Situations VI LLC (who together hold or control an additional 20.1% of MAC shares and CDIs on issue) have confirmed to MAC that they will vote at the time of the Scheme meeting in favor of the Scheme. Each of MAC?s directors (who together hold or control 2.4% of MAC?s total current fully paid ordinary shares and CDIs on issue) also intend to vote their MAC shares in favor of the Scheme. The Transaction will be implemented pursuant to a scheme of arrangement under Jersey law ("Scheme"). In case if the transaction is terminated, Harmony Gold will pay a termination fee of $11.8 million to MAC Copper Limited and MAC Copper Limited will pay a termination fee of $23.6 million to Harmony Gold. The transaction will be financed through $1.25 billion bridge facility together with existing cash reserves.

The transaction is subject to Jersey court-approval, third party approval, regulatory approvals from the South African Reserve Bank, the Australian Foreign Investment Review Board, the Australian Securities & Investments Commission and ASX, approval of offer by shareholders of MAC Copper Limited. Harmony shareholder approval will not be required, and the Scheme is not subject to any financing or due diligence conditions. The deal has been unanimously approved by the board of directors of Harmony Gold and MAC Copper Limited. The board of directors of MAC Copper Limited recommends that MAC shareholders vote in favor of the Scheme, in the absence of a Superior Proposal. As of July 22, 2025, MAC is pleased to advise that the First Court Hearing is scheduled July 30, 2025. As of July 31, 2025, the Court approved the dispatch of a scheme circular, to MAC Shareholders and MAC CDI Holders at the Scheme Voting Record Time is expected to be completed on or about August 4, 2025. As of August 5, 2025, the South African Reserve Bank (SARB) has given approval for the transaction. As of August 8, 2025, MAC has been notified by Harmony that Harmony has received written confirmation from the Financial Surveillance Department of the South African Reserve Bank that it has no objection to the implementation of the Scheme and Harmony?s intended funding of the Scheme Consideration. As of August 18, 2025, the receipt of regulatory approval from FIRB following the previously announced approval from SARB is another significant step towards implementation of the Transaction as all requisite regulatory approvals have now been obtained. As of August 29, 2025, the requisite majorities of MAC shareholders voted in favor of resolutions to approve the acquisition. MAC will apply to the Royal Court of Jersey for orders sanctioning the Scheme at the Court Sanction Hearing scheduled for October 9, 2025. If the Court sanctions the Scheme at the Court Sanction Hearing, MAC intends to deliver a copy of the orders of the Court to the Registrar of Companies for registration on 10 October 2025, upon which the Scheme will become effective. The transaction is expected to close in December Quarter 2025. As of October 6, 2025, Transaction is expected to complete on October 10, 2025. As on October 9, 2025 Court of Jersey has today made orders sanctioning the proposed acquisition of 100% of the issued share capital in MAC by Harmony Gold (Australia) Pty Ltd by way of a Jersey law scheme of arrangement.

Macquarie Capital Limited acted as financial advisor to Harmony Gold. Ashurst Australia acted as legal advisor to Harmony Gold. Cliffe Dekker Hofmeyr acted as legal advisor to Harmony Gold. JTC Law acted as legal advisor to Harmony Gold. Barrenjoey Capital Partners acted as financial advisor to MAC Copper Limited. Gilbert and Tobin acted as legal advisor to MAC Copper Limited. Blair T Thetford, Ani Kusheva, Craig Kelly, Patrick Lewis, Ryan Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP and Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to MAC Copper Limited. Ogier Legal Limited Partnership acted as legal advisor to MAC Copper Limited. Webber Wentzel acted as legal advisor to MAC Copper Limited. White & Case LLP acted as legal advisor to Citibank, N.A., Jersey Branch, JPMorgan Chase Bank, N.A., London Branch and Macquarie Bank Limited. Citibank, N.A., London Branch acted as Debt Structuring Bank to Harmony Gold. Citibank, N.A., Jersey Branch, JPMorgan Chase Bank, N.A., London Branch and Macquarie Bank Limited acted as Bridge Facility Underwriters to Harmony Gold.

Harmony Gold (Australia) Pty Limited Completed the acquisition of MAC Copper Limited (NYSE:MTAL) from group of shareholders on October 10, 2025