RIGHT OF REPLY: Miller v Moti and O'Sullivan - Round number three....

Sign up for your early morning brew of the BizNews Insider to keep you up to speed with the content that matters. The newsletter will land in your inbox at 5:30am weekdays. Register here.Support South Africa’s bastion of independent journalism, offering balanced insights on investments, business, and the political economy, by joining BizNews Premium. Register here.If you prefer WhatsApp for updates, sign up to the BizNews channel here..By Mantengu Limited.31 October 2025 - The board of Mantengu Limited notes the podcast press conference given by Mr Zunaid Moti to Mr Alec Hogg on the BizNews platform on 27 October 2025.Mr Moti, unfortunately, appears to have been badly briefed and, consequently, made statements that are demonstrably false, defamatory and/or calculated to deliberately mislead the investing public. In order for shareholders and potential investors to make investment decisions based on accurate information as opposed to the untruths uttered by Mr Moti, Mantengu responds to each of those untruths as follows:Mr Miller is a chartered accountant with a master’s degree in finance.Mr Miller was a game ranger in the Sabi Sand Nature Reserve and completed his master’s thesis during this time focusing on the value created in BEE transactions.After his time as a game ranger, Mr Miller moved back to Johannesburg and started working at Dimension Data as a senior commercial manager.Mr Miller and some partners took the decision to start an empowerment business focusing on conservation, agriculture, and renewable energy. In order to further this business, Mr Miller moved to rural Limpopo to support the fledgling business.Mr Miller was instrumental in developing a novel funding model that would address the challenges associated with deploying capital into South Africa’s rural environment. To prove that the model, a newly purchased shelf company (Langpan Mining Co), with no balance sheet or track record, was utilised to buy Mantengu’s first mine. This was a critical piece of the puzzle in solving how new wealth could be created to help address South Africa’s inequality crisis.Langpan was the new company used to acquire the assets of the now Langpan mine. Mr Moti is factually incorrect on all his Langpan statements. Memor Mining never owned Langpan. Langpan owns Memor Mining 100%. Memor Mining is essentially a dormant company with the mining right as its only asset.Memor Mining’s erstwhile “sister” company at the time, Memor Marketing, never owned Langpan or any mining rights, and simply owned a dysfunctional plant.Mr Miller did not put Memor Marketing into business rescue, Memor Marketing was liquidated by Asia Steel and Metal.The Langpan acquisition of the Memor Mining and Memor Marketing, assets saved most creditors of these entities and approximately 120 jobs.Langpan mines both chrome and PGM’s currently, with PGM’s being stock piled.Langpan is in the Limpopo province and not the North West Province.Mr Miller was appointed to the board of Mantengu (originally Mine Restoration Investments) in April 2017 with the instruction of fixing its governance, raising capital and consummating the acquisition of a company called IMBS.Mr Miller did not try and place Mantengu into business rescue in September 2017. Mantengu was suspended by the JSE on 26 July 2016 for the late publication of its financial statements. This occurred before Mr Miller’s appointment.Mantengu’s planned acquisition of IMBS failed because the IMBS shareholders could not agree to a valuation. Shortly thereafter, the JSE notified Mantengu that it would be classified as a “cash shell”. This classification meant that Mantengu would have a 6-month period to prove to the JSE that a viable investment opportunity was being pursued. With the IMBS transaction having failed, Mantengu, with no current or viable opportunities, was placed on notice by the JSE of its delisting and winding up.Given the lack of options, Mr Miller pitched to the Mantengu board the Langpan empowerment project and its desire to list. Mr Miller and Alistair Collins, both declared their conflicts and recused themselves from the board’s deliberation. The board unanimously supported the acquisition of Langpan (reverse takeover).The JSE classifies reverse takeovers as new listings which require the highest levels of governance and authority to complete. The governance “bar” was set even higher because Mr Miller and Mr Collins were directors of Mantengu and Langpan, hence the JSE’s classification of the transaction as “Related Party”. One of the most stringent requirements of a reverse takeover is the completion of a Competent Persons Report (CPR) signed off by SAMREC and SAMVAL experts.The CPR was signed off on 13 December 2021 by the JSE approved experts at an approved valuation of R852 million. This valuation was approved by the JSE’s Readers Panel and not Mantengu as Mr Moti claims and has misled the public.At today's market prices of chrome concentrate, Langpan’s fair value is estimated at R1.5 billion. Refer to note 3 of our audited financial statements for the year ended 28 February 2025. The December 2021 valuation of R852 million was performed using market prices at the time which were significantly lower than today’s market prices. This clearly irks Mr Moti and hence he has decided to lie to the public that Langpan was valued at R27.5 million. Mantengu acquired Langpan for R550million which is at a 35% discount to the JSE approved valuation of R852million. The reason for the discount was to counter the relevant risk profile and provide historical Mantengu shareholders with the opportunity to claw back historical lost value. Due to the JSE’s classification of the transaction as “Related Party”, Mantengu was required to obtain a fairness opinion to provide voting Mantengu shareholders comfort on the intrinsic value. The fairness opinion supported the transaction value and thus the transaction received the “go ahead” from the JSE. References made by Mr Moti to a R27.5million as a valuation yardstick are patently untrue and have been designed to deliberately mislead the public.Mantengu’s listing was completed on 5 August 2022, and the company was reinstated to trading on the stock exchange. Upon reinstatement, Mantengu was required to start trading at the closing price at the time of suspension in 2016, which was R0.03. The reverse takeover, naturally, resulted in messy balance sheet and share register requiring optimisation. Accordingly:On 12 December 2022, Mantengu completed a fully underwritten rights issue of R15million. This raised some capital and cleaned up some of the balance sheet by converting debt into equity.On 31 March 2023, Mantengu completed a 1000:1 rights issue to optimise its corporate structure. This was necessary because the reverse takeover resulted in 150 billion shares in issue, meaning that Mantengu’s market capitalisation dropped from R4.5billion to R1.5billion (at the lowest tradeable price of R0.01). Given the JSE’s approved valuation of R852million, Mantengu’s liquidity was non-existent because of the valuation mismatch. Why would you pay R1.5billion for something worth R852million? On 1 April 2023, the 1000:1 consolidation took place which resulted in 150 million shares being in issue at a share price of R10. This was an instantaneous and academic adjustment as the consolidation divides the numbers of shares by 1000 and multiplies the trading price by 1000 (R0.01 x 1,000 =R10). It was only upon completion of the corporate activity to 1 April 2023 that Mantengu, for the very first time, could start trading within range. This means that Day 1, for Mantengu, was 1 April 2023.Mantengu’s share price dropped from R10/share to R0.01 and then increased to approximately R2.70 in June 2023. It was at this time that Mantengu was notified of share manipulation intentions.Mr Moti’s claims that Mantengu has not mined PGM’s on Langpan nor has any PGM intentions is factually incorrect, brings into question his mining knowledge and designed to mislead the public. Chrome and PGM’s are found in the same ore body and thus are both mined at the same time. Given Langpan’s ore body, Langpan must first process the chrome before attempting to process the PGMs. All PGM’s are currently being stockpiled to build up a sufficient stockpile to justify any new PGM investments into the requisite processing plant. To further debunk Mr Moti’s lies that Mantengu has no PGM intentions - Mantengu recently acquired a significant PGM mine called Blue Ridge Platinum and is currently engaged in a significant due diligence to possibly acquire a controlling stake in Kilken Platinum, which is only 10km from Langpan. This provides Mantengu with significant flexibility and opportunity to maximise its PGM aspirations to deliver value to shareholders. It is critical for the investing public to know that Mantengu has not yet valued any of its PGM’s on its balance sheet, further bolstering the intrinsic value of the group. Since April 2023 to date, Mantengu has made 6 strategic investments and thus is very much in a develop and build phase and starting to reach steady state operations. Mantengu is effectively only 2 years old with only one of its assets (Langpan) being in the stable for these two years, with all other assets being in the stable for less than two years. Naturally we cannot flick the switch and operate as a listed group that has been in perpetual steady state. The Board is of the view that our investment portfolio is extremely valuable and will deliver significant value to shareholders in the coming years. It would appear that Mr Moti is clearly jealous of the fact that Mantengu acquired Sublime Technologies, valued at R350 million, for no consideration. Mantengu was required to apply IFRS 3 (the standard that dictates the accounting for business combinations) and this resulted in a bargain purchase of R350 million. The valuation of the Sublime business at R350 million was performed by PWC and included the valuation expertise of their plant and equipment experts in Germany. This valuation was thereafter audited and signed off by Mantengu’s auditors for the year ended 28 February 2025. The investing public should refer to note 28 of Mantengu’s audited financial statements for the year ended 28 February 2025 as this provides all the details and disclosure required by IFRS 3, inclusive of the reasons that resulted in a bargain purchase i.e. acquiring an asset worth R350 million for no consideration..It is indeed laughable that Mr Moti has a view that acquirors of assets should pay donations tax. The investing public can make up its own mind as to Mr Moti’s knowledge of South African tax law. All companies require funding to start operations. Companies naturally have two sources of funding - equity or debt. Equity is expensive whereas debt is cheaper but more difficult to raise. Hence Mantengu prefers to raise debt rather than calling on its shareholders to raise equity funding. Mr Moti mentions that Mantengu’s debt is R600 million but of course fails to mention that our assets are R1.1 billion (Refer to Mantengu’s audited balance sheet for the year ended 28 February 2025). This statement is designed to mislead the public or at the very best displays Mr Moti’s knowledge of basic accounting and economics. During the 2025 financial year, Mantengu purchased R171 million of property, plant and equipment. It is only plausible for our debt to increase by a similar amount if we have not paid cash. Mr Moti’s statement that Mantengu does not intend to pay dividends is patently false and designed to mislead the investing public. One does not start a business today and start paying dividends tomorrow. All our assets but one have been in our stable for less than two years. The Board has every intention of paying dividends and returning value to Mantengu shareholders in due course.Mantengu has not issued 130 million odd shares at R4/share. This is a blatant lie by Mr Moti. Mr Moti’s repeated comments that Mr Miller does not have “a shred of evidence” for the allegations made against Mr Moti, are, again, factually incorrect: Mantengu is obliged to and has in fact handed all such the evidence to the relevant authorities, who have, for the most obvious of reasons, cautioned Mantengu against the disclosure of such evidence. Why would anyone disclose evidence of wrongdoing to the wrongdoers themselves so that the wrongdoers can get ahead of the situation? It was notable that Mr Moti specifically deflected from answering Mr Hogg’s question on Paul O’Sullivan. Perhaps it was because he entered into the following transactions with O’Sullivan:Waleed Investments, an active company controlled by Mr Moti, transferred 400 shares to Mr O’Sullivan on 26 May 2014.Waleed Investments loaned O’Sullivan R1,681,542.80 on 8 June 2015.A settlement agreement dated 15 March 2015, in terms of which O’Sullivan was required to withdraw certain sworn affidavits. Although not exhaustive, the affidavits related to:CAS 749/9/2014General Moonoo, Mr Kajee and Mr BhanaMessrs Ibrahim and Hathurani .Mr Moti’s press conference podcast was a failed attempt at misleading the market about Mr Miller and Mantengu, a task he could only have any chance of achieving by spewing the kind of inaccuracies, lies and verbal diarrhoea that he did. Mantengu will not be dissuaded or threatened from providing its assistance to and co-operation with the authorities investigating the criminal acts associated with its share price manipulation. It is perplexing that Mr Hogg didn’t take the opportunity to either interrogate Mr Moti more closely on his averments or, facilitate a “live” debate between Mr Miller and Mr Moti. Rather he provided Mr Moti with a platform to lie to and mislead the public. We would welcome a live debate at any point. Mr Moti’s verbal diarrhoea on BizNews has demonstrated to the public that he has no understanding of the JSE Listings Requirements, Financial Markets Act, Companies Act, International Financial Reporting Standards, Tax law in South Africa, Corporate Governance, basic economics and is unable to read a valuation and identify the correct numbers.

RIGHT OF REPLY: Miller v Moti and O'Sullivan - Round number three....

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