Description of Activities

Description of transaction: The transaction involves the sale of shares in Kamino Minerals Ltd and subsequently its interest in New Horizon Copper Proprietary Limited and Kombat Project and Mine to Horizon Frontier Holdings Ltd by Drayton Fen Limited. 

Acquiring group: The primary acquiring undertaking is Horizon Frontier Holdings Ltd. (“Horizon Frontier”), a private limited company duly incorporated in accordance with the laws of Mauritius. Horizon Frontier is jointly controlled by Oraka Limited and Alderaan Investments Limited; both companies are incorporated in Mauritius. Horizon Frontier controls Overlode Limited (“Overlode”), a Mauritian-registered company, which does not control any other undertaking. Horizon Frontier, together with its subsidiaries and controlling entities, is herein referred to as the Acquiring Group. 

The Acquiring Group has no business activities in Namibia, and Horizon Frontier has no business activities anywhere else but intends to become a privately owned holding company with copper interests across the African continent.

Target undertaking: The primary target undertaking is Kamino Minerals Ltd. (“Kamino”), a private limited company duly incorporated in accordance with the laws of England and Wales. Kamino is owned by Drayton Fen Limited, a private company incorporated in the United Kingdom. 

Kamino controls PNT Financeco Corp. (“PNT”), a company incorporated under the laws of Mauritius. PNT controls Kombat Holdings Namibia Proprietary Limited (“Kombat Namibia”) and New Horizon Copper Proprietary Limited (“Horizon Copper”), previously traded as Trigon Mining (Namibia) Proprietary Limited (“Trigon Mining"), are both private companies incorporated within the laws of Namibia. Horizon Copper owns and controls the Kombat Project, which includes the Kombat Mine located in Otavi, in the Otjozondjupa region, Namibia.

Additionally, Kamino controls Kombat Streamco Corp. (“Kombat Streamco”), a company incorporated in terms of the laws of Canada, which is a newly established undertaking with no operations in Namibia or anywhere else. 

Kamino and all its subsidiaries are collectively referred to as the Target Group.

The Kombat Project, through the Kombat mine, mines copper ore, which is processed to produce copper concentrate, which is then exported.

Relevant market: The merging parties submit that the relevant market is the market for production and distribution of copper concentrate. 

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