Description of Activities

Description of transaction: The proposed transaction involves the acquisition of a minority shareholding in Andrada Investments (Mauritius) Limited ("AI(M)L") by BWCAM Limited ("BWCAM") pursuant to an Earn-In Agreement ("EIA"). Under the EIA, BWCAM will provide funding to accelerate the exploration and development of the Brandberg West Project. As a result of the transaction, BWCAM will acquire joint control over AI(M)L through the exercise of material influence arising from certain negative control rights granted under the EIA, notwithstanding that it will hold only a minority shareholding in AI(M)L. 

Acquiring group: The primary acquiring undertaking is BWCAM Limited ("BWCAM"), a company incorporated under the laws of England and Wales. BWCAM is controlled by ACAM LP, a natural resources-focused limited partnership, acting through its general partner, ACAM GP Limited ("ACAM"). BWCAM does not have any direct or indirect business interests in Namibia. ACAM also serves as the general partner of RCAM LP, which holds a majority membership interest as a strategic investor in Rhino Holdings Société en Commandite Spéciale ("Rhino SCSP"). Rhino SCSP controls Rhino Resources Namibia ("Rhino BVI"), a company incorporated in the British Virgin Islands. Rhino BVI holds a working interest in an offshore Namibian hydrocarbon exploration license.

Target undertaking: The target undertaking is Andrada Investments (Mauritius) Limited ("AI(M)L"), a company incorporated under the laws of Mauritius. AI(M)L is a special purpose vehicle established solely for the purposes of the proposed transaction and controls Grace Timon Investments (Proprietary) Limited ("GTI"), a company incorporated in Namibia and active in the mining exploration sector. GTI holds Exclusive Prospecting Licence 5445 ("EPL 5445"), which relates to the Brandberg West Project and constitutes the principal asset that is the subject of this transaction. GTI is currently undertaking exploration and feasibility activities in relation to the development of the Brandberg West Project, with exploration focused on copper, tungsten, and tin mineralisation.

Relevant market: The relevant market is the exploration of copper, tungsten, and tin mineral resources in Namibia.

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