Ferrovanta Mining Services — Financial Plan and Capital Structure

The ZAR 9.5 billion capital structure, the funding plan across equity and senior debt, the use of proceeds, the key financial assumptions and the leverage and coverage profile.

Ferrovanta Mining Services Business PlanSection 13 › Financial Plan and Capital Structure

Section 13 · Business Plan

Financial Plan and Capital Structure

The ZAR 9.5 billion capital structure, the funding plan across equity and senior debt, the use of proceeds, the key financial assumptions and the leverage and coverage profile.

13.1 Financial Plan Overview

This section presents the integrated 7-year financial plan for
Ferrovanta Mining Services. The plan has been constructed from a
bottom-up operating model: fleet build-up drives material movement
capacity; material movement capacity drives revenue at contractually
agreed rates; cost-per-BCM benchmarks drive operating cost; and the
resulting EBITDA is rolled into a fully integrated three-statement model
linking the profit and loss statement, balance sheet, and cash flow
statement.

All projections are presented in nominal South African Rand. The
model has been built with documented assumptions allowing each line item
to be sensitivity-tested. The principal output statements (P&L,
Balance Sheet, Cash Flow) are presented in Sections 14, 15, and 16
respectively.

13.2 Key Modelling Assumptions

Assumption Category Base Case Value Source / Rationale
Inflation (CPI, ZAR) 5.0% p.a. SARB Monetary Policy Target midpoint
ZAR/USD exchange rate (assumed average) 18.50 → 21.00 over 7 years Forward curve and IMF projections
Diesel price growth 6.5% p.a. average Sasol commercial diesel historical
Wage inflation 6.0% p.a. Mining Bargaining Council historical settlements
Corporate tax rate (SA) 27.0% Income Tax Act, current rate
Senior debt interest rate Prime + 1.75% Indicative term sheet from SA Big-4 banks
Mezzanine interest rate Prime + 4.50% Negotiated indicative pricing
Equipment finance lease rate Prime + 2.00% OEM finance partners
Asset depreciation — heavy mining 8 years straight-line Useful life convention; IFRS
Asset depreciation — ancillary 5 years straight-line Useful life convention
Working capital — debtor days 55 days Industry benchmark
Working capital — creditor days 45 days Industry benchmark
Working capital — inventory days (parts/fuel) 30 days Industry benchmark

13.3 Capital Structure

The capital structure is designed to (i) match asset durations with
funding durations, (ii) maintain a Debt Service Coverage Ratio
comfortably above lender covenant thresholds throughout the plan period,
(iii) deliver attractive equity returns through reasonable financial
leverage, and (iv) preserve flexibility for refinancing as the business
deleverages. The blended cost of capital at financial close is
approximately 14.2% (after tax).

Figure 13.1
Figure 13.1 — Funding Structure: ZAR 9.5 Billion Capital Raise

13.4 Detailed Funding Stack

Tranche Amount (ZAR m) Tenor Indicative Pricing Targeted Provider
Senior Debt — Term Loan A 2,500 7 years Prime + 1.75% SA commercial banks (RMB, SBSA, Absa)
Senior Debt — DFI Tranche 1,000 10 years Prime + 1.50% DBSA / IFC / AfDB
Mezzanine Note 1,000 8 years Prime + 4.50% + warrants Mezzanine / mining-finance specialists
Equipment Finance Leasing 2,000 5-7 years Prime + 2.00% OEM captive finance + leasing banks
Strategic / PE Equity 2,500 DFI equity / mining-sector PE funds
Sponsor / Founder Equity 500 Founding management and IDC
Total Raise 9,500 Blended cost: ~14.2% (after tax)

13.5 Debt Service and Covenants

Senior debt holders are protected by a documented covenant package
modelled on standard South African project-finance practice. The Company
will commit to (i) a minimum Debt Service Coverage Ratio (DSCR) of
1.25x, tested half-yearly; (ii) a minimum interest coverage ratio of
3.0x; (iii) a maximum Net Debt / EBITDA ratio of 4.5x in Years 1-2,
reducing to 3.0x by Year 4; (iv) restrictions on additional
indebtedness, dividends, and material asset disposals while senior debt
remains outstanding; and (v) defined reporting covenants including
monthly management accounts and quarterly compliance certificates.

Figure 13.2
Figure 13.2 — Debt Amortisation Profile and Debt Service Coverage Ratio

The DSCR trajectory shows comfortable cushion above the 1.25x
covenant from Year 1, rising to in excess of 4.0x by Year 7. Outstanding
debt initially rises in Year 2 reflecting incremental equipment
financing drawdowns before commencing a structured amortisation profile
from Year 3 onward.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Ferrovanta Mining Services (Pty) Ltd.