Johannesburg, 2 April 2026
Deneys has advised Kholo Capital Mezzanine Fund I Partnership (represented by its ultimate general partner Kholo Capital Mezzanine Fund I GP Proprietary Limited) (Kholo Capital) on a ZAR275 million mezzanine funding transaction provided to Isambane Mining Proprietary Limited.
The funding is intended primarily to finance the acquisition of a minority shareholding in Isambane Mining by its majority shareholder, while also supporting the company’s operating capital requirements and future growth expenditure. This transaction marks a significant step in strategic consolidation within the mining sector and supporting sustainable operational expansion.
Deneys acted as lead counsel to Kholo Capital, conducting a comprehensive legal due diligence on Isambane’s and its group companies’ business and existing senior funding arrangements, advising on the structuring of the transaction, drafting and negotiating the finance documents, the security documents and related transaction agreements. The team also ensured that the mezzanine funding was appropriately structured and secured alongside existing senior funding, without reliance on a security SPV structure.
The transaction required a flexible and innovative approach, particularly following mid-deal tax and structuring differences between the mezzanine lenders, which resulted in the creation of and subscription for separate classes of preference shares and corresponding revisions to the transaction documentation. Deneys further advised on intercreditor arrangements and competition law considerations relating to lender protections in the Finance Documents.
The multidisciplinary Deneys team was led by Izak Lessing (Banking and Finance), with key support from Willem de Villiers and Mark Griffiths (Corporate Mergers & Acquisitions), Samantha Petersen (Real Estate), Gillian Lumb (Employment and Labour), Camille Kafula, Raveshnee Pakkiri and Adrienne Hendricks (Banking and Finance), together with a broader team across corporate and commercial, employment and labour, tax, competition and insurance.
This deal underscores Deneys’ expertise in structuring complex, high-impact financing arrangements that balance competing stakeholder interests while delivering practical, risk-focused solutions in the mining sector.
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