HMY gets Australian FIRB clearance; shareholder vote and court sanction remain

Rhea-AI Filing Summary

Harmony Gold Mining Company Limited (HMY) has received approval from the Australian Foreign Investment Review Board (FIRB) for its acquisition of MAC Copper, meaning the regulatory condition precedent in clause 3.1(c) of the Implementation Deed is now fulfilled and all regulatory conditions to the Scheme are met. Management says the CSA mine fits Harmony's gold-copper growth strategy and that the transaction advances Harmony's transformation into a global gold and copper producer. The Scheme still requires shareholder approvals at meetings on 29 August 2025, completion or waiver of specified conditions under the Streams Restructure Deed, and sanctioning by the Court at the Court Sanction Hearing.

Positive

• FIRB approval obtained for the MAC Copper acquisition, fulfilling the regulatory condition precedent
• All regulatory conditions to the Scheme met according to the filing
• Management states the CSA mine aligns with Harmony's gold-copper growth strategy

Negative

• Scheme still conditional on shareholder approvals at meetings on 29 August 2025
• Completion depends on fulfilment or waiver of specified conditions under the Streams Restructure Deed
• Scheme requires Court sanctioning at the Court Sanction Hearing before it can proceed

Insights

Corporate Strategy Analyst

FIRB approval removes a major regulatory hurdle for Harmony's MAC Copper acquisition.

The FIRB approval confirms Australian regulatory clearance, which the filing explicitly states fulfills the regulatory condition precedent in the Implementation Deed and means all regulatory conditions are now met. That materially advances the deal toward closing and supports Harmony's stated strategy to expand in gold and copper by acquiring the CSA mine.

Corporate Transactions Counsel

Significant legal and shareholder steps remain before the Scheme can be completed.

Although regulatory clearance is obtained, the filing explicitly lists remaining conditions: shareholder approvals at the 29 August 2025 meetings, fulfilment or waiver of Streams Restructure Deed conditions, and Court sanctioning. Each is a discrete, required step cited in the document and therefore remains a potential obstacle to completion until satisfied.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6­K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a­16 OR 15d­16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For August 19, 2025

Harmony Gold Mining Company Limited

Randfontein Office Park

Corner Main Reef Road and Ward Avenue Randfontein, 1759

South Africa

(Address of principal executive offices)

*-­

(Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20­ F or Form 40­F.)

Form 20F ☒ Form 40F ☐

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3­2(b) under the Securities Exchange Act of 1934.)

Yes ☐ No ☒

Harmony Gold Mining Company Limited

Registration number 1950/038232/06

Incorporated in the Republic of South Africa

ISIN: ZAE000015228

JSE share code: HAR

("Harmony" and/or "the Company")

HARMONY CLEARS FINAL REGULATORY HURDLE AFTER AUSTRALIAN FOREIGN INVESTMENT REVIEW BOARD APPROVES LANDMARK ACQUISITION OF MAC COPPER

Johannesburg. Tuesday, 19 August 2025: Harmony Gold Mining Company Limited (“Harmony” or the “Company”) is pleased to announce that its subsidiary Harmony Gold (Australia) Pty Ltd has received written notice under section 74(2) of the Foreign Acquisitions and Takeovers Act 1975 (Cth) on behalf of the Australian Federal Treasurer stating that the Commonwealth Government does not object to the proposed acquisition of MAC Copper Limited by way of a Jersey law scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991 (as amended) ("Scheme"). This is further to the South African Reserve Bank (SARB) approval which was obtained on 5 August 2025.

MAC Copper is the owner of the high-grade CSA Copper Mine in New South Wales, Australia which produced ~41kt of copper in calendar year 2024.

Capitalised terms used in this announcement have the meaning given to them in the Scheme Circular, a copy of which is attached to MAC Copper's announcement released on 31 July 2025. A copy of the Scheme Circular is available for viewing on MAC's website at https://maccopperlimited.com/.

Accordingly, the regulatory condition precedent in clause 3.1(c) of the Implementation Deed has now been fulfilled, and all regulatory conditions to the Scheme have been met.

“The approval by the Australian Foreign Investment Review Board (FIRB) marks a key milestone in our acquisition of MAC Copper, with all regulatory approvals now secured. The CSA mine aligns with our clear gold-copper growth strategy and strengthens our portfolio. This transaction accelerates Harmony’s transformation into a global gold and copper producer and offers compelling value for shareholders and stakeholders,” said Beyers Nel, CEO of Harmony.

The Scheme remains subject to the satisfaction of the remaining conditions as outlined in the Scheme Circular. Specifically, it is conditional upon:

•Approval of the Scheme and the General Meeting Resolution by the requisite majorities of Scheme Shareholders and MAC Copper shareholders (as applicable) at the Meetings on 29 August 2025;

•Fulfilment or waiver of certain specified conditions precedent to the Streams Restructure Deed;

•Sanctioning of the Scheme by the Court at the Court Sanction Hearing; and

•Satisfaction of other customary conditions detailed in the Scheme Circular.

The Restructuring Documents have been fully executed, and the remaining deliverables required to satisfy the Consents Condition are progressing well.

Please refer to the SENS announcement released on 27 May 2025 for the full details of the transaction. This is available on our website at: www.harmony.co.za.

A corresponding announcement has also been published by MAC Copper and is available on their website at www.maccopper.com.

Further updates will be provided as the transaction progresses.

For more details, contact:

Jared Coetzer

Head of Investor Relations

+27 (0) 82 746 4120

Johannesburg

19 August 2025

JSE Sponsor

J.P. Morgan Equities South Africa (Pty) Ltd

Ends.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

									Harmony Gold Mining Company Limited
Date: August 19, 2025									By: /s/ Boipelo Lekubo
									Name: Boipelo Lekubo
									Title: Financial Director

FAQ

Has Harmony (HMY) received regulatory approval for the MAC Copper acquisition?

Yes. The filing states the Australian Foreign Investment Review Board (FIRB) approval has been received, fulfilling the regulatory condition precedent in the Implementation Deed.

Are all regulatory conditions to the Scheme satisfied for Harmony's deal?

The filing explicitly states that all regulatory conditions to the Scheme have been met following FIRB approval.

What remaining conditions must be satisfied before the Scheme closes?

The Scheme remains conditional on: approval by Scheme and MAC Copper shareholders at the 29 August 2025 meetings, fulfilment or waiver of specified conditions in the Streams Restructure Deed, and sanctioning by the Court.

What did Harmony management say about the acquisition?

CEO Beyers Nel said FIRB approval is a key milestone and that the CSA mine aligns with the company's gold-copper growth strategy, accelerating Harmony's transformation into a global gold and copper producer.

Is the Scheme unconditional and completed following FIRB approval?

No. While regulatory conditions are met, the filing makes clear the Scheme is still conditional on shareholder votes, Streams Restructure Deed conditions, and Court sanctioning.