UNICORN CAPITAL PARTNERS LIMITED - Disposal of plant and equipment

Disposal of plant and equipment

Unicorn Capital Partners Limited                                                     
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: UCP ISIN: ZAE000244745
(“Unicorn” or “the Company” or “the Group”)
Previously known as Sentula Mining Limited

DISPOSAL OF PLANT AND EQUIPMENT

1. INTRODUCTION
   Shareholders are referred to the announcement dated 27 June 2016 and the circular to
   shareholders dated 30 September 2016 in terms of which shareholders were advised that the
   Company and its 50.5% held subsidiary, Sentula Coal Proprietary Limited (“Sentula Coal”), had
   entered into an agreement with Close-Up Mining Proprietary Limited (“Close-Up Mining”) in
   terms of which Unicorn would, inter alia, dispose of its shares in Sentula Coal in consideration
   for 40% of the shares in Close-Up Mining (“the Close-Up Merger”).

   In the unaudited consolidated financial results of Unicorn for the 6 months ended
   31 December 2016, issued on 31 March 2017, the Company advised that the Close-Up Merger
   had not been implemented due to various suspensive conditions not being fulfilled.

   Shareholders are hereby advised that Unicorn has subsequently entered into an agreement
   with Close-Up Mining in terms of which the parties agreed that Sentula Coal would sell, to
   Close-Up Mining, certain plant and equipment (“the Sentula Coal Plant and Equipment”) for an
   aggregate consideration of R25 080 000 (inclusive of Value Added Tax of R3 080 000) (“the
   Disposal”).

2. SETTLEMENT OF THE PURCHASE CONSIDERATION
   The purchase consideration shall be settled as follows:
    (i)  an amount equal to R10 580 906.34 shall be settled through the reduction of an existing
         obligation owing by Sentula Coal to Close-Up Mining that arose in terms of sub-
         contracting arrangements entered into between the parties, prior thereto;
   (ii)  the balance of the purchase price of R14 499 093.66 shall be settled by Close-Up Mining
         to Sentula Coal through the payment of six equal monthly instalments deducted and
         retained by Sentula Coal from the services rendered by Close-Up under the sub-
         contracting arrangements.

   The proceeds will be utilised to further improve the liquidity position of the Group.

3. CONDITIONS PREECEDENT AND EFFECTIVE DATE
   The Disposal does not remain subject to any conditions precedent. The agreement provides
   that the effective date of the Disposal is 1 October 2017, notwithstanding the date of signature
   of the agreement.

4. FINANCIAL INFORMATION
   The carrying value of the Sentula Coal Plant and Equipment was R12 150 151 as at 30 June 2017
   and, for the 12 months then ended, the Sentula Coal Plant and Equipment generated a net loss
   after tax of R2 861 828.

   The above information has been extracted from the audited Group consolidated annual
   financial statements for the 12 months ended 30 June 2017 prepared in accordance with
   International Financial Reporting Standards.

8. CLASSIFICATION OF THE TRANSACTION
   The Disposal is classified as a Category 2 transaction in terms of the Listing Requirements of the
   JSE Limited.


By order of the board

Johannesburg
8 November 2017

Sponsor
Questco Corporate Advisory Proprietary Limited

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