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Communique - Issue of Shares
GO LIFE INTERNATIONAL LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 098177 C1/GBL)
SEM share code: GOLI.N0000
JSE share code: GLI ISIN: MU0330N00004
(the Company” or “Go Life International” or “GLI”)
COMMUNIQUE - ISSUE OF SHARES
The Board of Directors is pleased to advise that it has entered into three subscription
agreements with Novanod Proprietary Limited (“Novanod”), DVN Family Office Proprietary
Limited (“DVNFO”) and Yusuf Sooklall, to subscribe for 232 500 000 shares, 232 500 000 shares
and 10 000 000 shares respectively, totalling 475 000 000 shares, which subscription proceeds
will be used to effectively settle the loans from Boundryless and DVNFO advanced over the
past two years to settle creditors and regularise the company.
The Company has 132 500 000 treasury shares at the Last Practicable Date, which will be
reissued as part of the issue of shares for cash.
The Board has approved the Issue of Shares for Cash of 475 000 000 shares at ZAR0.01 or one
cent per share amounting to R4 750 000, which will be subscribed for in cash or the
extinguishing of existing liabilities of the Company. This amounts to approximately USD257 315
at an assumed exchange rate at 28 February 2023 of R18.4599:USD1.00.
The new shares are of the same class of shares and will rank pari passu in all respects with the
existing ordinary shares in issue.
The proceeds from the issue of shares will be applied to settle the existing loan amounts owing
to Boundryless and DVNFO. The Boundryless loan and the DVNFO loans have been acquired
by the Subscribers, excluding Yusuf Sooklall.
Two Subscribers, namely Novanod and DVNFO have also agreed to provide additional funds
of R3 000 000, being R1 500 000 each, as additional loan funding towards the settlement of the
remaining creditors amounting to approximately R2.8 million as detailed in Annexure 4 to these
Listing Particulars and the balance of around R200 000 for future working capital, including the
audit for the year ended 28 February 2023. The new loans will bear interest at 11.5% per annum
on a drawn down basis.
Some of the above loan funding has already been advanced to the Company post year end
to settle certain creditors and the Subscribers will settle remaining creditors post the listing of
the new shares. If required, additional funding will be advanced to grow the business.
The directors of the Company believe that the Company has sound prospects once the
solvency of the Company has been restored through the Issue of Shares for Cash and a
supportive shareholder has been secured.
In addition, the Company has made arrangements for the appointment of a new
management company, pursuant to the above issue of shares in order to ensure full
compliance with the requirements of Mauritius. This will include the appointment of a second
Mauritian director. These appointments will be announced on SEM and SENS in due course.
Pursuant to the Issue of Shares for Cash, neither Novanod’s nor the DVNFO shareholding will
exceed 30% and thus a mandatory offer will not be made to Go Life International shareholders.
Approval has been granted by the LEC for the listing of a further 342 500 000 additional Go Life
shares on the Official List of the SEM with effect from the commencement of trade on 11 May
2023, which additional listing has been approved by the Board of Go Life in accordance with
its Constitution and does not require shareholder approval. The shares will also be listed on the
JSE on or about 11 May 2023.
The total combined issued share capital of Go Life is 900 000 000 shares of no par value before
the issue of new shares for cash and 1 242 500 000 shares of no par value after the issue of
shares for cash. The Company has 132 500 000 treasury shares, which will be reissued as part
of the issue of shares for cash.
Listing Particulars have been prepared and issued in compliance with the SEM Listing Rules
governing the Official Listing of Securities, in respect of a further listing of 342 500 000 additional
Go Life shares for the purpose of providing updated information to the public with regard to
the Company and have been approved by the LEC of the SEM, in conformity with the Listing
Rules, on 9 May 2023 under reference number LEC/P/04/2023
The Listing Particulars will be made available from 10 May 2023 on the Company’s website at
www.golifeinternational.co.za.
Go Life International has its primary listing on the Stock Exchange Mauritius and a secondary
listing on the Alternative Exchange of the JSE.
By Order of the Board
10 May 2023
Executive Directors: Non-Executive Directors:
Patrick Wysoczanski Mohamed Yusuf Sooklall
Jean van Rooyen Peter Koll
JSE Sponsor:
AcaciaCap Advisors Proprietary Limited
Date: 10-05-2023 01:51:00
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