eXtract GROUP LIMITED - Conclusion of subscription agreement

Conclusion of subscription agreement

EXTRACT GROUP LIMITED
(previously Eqstra Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/011672/06)
JSE share code: EXG       ISIN: ZAE000223202
(“eXtract”)


CONCLUSION OF SUBSCRIPTION AGREEMENT


1.     INTRODUCTION

       Shareholders are advised that Newshelf 1396 Proprietary Limited (“Newshelf”) (a wholly-owned subsidiary
       of eXtract) has concluded an agreement (the “subscription agreement”) with Last Mile Fund Proprietary
       Limited (“LMF”) in terms of which Newshelf will subscribe for 192 shares in LMF for a subscription
       consideration of R25 million (the “transaction”).

2.     RATIONALE

       LMF is a fund created by eXtract, the ARC Fund (“ARC”), Bernard Swanepoel and Clinton Halsey with the
       purpose of making high return investments within the resources and mining supply sectors. The fund will be
       equity funded by ARC with an initial R92.5 million (representing 71.2% of the equity in LMF), eXtract
       (through Newshelf) with an initial R25 million (representing 19.2% of the equity in LMF), and a combined
       R12.5 million by Bernard Swanepoel and Clinton Halsey (representing 9.6% of the equity in LMF).

       LMF has identified its first investment opportunity, being to fund a consortium which will acquire the
       Mooiplaats Coal Mine, situated near Ermelo in Mpumalanga, from Coal of Africa. The initial equity funding
       provided by the LMF shareholders will be used to part finance this investment opportunity.

3.     SALIENT TERMS OF THE TRANSACTION

       The subscription agreement is unconditional and will be implemented with immediate effect. The subscription
       consideration of R25 million is payable within 15 business days after signature of the subscription agreement,
       against the allotment and issue of the 192 LMF shares to Newshelf.

       The subscription agreement contains undertakings which are normal for a transaction of this nature.

4.     CATEGORISATION OF THE TRANSACTION

       The transaction is categorised as a category 2 transaction in terms of the JSE Listings Requirements for
       eXtract and accordingly does not require approval by eXtract shareholders.

5.     FINANCIAL INFORMATION

       The value of the net assets acquired in terms of the transaction is R25 million, being the subscription
       consideration. LMF is a newly incorporated entity. As such there are no historic profits attributable to the net
       assets being acquired by Newshelf.

31 October 2017

Sponsor                                                    Legal advisor
Java Capital                                               enS Africa

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