Announcement regarding the grant of an option to Oceana Group Limited to acquire shares held indirectly by Brimstone Brimstone Investment Corporation Limited (Incorporated in the Republic of South Africa) Registration number 1995/010442/06 Share Code: BRT ISIN: ZAE000015277 Share Code: BRN ISIN: ZAE000015285 ("Brimstone" or the “Company”) ANNOUNCEMENT REGARDING THE GRANT OF AN OPTION TO OCEANA GROUP LIMITED (“OCEANA”) TO ACQUIRE SHARES IN OCEANA HELD INDIRECTLY BY BRIMSTONE 1. Introduction Shareholders are referred to an announcement published by the Company on 21 December 2011, regarding the acquisition by Brimstone of a further 8.5 million shares in Oceana (“the Oceana Shares”). The Oceana Shares were acquired on the market and settled in cash through Brimstone accessing its long-term funding facilities. Shareholders are also referred to an announcement published by Oceana on SENS on 7 November 2012. Effective during October 2012, Newshelf 1064 (RF) Proprietary Limited (“Newshelf”) (a wholly- owned subsidiary of Brimstone and the company through which the Oceana Shares are held) entered into an agreement (“the Subscription Agreement”) with The Standard of South Africa Limited (“SBSA”) to refinance its holding of the Oceana Shares (“the Newshelf Refinancing”). The Newshelf Refinancing is subject to customary share cover covenants in favour of SBSA and gives Oceana the right to exercise a call option over the Oceana Shares under certain limited circumstances. As a result hereof, shareholders are advised that Brimstone and Newshelf have entered into an agreement with Oceana (“the Call Option Agreement”) in terms whereof Newshelf irrevocably grants to Oceana (and/or any of its subsidiaries) the option, in the event of certain share cover ratios being triggered, to repurchase or purchase from Newshelf, upon written notice by Oceana to Newshelf, the Oceana Shares at their then current market value per share (being the then current daily volume weighted average price traded on the JSE Limited (“the JSE”)) (“the Call Option”) at the time of the exercise of the Call Option and upon the terms and conditions set out in paragraph 2 below. 2. Terms and conditions of the Call Option The Call Option Agreement is subject to the fulfilment of the suspensive condition that the Subscription Agreement has been signed by all its parties thereto and has become unconditional in accordance with its terms. Oceana's right and entitlement to exercise the Call Option in terms of the Call Option Agreement shall only come into effect once the shareholders of Oceana (by special resolution and in terms of the applicable Listings Requirements of the JSE) have approved the entry into of the Call Option Agreement by Oceana. If approved, and upon certain share cover ratios being triggered, the Call Option must be exercised by Oceana within two business days of written notification from SBSA (“the SBSA Notice"). The purchase consideration payable by Oceana (or any of its subsidiaries) to Newshelf shall be notified by SBSA simultaneously with delivery of the SBSA Notice. Any exercise of the Call Option by Oceana will be for 5% (five per cent) or less of Oceana's issued shares. If the Call Option is exercised by a subsidiary of Oceana, the exercise of the Call Option by such subsidiary will be for 10% (ten per cent) or less of Oceana's issued shares, less treasury shares already held by all Oceana subsidiaries at that time. 2 The rights and obligations of the parties under the Call Option Agreement shall continue and remain in force until Newshelf has discharged all of its obligations to SBSA under and in terms of the Subscription Agreement. 3. Financial effects There are no financial effects due to the Call Option currently not being exercisable as the Oceana share price is substantially in excess of the bank covenant threshold. Should the Call Option ever be exercised, Brimstone shareholders will be informed by means of a SENS announcement of the financial effects at the time based on the actual price and number of Oceana Shares repurchased by Oceana. 4. Categorisation of the Call Option The Call Option, if exercised in full, is categorised as a Category 2 transaction in terms of the JSE Listings Requirements. 8 November 2012 Cape Town Investment Bank and Sponsor Nedbank Capital Date: 08/11/2012 01:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.