Finalisation Announcement Village Main Reef Limited (Registration number 1934/005703/06) JSE code: VIL ISIN: ZAE000192555 ("Village" or "the Company") FINALISATION ANNOUNCEMENT 1. INTRODUCTION Shareholders of Village ("Village Shareholders") are referred to the announcement released on the Stock Exchange News Service (“SENS”) on 7 April 2015, which detailed the results of the General Meeting, where the resolutions required to approve the Scheme were passed by the requisite majority of Village Shareholders as set out in the circular issued to Village Shareholders on 6 March 2015 regarding the Scheme (“Circular”). Village Shareholders are further referred to the announcement released on SENS on 30 April 2015, which indicated that certain conditions precedent remained outstanding and that Village Shareholders would in due course be notified on the updated Scheme timetable. Words and expressions used in this announcement shall have the meanings ascribed to them in the Circular. 2. OUTSTANDING SCHEME CONDITIONS PRECEDENT Village Shareholders are advised that all conditions precedent to the Scheme, as detailed in the Circular, have been fulfilled or waived and consequently the Scheme is now unconditional. Upon implementation of the Scheme, an application will be made to the relevant authorities for the delisting of all of Village’s shares from the JSE Limited (“JSE”). 3. NOMINATION OF AZTODEX PROPRIETARY LIMITED AS ACQUIRER OF SCHEME SHARES Village Shareholders are further advised that Heaven-Sent sent a letter today (11 May 2015) to the board of Village, as well as to the JSE and the TRP, in which it nominated Aztodex Proprietary Limited (Registration Number: 2015/095863/07) (which is in the process of changing its name to 'Heaven Sent South African Sunshine Investment Company Proprietary Limited') ("Aztodex") as the "Heaven-Sent Nominee" for the purposes of paragraph 4.2.2 of the Circular. Aztodex will accordingly acquire all of the Scheme Shares and fulfil all of Heaven-Sent's obligations in terms of the Scheme. 4. SALIENT DATES AND TIMES Action 2015 Fulfilment Date of the last of the conditions to the Implementation Monday, 11 May Agreement Last day to trade in Shares in order to be recorded in the Register Friday, 22 May on the Record Date (Scheme LDT) Date of suspension of listing of Shares on the JSE Monday, 25 May Record Date on which Shareholders must be recorded in the Friday, 29 May Register to receive the Scheme Consideration Operative Date of the Scheme Monday, 1 June Scheme Consideration posted/paid to Certificated Scheme Monday, 1 June Participants (provided their Form of Surrender and Transfer (blue) are received on or prior to 12h00 on the Record Date) on or about Dematerialised Scheme Participants will have their accounts with Monday, 1 June their Central Securities Depository Participant (“CSDP”) or broker credited with the Scheme Consideration on Termination of listing of Shares at commencement of trade on the Tuesday, 2 June JSE on Notes: 1. Village Shares on the Scheme Record Date (Friday, 29 May 2015) will participate in the Scheme (i.e. sell their Shares to Heaven-Sent in accordance with the Scheme for the Scheme Consideration). 2. Village Shares may not be dematerialised or re-materialised after the Scheme Last Day to Trade (Friday, 22 May 2015). 3. All times given in this announcement are, unless the context indicates to the contrary, South African Standard Time. Johannesburg 11 May 2015 Corporate Advisor to Village Main Reef Corporate Advisor to Heaven-Sent Limited Capital Group Management Co., Ltd Qinisele Resources Proprietary Limited Standard Chartered Bank South African Legal Advisor to Heaven- JSE Sponsor to Village Main Reef Sent Capital Management Group Co., Limited Ltd Bravura Capital Proprietary Limited Werksmans Attorneys South African Legal Advisor to Village Independent Expert to Village Main Reef Limited Edward Nathan Sonnenbergs Incorporated Venmyn Deloitte Date: 11/05/2015 12:05:00 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.