Cautionary announcement Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH & ISIN: ZAE000117420 ("Keaton" or "the Company") CAUTIONARY ANNOUNCEMENT Keaton shareholders are advised that the Company has received an offer to acquire the entire issued share capital and claims against Leeuw Mining and Exploration Proprietary Limited (“LME”) and Amalahle Exploration Proprietary Limited (“AEP”) (collectively “the KZN Assets”) (“the Proposed Transaction”). The KZN Assets consist of the operating Vaalkrantz Colliery (“Vaalkrantz”), the Koudelager Coal Project (“Koudelager”), the Balgray Coal Project (“Balgray”) and the Mooiklip Coal Project (“Mooiklip”). The Braakfontein Coal Project (“Braakfontein”), held under Leeuw Braakfontein Colliery Proprietary Limited is specifically excluded from the Proposed Transaction. The Proposed Transaction, if successfully concluded, may have an effect on the price at which the Company's securities trade on the JSE Limited. Accordingly, Keaton shareholders are advised to exercise caution when dealing in Keaton shares until a further announcement is made. Johannesburg 29 September 2015 Corporate advisor Sponsor Qinisele Resources Proprietary Limited Investec Bank Ltd Date: 29/09/2015 03:35:00 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.