Cautionary Announcement - Gold Brands signs MOU to open Chesanyama in the USA GOLD BRANDS INVESTMENTS LIMITED Incorporated in the Republic of South Africa Registration Number: 2015/168426/06 Share code on the JSE: GBI ISIN: ZAE 000212791 ("Gold Brands" or "the Company") CAUTIONARY ANNOUNCEMENT - GOLD BRANDS SIGNS MOU TO OPEN CHESANYAMA IN THE USA River Group is authorised to announce that the board has entered into a memorandum of understanding ("MOU") with Red Hornbill (Pty) Ltd and the White Family Limited Partnership to jointly establish CHESA NYAMA HOLDINGS USA LLC in the USA to launch the Chesanyama brand in the USA by way of an Area Development Agreement ("ADA") under the USA laws and if successful to subsequently franchise the Chesanyama brand and concept in the USA. The MOU is subject to regulatory approvals where necessary and contains the following broad principles: *Gold Brands shall subscribe for 30% of the entire issued share capital in Chesa Nyama USA LLC at nominal value; *Any Intellectual Property that each of the Parties have remains their exclusive Intellectual Property, and neither of the Parties may use the other Parties' Intellectual property; *Chesa Nyama USA LLC shall pay Gold Brands the cost of the ADA; *The opening of the first store in the USA's, anticipated date of the opening will be on or before the end October 2016; *Gold Brands shall not be required to provide any capital requirements towards the expansion of the Chesa Nyama brand in the USA; *Red Hornbill and the White Family Partnership shall fund on loan account such amounts as may be required by Chesa Nyama USA LLP in its roll out of the franchise in the Territory such loan accounts shall be subordinated to the Franchising Fees payable to Gold Brands; *Furthermore, there shall be no restriction on the declaration of dividends; *Gold Brands shall be required to provide logistical support and all related management support towards the product line, branding, menu costing, including strategic support towards the roll-out of the Chesa Nyama Brand in the United States of America; and *The shareholding of Chesa Nyama USA LLP shall be as follows: - Gold Brands: 30%; - Red Hornbill: 40%; and - The White Family Partnership: 30% Cautionary Announcement Shareholders are advised, that this MOU is subject to the finalisation of detailed agreements, which if successfully concluded may have a material effect on the price of the Company's securities. Accordingly shareholders are advised to exercise caution in dealing in the Company's securities until a full announcement is made. Johannesburg 24 February 2016 Corporate and Designated Adviser River Group Date: 24/02/2016 07:05:00 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.