Sale of the Fabz Garden Hotel & Conference Centre and Sanrock Resort & Conference Centre Gooderson Leisure Corporation Limited (Incorporated in the Republic of South Africa) (Registration number 1972/004241/06) JSE Share Code: GDN ISIN: ZAE000084984 (“Gooderson” or “the company”) Sale of the Fabz Garden Hotel & Conference Centre and Sanrock Resort & Conference Centre 1. INTRODUCTION On 16 May 2016 Alawill Inv (Pty) Ltd (“Alawill”), a wholly owned subsidiary of Gooderson (“the Seller”), has entered into an agreement for the sale as a going concern, of the Gooderson Fabz Garden Hotel & Conference Centre (“Fabz Garden Hotel”) and Gooderson Sanrock Resort & Conference Centre (“Sanrock Resort”)(collectively “the properties”) to Zephan Properties (Pty) Ltd (“the purchaser”), subject to the terms and conditions described below (“the sale”). 2. RATIONALE FOR THE SALE OF FABZ GARDEN HOTEL AND SANROCK RESORT The resorts do not fit into the current business strategy of Gooderson. 3. DESCRIPTION OF FABZ GARDEN HOTEL Fabz Garden Hotel & Conference Centre is situated in Lonehill, Johannesburg and is in close proximity to Sandton. The 1.7208 hectares property hosts a 25 bedroom hotel with a restaurant and conference facilities with a capacity to host a total of approximately 200 delegates.. 4. DESCRIPTION OF SANROCK RESORT The SanRock resort is situated on Portion 77 of the Farm Rietspruit 412 Registration Division KR Limpopo, 160km from Johannesburg in the Waterberg and is situated 5km outside Modimolle (Nylstroom) in the Limpopo Province. The hotel consists of 30 twin rooms and 4 executive suites, 18 self-catering chalets which are fully furnished and equipped with a kitchenette, open plan lounge and dining room area and an en-suite bathroom and five conference rooms which can accommodate groups of 15 to 400 delegates. 5. TERMS AND CONDITIONS OF THE SALE 5.1. On 16 May 2016 Gooderson entered into an agreement with the purchaser to sell the Fabz Garden Hotel for R22,000,000 excluding Vat and Sanrock Resort for R8,000,000 excluding Vat subject to the following conditions precedent: 5.2 The purchase price is payable as follows: 5.2.1 R2,000,000 payable within 7 days of signing this agreement. 5.2.2 R2,000,000 payable on 1 August 2016. 5.2.3 R1,000,000 monthly instalments are payable from 1 September 2016 to 1 May 2017. 5.2.4 The balance of R17,000,000 will be payable on 1 June 2017 (“the effective date”). 5.2.5 The instalment payments referred to above are interest free and all non-refundable payments. 5.3 The Purchaser of the properties shall be entitled to take occupation of the properties, subject to the fulfilment of the suspensive condition, the Seller shall give and the Purchaser shall take occupation of the Properties on 1 August 2016. 5.4 Occupation of the Properties shall be vacant. 5.5 The Purchaser shall further be responsible for the payment of all utility bills from date of occupation. The Seller shall be responsible for the rates and taxes until date of transfer. 5.6 The Purchaser shall not be entitled to make any alterations or additions to the Properties prior to Effective Date, without the prior written consent of the Seller, which consent shall not unreasonable be withheld. 6. PROFITS AND NET ASSET VALUE ATTRIBUTABLE TO THE PROPERTY The Net Asset Value of the Fabz Garden Hotel property as at 28 February 2015 was R23 million and the loss generated by the Property was R2 million. The Net Asset Value of Sanrock Resort as at 28 February 2015 was R 8.8 million and the loss generated by the Property was R1 million. 7. CATEGORISATION OF THE SALE The sale is categorised, in terms of the JSE Listings Requirements, as a Category 2 transaction and does not require shareholders’ approval. 8. FURTHER ANNOUNCEMENT Shareholders will be notified once all the conditions precedent have been met. 18 May 2016 Durban Designated Adviser Exchange Sponsors Date: 18/05/2016 11:40:00 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.