Acquisition of a Viable Asset and Renewal of the Cautionary Announcement HULISANI LIMITED Incorporated in the Republic of South Africa (Registration number: 2015/363903/06) Share code: HUL ISIN: ZAE000212072 (“Hulisani” or “the Company”) ACQUISITION OF A VIABLE ASSET AND RENEWAL OF THE CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Hulisani is pleased to announce that it has entered into a share subscription and share repurchase agreement with Red Cape Investments Proprietary Limited (“Red Cap”) and Eurocape Renewables Proprietary Limited (“Eurocape”) (“the Agreement”) and their respective shareholders whereby Hulisani will acquire the entire issued share capital of Red Cap and Eurocape (“the Acquisition”). The shareholders of Red Cap are Tzing Investments Proprietary Limited, Kerligyn Proprietary Limited and Lance Blaine. The shareholders of Eurocape are the Kasouga Trust, the Gerard Latouf Family Trust and Leadwood Capital Proprietary Limited. The effective date of the Acquisition will be the date on which the conditions precedent to the Agreement have been fulfilled or waived (“Effective Date”). 2. RATIONALE FOR THE ACQUISITION Hulisani was established to pursue the acquisition of, and investment in, companies focused on, and operating in, the energy sector and which evidence good potential for growth. The Kouga Wind Farm is a round 1, 80 megawatt Renewable Energy Independent Power Producer Procurement Project and was constructed under a turnkey Engineering, Procurement and Construction contract with the European OEM Nordex. The wind farm reached Commercial Operation Date on the 17th of March 2015 and has a 20 year agreement to supply electricity to Eskom (“the Kouga Project”). By entering into the Acquisition, Hulisani will be taking its first step in fulfilling this vision. 3. INFORMATION ON RED CAP Red Cap is a holding company, with its primary asset being a 5.46% shareholding in the Kouga Wind Farm located in the Kouga region of the Eastern Cape. 4. INFORMATION ON EUROCAPE EurpoCape is a holding company, with its primary asset being a 1.21% shareholding the Kouga Project. 5. SALIENT TERMS OF THE AGREEMENT 5.1 In terms of the Agreement, Hulisani will subscribe for 400 ordinary shares in Red Cap for a subscription consideration of R118 949 033 and for 100 ordinary shares in Eurocape for a subscription consideration of R26 312 968 (“the Subscriptions”). Subsequent to the Subscriptions, both Red Cap and Eurocape will repurchase all shares issued to their existing shareholders for R118 949 033 and R26 312 968 respectively (“the Repurchases”). The effect of the Subscriptions and Repurchases is that Hulisani will hold 100% of the shares in both Red Cap and Eurocape. 5.2 The Acquisition will be subject to the fulfilment or waiver of the following conditions precedent by no later than 2 February 2017: 5.2.1 a resolution passed by the majority of the disinterested directors of Hulisani approving the Acquisition, as required in terms of the Listings Requirements of the JSE Limited (“JSE”) and the Hulisani MOI; 5.2.2 the approval of the Acquisition by Hulisani shareholders in terms of the Listings Requirements of the JSE; and 5.2.3 all other regulatory approvals as may be required to implement the Acquisition; and 5.2.4 other conditions precedent that are customary to a transaction of this nature. 5.3 Red Cap and Eurocape have provided warrantees that they shall have no liabilities or assets other than the shares in the Kouga Project on the Effective Date. Hulisani, Red Cap and Eurocape have provided additional warranties that are standard for a transaction of this nature. 6. CATEGORISATION The Acquisition qualifies as a Category 2 acquisition in terms of the JSE Listings Requirements. As the Acquisition will be classified as the Company’s Viable Asset Acquisition, a circular, setting out full details of the Acquisition, will be distributed to Hulisani shareholders within 60 days of the date of this announcement. Post the successful conclusion of the Acquisition, the JSE will no longer classify Hulisani as a SPAC and subject to the approval of the JSE, the Company will be listed on the Main Board as an investment entity. 7. RENEWAL OF CAUTIONARY ANNOUNCEMENT Until such time as all the information required in terms of the Listings Requirements have been disclosed, shareholders are advised to continue to exercise caution when dealing in the Company’s securities until a further announcement is made. Johannesburg 27 September 2016 Sponsor and Corporate Advisor: PSG Capital Proprietary Limited Date: 27/09/2016 12:15:00 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.