Cautionary Announcement Oakbay Resources and Energy Limited (Incorporated in the Republic of South Africa) Registration number: 2009/021537/06 Share code: ORL ISIN: ZAE000196085 (“Company” or “Oakbay Resources”) CAUTIONARY ANNOUNCEMENT Shareholders are referred to the announcements published on SENS on 12 May 2017, 05 June 2017 and 13 June 2017, where the Company advised shareholders of the resignation of the independent non-executive director and audit committee chairman, the resignation of the Sponsor and the resignation of the Transfer Secretary. With reference to the above, the Company would like to make shareholders aware that; the Sponsor and the Transfer Secretary are mandatory appointments pursuant to the provisions of the JSE Listings Requirements and play an integral part in the JSE’s regulatory and supervisory structure; the resignation of the independent non-executive director may have compromised the composition of various board committees, being (i) the audit and risk committees. (ii) the social, ethics and remuneration committee and the nomination committee pursuant to the provisions of the Companies Act No. 71 of 2008 and the Listings Requirements; and it may further lead to the Company not having a functioning audit committee in future if a replacement is not appointed in due course. Shareholders are further advised that, as a result of the above, the Company has also received notice that the JSE is considering suspending the trading in the Company’s shares pursuant to the Listings Requirements and the Financial Markets Act. Shareholders are therefore advised that the Company is considering various alternatives available to it and accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made. Johannesburg 22 June 2017 Sponsor River Group Date: 22/06/2017 10:18:00 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.