Disposal Of Interest In Knife Capital Proprietary Limited And Withdrawal Of Cautionary Announcement African Dawn Capital Limited Incorporated in the Republic of South Africa (Registration Number: 1998/020520/06) JSE share code: ADW ISIN: ZAE000223194 (“Afdawn”) DISPOSAL OF INTEREST IN KNIFE CAPITAL PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. THE DISPOSAL Shareholders are hereby advised that Afdawn has entered into an agreement with Evitavonni International SA (“Purchaser”)(“Agreement”), in terms of which, if successfully implemented, Afdawn will dispose of 100% of the issued share capital (“Sale Shares”) of Knife Capital Proprietary Limited (“Knife Capital”), on the salient terms and conditions set out in the below(“Disposal”). 2. RATIONALE FOR THE DISPOSAL Afdawn’s strategy is to be an active investment holding company while the key underlying strategy of Knife is to be a venture capital fund manager. Afdawn’s strategy is to invest directly in operational businesses. After the disposal Afdawn will still have investment rights via 50% shareholding in Grindstone. Knife will manage Grindstone in terms of a service level agreement. The Knife Gap Analysis tool was productized and assigned to YueDiligence. YueDiligence has appointed a CEO, Tyronne Nel, to build Yuediligence into a diversified FinTech analytics platform business and to raise it’s profile. 3. EFFECTIVE DATE The Disposal will become effective on 1 September 2017 (“Effective Date”). 4. PURCHASE CONSIDERATION The total purchase consideration payable by the Purchaser for the Sale Shares is an amount of R3 625 000, payable in cash on the Effective Date. 5. CONDITIONS PRECEDENT 5.1. The Disposal is subject to the fulfilment or, where applicable, waiver, of various conditions precedent (“Conditions Precedent”), as summarised below: 5.1.1. certain related transactions (“Related Transactions”) are concluded and become unconditional according to their respective terms; 5.1.2. to the extent necessary, the shareholders and the board of directors of Afdawn, Knife Capital and the Purchaser have approved the entering into of the Agreement and to the extent necessary, the Related Transactions agreements; 5.1.3. SARB approval has been obtained, to the extent required; and 5.1.4. Knife Capital has entered into an agreement with Afdawn in terms of which certain inter-company claims will be repaid by Knife Capital to Afdawn. 5.2. The Conditions Precedent may be waived if agreed to by Afdawn and the Purchaser. 6. FINANCIAL INFORMATION 6.1. The value of Knife Capital’s net assets amounts to R454 723, while the attributable loss after tax amounts to R1 392 065 according to Knife Capital’s most recent financial year ended 28 February 2017. 6.2. The proceeds from the Disposal will be applied primarily towards the intended settlement of the longstanding claim by the South African Revenue Service against the the Company, which we hope to settle in the near future. 7. OTHER RELEVANT INFORMATION 7.1. Afdawn has provided warranties to the Purchaser that are standard for a transaction of this nature. 7.2. In terms of the Related Transactions, prior to the implementation of the Disposal: 7.2.1. Knife Capital will transfer its entire shareholding in YueDiligence Proprietary Limited to Afdawn – this amounts to an internal restructuring prior to the implementation of the Disposal; 7.2.2. Knife Capital will transfer 50% of the entire shareholding in Grindstone Accelerator Proprietary Limited (“Grindstone”) to Afdawn – this amounts to an internal restructuring prior to the implementation of the Disposal; and 7.2.3. Knife Capital will assign all of its rights, title and interests in certain intellectual property (“IP”) to Grinstone – this wil allow Afdawn to enjoy the benefit of 50% of the IP post the implementation of the Disposal. 8. CATEGORISATION The Disposal qualifies as a category 2 transaction for Afdawn in terms of the JSE Listings Requirements. 9. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the cautionary announcement dated 14 July 2017. Shareholders are hereby advised that as the negotiations were successfully concluded, accordingly, caution is no longer required to be exercised by shareholders when dealing in the Company’s securities. Johannesburg 25 August 2017 Corporate Adviser and Sponsor PSG Capital Date: 25/08/2017 11:45:00 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.