Acquisition Of Interest In SME Snapshot Proprietary Limited African Dawn Capital Limited Incorporated in the Republic of South Africa (Registration Number: 1998/020520/06) JSE share code: ADW ISIN: ZAE000223194 (“Afdawn”) ACQUISITION OF INTEREST IN SME SNAPSHOT PROPRIETARY LIMITED 1. THE ACQUISITION Shareholders are hereby advised that Yuediligence Proprietary Limited (“Company”), a wholly owned subsidiary of Afdawn has entered into an agreement, in terms of which the Company will acquire 100% of the issued share capital (“Sale Shares”) of and shareholder loan claim of R350 000 (“Sale Claims”) against SME Snapshot Proprietary Limited (“SME Snapshot”) from Phezulu Group Close Corporation (“Seller”)(“Agreement”), on the salient terms and conditions set out in the below (“Acquisition”). 2. RATIONALE FOR THE ACQUISITION The ultimate strategy of the Company is to build a diversified FinTech analytics platform business. The intergration of its business and products with SME Snapshot will a be the first step to achieve this goal. 3. EFFECTIVE DATE The Acquisition became effective on 16 August 2017 (“Effective Date”). 4. PURCHASE CONSIDERATION 4.1. The total purchase consideration payable by the Company for the Sale Shares and Sales Claims is an amount of R350 000 (“Initial Purchase Consideration”). 4.2. The Initial Purchase Consideration will be settled by the issue of 18 ordinary shares in the Company which shall constitute 15% of the issued share capital of the Company after issue. 4.3. To the extent that SME Snapshot achieve a turnover of R500 000 within 18 months of the Effective Date the Initial Purchase Consideration will be increased with an additional R250 000.00 (“Adjusted Purchase Consideration”). 4.4. The Adjusted Purchase Consideration will be settled by the issue of 23 ordinary shares in the Company which shall constitute an additional 14% of the entire share capital of the Company after issue. 5. CONDITIONS PRECEDENT The Acquisition is not subject to any outstanding conditions precedent. 6. FINANCIAL INFORMATION The value of SME Snapshot’s negative net assets amounts to R12 243, while the attributable loss after tax amounts to R12 243 for SME Snapshot’s most recent financial year ended 28 February 2017 . 7. OTHER RELEVANT INFORMATION The Seller has provided warranties to the Company that are standard for a transaction of this nature. 8. CATEGORISATION The Acquisition qualifies as a category 2 transaction for Afdawn in terms of the JSE Listings Requirements. Johannesburg 28 August 2017 Corporate Adviser and Sponsor PSG Capital Date: 28/08/2017 02:55:00 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.