VISUAL INTERNATIONAL HOLDINGS LIMITED - Notification of 1st drawdown in relation to the funding ag btwn Visual and Milost Global Inc and clarification ann

Notification of 1st drawdown in relation to the funding ag btwn Visual and Milost Global Inc and clarification ann

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company” or “Visual”)
ISIN Code: ZAE000187407       Share code: VIS

NOTIFICATION OF FIRST DRAW DOWN IN RELATION TO THE FUNDING AGREEMENT BETWEEN VISUAL
           AND MILOST GLOBAL INC (“MILOST”) AND CLARIFICATION ANNOUNCEMENT


Shareholders are reminded that the Company has signed a funding agreement with Milost for equity
and debt funding as announced on 15 September 2017. Following the lifting of the suspension in
trade of Visual’s securities, shareholders are advised that the first draw down notice for R1.5m has
been issued to Milost and, in accordance with the agreement, the funds will be received by no later
than 10 business days from the date of the draw down notice.

The issue price for the first draw down is 16.5 cents and is at a 50% premium to the 5-day volume-
weighted average price (“VWAP”), which was determined at 11 cents. The drawn down costs of
R75 000 will be settled at the VWAP of 11 cents per share. The shares will be issued under the
Company’s general authority to issue shares for cash. Milost has agreed that their legal costs, which
are payable in cash, can be settled in equal portions from the first two equity drawn downs.

Shareholders are reminded that, based on the Company’s share trading price, a mechanism exists
for a defrayment amount to be settled through the issue of Visual shares. This will also be settled
under the Company’s general authority to issue shares for cash. The above share issues and
defrayment expenses cannot fall below the limits set by the general authority. Furthermore, in the
event that Milost becomes a related party, the issue of shares may require shareholder approval.

The company will be able to draw down on the debt facilities once the shareholding of Milost has
reached 15% of the issued shares. For clarification purposes, the debt facilities will have a conversion
option at 200% of the 5 day VWAP on date of draw down, which conversion option must be
approved by Visual shareholders in general meeting. This approval will be sought after Visual has
started drawing down on the convertible debt funding facility.

The funding from the first drawn down will be used for Visual’s working capital. Shareholders will be
advised when the company receives the draw down funding from time to time.

Visual looks forward to a long and productive relationship with Milost.

Johannesburg
3 November 2017

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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