The acquisition of Milpark Education Proprietary Limited ("Milpark") and a subsequent asset-for-share transaction Brimstone Investment Corporation Limited (Incorporated in the Republic of South Africa) Registration number 1995/010442/06 Share Code: BRT ISIN: ZAE000015277 Share Code: BRN ISIN: ZAE000015285 (“Brimstone” or “the Company”) VOLUNTARY ANNOUNCEMENT REGARDING THE ACQUISITION OF MILPARK EDUCATION PROPRIETARY LIMITED (“MILPARK”) AND A SUBSEQUENT ASSET-FOR-SHARE TRANSACTION 1. Acquisition of Milpark Shareholders are referred to the announcement released by Brimstone on SENS on 13 October 2017 (the “Initial Announcement”). The Initial Announcement stated, in summary, that Brimstone and Stadio Holdings Limited (“STADIO”), acting through a newly incorporated private company, Milpark Investments SPV Proprietary Limited (“Milpark SPV”), in which Brimstone has an effective interest of 30%, had concluded an agreement to acquire 100% of the issued share capital of MBS Education Investments Proprietary Limited (“MBS Education”) (the “Acquisition”). MBS Education is an investment holding company holding 100% of the issued shares of Milpark. The Acquisition has now become unconditional and was implemented on Monday, 19 March 2018. 2. Asset-for-share transaction Shareholders are further advised that Brimstone has entered into an asset-for-share agreement with STADIO in terms of which Brimstone will sell 17.2% in Milpark SPV to STADIO for approximately R50.9 million (the “Consideration”) in exchange for STADIO ordinary shares (“STADIO Shares”) (the “Transaction”). The Consideration is the cost of Brimstone’s effective 17.2% interest in Milpark SPV. Brimstone will retain a 12.8% interest in Milpark SPV post the Transaction. The Consideration will be settled by STADIO issuing 9,781,273 STADIO Shares to Brimstone at the 30 trading day volume weighted average price of STADIO Shares immediately prior to Tuesday, 20 March 2018 (which was R6.50 per STADIO Share), less a 20% discount, amounting to an issue price of R5.20 per STADIO Share. The STADIO Shares issued to Brimstone in terms of the Transaction, will be subject to a BEE lock-in period of 7 years. The Transaction will continue to entrench the long-term strategic relationship between Brimstone and STADIO, as announced by the parties on 15 September 2017. The Transaction falls below the categorisation thresholds of the JSE Limited Listings Requirements and has been disclosed on a voluntary basis. Shareholders are also referred to the announcement released by STADIO today, setting out additional details of the Transaction. 22 March 2018 Cape Town Investment Bank, Corporate Advisor and Sponsor Nedbank Corporate and Investment Banking Date: 22/03/2018 03:00:00 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.