Disposal of Interest in SME Snapshot Proprietary Limited AFRICAN DAWN CAPITAL LIMITED Incorporated in the Republic of South Africa (Registration number: 1998/020520/06) Share code: ADW ISIN Code: ZAE000060703 (“Afdawn” or “the Company”) DISPOSAL OF INTEREST IN SME SNAPSHOT PROPRIETARY LIMITED 1. INRODUCTION 1.1 Shareholders of Afdawn are referred to the announcement released by the Company on SENS on 28 August 2017 relating to the acquisition by YueDiligence Proprietary Limited, a wholly owned subsidiary of the Company (“YueDiligence”) of 100% of the issued share capital of and shareholder loan claim of R350 000 against SME Snapshot Proprietary Limited (“SME Snapshot”) (together the “SME Snapshot Equity”) from Phezulu Group Close Corporation (“Seller”) for a purchase consideration of R350 000 (“Purchase Consideration”) (the “Transaction”). 1.2 The Purchase Consideration was settled by the issue of 18 ordinary shares in YueDiligence (“YueDiligence Shares”) to the Seller which constitutes 15% of the issued share capital of YueDiligence after such issue. 1.3 Shareholders are hereby advised that on 22 May 2018, the Company and YueDiligence entered into a further sale and settlement agreement (“Agreement”) with SME Snapshot, the Seller and Tyronne Clinton Nel, in terms of which the parties agree to unwind the Transaction through the disposal by the Seller of the YueDiligence Shares to YueDiligence and the disposal by YueDiligence of the SME Snapshot Equity to the Seller (“Disposal”). 2. RATIONALE FOR THE DISPOSAL As a result of the Disposal, YueDiligence will not be required to develop and roll out the product offerings of SME Snapshot. The Disposal will enable YueDiligence to focus solely on the roll out of its interactive web-based Gap Analysis Tool as a product offering to entrepreneurs, funders and consultants to assist them to identify growth gaps and help create sustainable entities that will attract funding for growth. 3. THE BUSINESS OF SME SNAPSHOT SME Snapshot is in the business of developing interactive web-based dashboards that provide entrepreneurs, investors and service providers with access to real time business, financial and benchmarking analytics. 4. PURCHASE CONSIDERATION 4.1 In consideration for the YueDiligence Shares, YueDiligence shall sell, cede and transfer the SME Snapshot Equity to the Seller. 4.2 The agreed deemed value of the YueDiligence Shares is equivalent to the agreed deemed aggregate value of the SME Snapshot Equity, being R350 000. 4.3 The YueDiligence Shares shall be cancelled once transferred to YueDiligence. 5. CONDITIONS PRECEDENT The Disposal is not subject to any outstanding conditions precedent. 6. EFFECTIVE DATE OF THE DISPOSAL The contractual effective date of the Disposal is 1 March 2018. 7. FINANCIAL INFORMATION 7.1 The value of SME Snapshot’s negative net assets as at 28 February 2017, being the date of its last annual financial statements, amounts to R12 243. 7.2 The loss after tax attributable to SME Snapshot for its financial year ended 28 February 2017 was R12 243, as per its annual financial statements for the year ended 28 February 2017. 7.3 The annual financial statements of SME Snapshot were not audited but have been approved by the directors of SME Snapshot. Afdawn is satisfied with the quality of the annual financial statements of SME Snapshot, however, shareholders are warned that they are unaudited management accounts. 8. CATEGORISATION The Disposal qualifies as a category 2 transaction for Afdawn in terms of the JSE Listings Requirements. Johannesburg 22 May 2017 Designated Advisor PSG Capital Proprietary Limited Date: 22/05/2018 05:00:00 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.