Update on Offer, Agreement to Settle Former Auditors, Halt in Liquidation Proceedings and Renewal of Cautionary PEMBURY LIFESTYLE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2013/205899/06) (“PL Group” or “the Company”) ISIN Code: ZAE000222949 JSE Code: PEM UPDATE ON OFFER TO SUBSCRIBE FOR SHARES BY VERITYHURST PROPRIETARY LIMITED (“VERITYHURST”), CONCLUSION OF AGREEMENT TO SETTLE THE FORMER AUDITORS AND HALT IN LIQUIDATION PROCEEDINGS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT Verityhurst Shareholders are referred to the announcement released on SENS on 30 July 2020 wherein they were advised, inter alia, that the board of directors of the Company (“Board”) had accepted an offer from Verityhurst (“Offer”) to enter into a loan and share subscription agreement (“Share Subscription Agreement”) in terms of which Verityhurst has agreed to subscribe for 180 000 000 ordinary PL Group shares (“Subscription Shares”) for cash at a subscription price of 10.5 (ten point five) cents per share (“Subscription Price”) for a total consideration of R18 900 000 (“Share Subscription”), subject to certain suspensive conditions, namely: - the signature of a Subscription Agreement on or before 31 July 2020; - the immediate disposal of the PLG Retirement Villages subsidiary at R1.00 to Mr AR McLachlan, his nominee or a third party, which is currently reflected in the PL Group results as discontinuing operations, is incurring monthly losses and has liabilities in excess of R20 million; - the listing of the Subscription Shares on the JSE Limited (“JSE”) within five business days of the lifting of the suspension of trading in the Company’s shares; and - the restructure of the Board. On Friday, 31 July 2020, it was agreed that the date for the conclusion of the Subscription Agreement and disposal of PLG Retirement Villages be extended and the parties have mutually agreed to extend the date to 7 August 2020 to allow for the appropriate review and finalisation of the relevant agreements. A draft subscription agreement has already been circulated to and commented on by the Board. The draft disposal agreement is also in the process of being drafted. Notwithstanding the above, Verityhurst has already commenced with the advance of funds to the Company on Friday, 31 July 2020. Halt in application for liquidation by former auditors and Renewal of Cautionary Announcement Further to the ‘Receipt of Application for Provisional Liquidation and Cautionary Announcement’ released on SENS on 14 February 2020 regarding the liquidation applications served on the Company by Moore Stephens Inc, PL Group’s former auditors, and the subsequent renewal of cautionary announcements, the last of which was dated 26 June 2020, shareholders are advised that Verityhurst has entered into an agreement for the acquisition of the claims from the former auditors, and that the first payment in terms thereof has been made by Verityhurst. The agreement provides for the initial halting of the legal proceedings and the withdrawal of the legal proceedings on receipt of the final payment. It also provides for the former auditors to allow the incoming auditors access to the working papers in order to verify opening balances, which was a stumbling block for the new auditors. Furthermore, an arrangement is being made for the new auditors to recommence with finalising the audit for the year ended 31 December 2019. The aim is to have the audited results and Annual Report finalised in early September 2020. Thereafter, application will be made to the JSE for the lifting of the suspension of trade in the Company’s securities. Shareholders are advised to continue exercising caution when dealing in the Company’s securities until a further announcement is made. The cautionary announcement published on 29 July 2020 remains in place. By order of the Board Johannesburg 6 August 2020 Designated Advisor Corporate Advisor to Verityhurst Merchantec Capital AcaciaCap Advisors Date: 06-08-2020 12:55:00 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.