Acquisition of a 50.1% interest in Betcoza Tsogo Sun Gaming Limited Incorporated in the Republic of South Africa (Registration number 1989/002108/06) Share code: TSG ISIN: ZAE000273116 (“Tsogo Sun Gaming” or “the Company”) ACQUISITION OF INTEREST IN BETCOZA 1. INTRODUCTION AND RATIONALE Tsogo Sun Gaming has, through its wholly owned subsidiary, Tsogo Sun Alternative Gaming Investments Proprietary Limited (“Alternative Gaming”), concluded an agreement on 7 August 2020 (“Acquisition Agreement”) with Niveus Investments Limited (“the Vendor”), being a related party, in terms of which Alternative Gaming will acquire the entire issued share capital of, and all of the Vendor’s claims against, Niveus Invest 9 Proprietary Limited and Cherry Moss Trade and Invest 188 Proprietary Limited (“the Sale Equity”), collectively representing a 50.1% interest in the Betcoza online betting platform and indirect interests in retail sports betting licences (“the Acquisition”). The Acquisition represents a strategic opportunity for Tsogo Sun Gaming to enter the online betting space via an existing developing business. 2. NATURE OF BUSINESS The Betcoza business is licensed to operate an online betting platform. The retail sports betting licences operate in Gauteng and Limpopo. 3. SALIENT TERMS OF THE PROPOSED TRANSACTION Alternative Gaming will acquire the Sale Equity for an aggregate cash purchase consideration of R49 million. The purchase consideration will be funded by the Company’s existing facilities. The conditions precedent to which the Acquisition was subject, will have been met upon publication of this announcement, and the Acquisition will thereafter become immediately effective. The Acquisition Agreement contains representations by the Vendor in favour of Alternative Gaming which are standard for a transaction of this nature. 4. FINANCIAL INFORMATION The value of the net assets comprising the 50.1% interest in the Betcoza online betting platform and indirect interests in the retail sports betting licences that are the subject of the Acquisition, is R36.7 million. The loss attributable to the net assets that are the subject of the Acquisition was R3.5 million for the year ended 31 March 2020. The financial information, prepared in terms of International Financial Reporting Standards, is extracted from the unaudited management accounts and the Company is satisfied with the accuracy of the information. 5. CATEGORISATION, SMALL RELATED PARTY CONSIDERATIONS AND INDEPENDENT EXPERT’S REPORT The Acquisition is considered to be a small related party transaction in terms of the JSE Listings Requirements as the Vendor is a wholly owned subsidiary of Hosken Consolidated Investments Limited, the major shareholder of Tsogo Sun Gaming. Small related party transactions are not subject to shareholder approval provided that the issuer has informed the JSE in writing of the details of the proposed transaction and provided the JSE with written confirmation by an independent professional expert acceptable to the JSE that the terms of the proposed transaction with the related party are fair as far as the shareholders of the issuer are concerned. The Company appointed Sizwe Ntsaluba Gobodo - Grant Thornton (“SNG”), an independent professional expert acceptable to the JSE, to provide its directors with an independent professional expert’s opinion regarding the fairness of the Acquisition as required in terms of the JSE Listings Requirements. Written confirmation has been received from SNG, the independent professional expert, that the terms of the Acquisition are fair as far as the shareholders of the Company are concerned (“Fairness Opinion”). The Fairness Opinion will lie for inspection at the Company’s registered office (Palazzo Towers East, Montecasino Boulevard, Fourways, 2055) for a period of 28 days from the date of this announcement. The terms of the Acquisition and Fairness Opinion have been considered and approved by the non-conflicted directors of the Company. FOURWAYS 7 August 2020 Sponsor Investec Bank Limited Date: 07-08-2020 05:05:00 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.