Update and consumation of the acquisition of Ukusekela Nutritional Holdings Limited (Registration number: 2004/002282/06) (Incorporated in the Republic of South Africa) (Share Code: NUT ISIN Code: ZAE000156485) (“Nutritional Holdings” or “the Company”) UPDATE AND CONSUMATION OF ACQUISITION OF UKUSEKELA 1. INTRODUCTION Shareholders are referred to the various announcements regarding Nutritional Holdings entering into an agreement with The Wellness Trust 29 (“the Trust”) to acquire a 100% shareholding in Ukusekela Holdings (Pty) Ltd (“Ukusekela”) for a total consideration of R140 million payable by a combination of cash and the issue of Nutritional Holdings shares at 4.5 cents per share (“the Transaction”). Due to Covid-19 delays there have been non-fulfilment of certain of the conditions precedent and the Transaction has lapsed. On 29 September 2020, Nutritional Holdings entered into a new agreement with The Wellness Trust 29 to acquire a 100% shareholding in Ukusekela Holdings for a total consideration of R65 000 000,00 (Sixty Five Million Rand) payable by a combination of cash and the issue of Nutritional Holdings shares at 1.5 cents per share (“the New Transaction”). 2. BACKGROUND AND RATIONALE FOR THE TRANSACTION The Wellness Trust 29 currently holds 100% of Ukusekela Holding’s shareholding. Ukusekela Holdings holds various licenses in Lesotho, Zimbabwe and Swaziland for the cultivation, harvesting, manufacturing, distribution, importing and exporting of cannabis as well as a research laboratory in South Africa. Ukusekela holds an offtake agreement with one of the largest cannabis pharmaceutical companies based in Europe which has a license to distribute CBD Oils and infused products in more than 15 countries. 3. NEW TRANSACTION CONSIDERATION The purchase consideration will be R65 000 000,00 (Sixty Five Million Rand) payable by a combination of cash and the issue of Nutritional Holdings shares at 1.5 cents per share payable as follows: • 2 000 000 000 (Two Billion) shares will be issued to Ukusekela Holdings at 1.5 cents per share which equates to R30 000 000,00 (Thirty Million Rand); and • R35 000 000,00 (Thirty Five Million Rand) in cash payable by means of a loan from Ukusekela Holdings. The loan will be repayable to Ukusekela Holdings upon reaching a profit after tax of R30 000 000,00 (Thirty Million Rand) per annum over two years for a total profit warranty of R60 000 000,00 (Sixty Million Rand) by the financial year ended 2022. The first payment of the loan will be on 28 February 2021 and the second payment on 28 February 2022. There will be no interest payable by Nutritional Holdings to Ukusekela Holdings for the balance outstanding. 4. CONDITIONS PRECEDENT All conditions precedent have been fulfilled. 5. EFFECTIVE DATE The effective date of the New Transaction is 1 October 2020, or any other date agreed to by the parties. 6. FINANCIAL INFORMATION OF THE TRANSACTION The net value of the assets attributable to the New Transaction was circa R56 000 000,00 (Fifty Six Million Rand) as at the 29 February 2020. The profits attributable to the net assets that are the subject of the New Transaction, was circa R10 600 000,00 (Ten Million Six Hundred Thousand) for the year ended 29 February 2020. This financial information is based on unaudited management accounts. 7. CATEGORISATION In terms of the JSE Listings Requirements, the New Transaction constitutes a Category 2 transaction and therefore Nutritional Holdings’ shareholder approval is not required . 7 October 2020 Designated Advisor to Nutritional Holdings Exchange Sponsors Date: 07-10-2020 12:40:00 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.