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Renewal of Cautionary Announcements
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
Registered as an external company in South Africa
(External registration number 2009/002634/10)
NSX share code: TUC
JSE share code: TTO
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
(“Trustco” or “Company”)
RENEWAL OF CAUTIONARY ANNOUNCEMENTS
1. INTRODUCTION
Shareholders are referred to the renewal of the cautionary announcement dated 9
December 2022 regarding:
• the agreement (“Management Agreement”) entered into between Next Capital Ltd
(“Next”) and Trustco in terms of which Next has been appointed to provide the
management services to Trustco, for which Next shall earn a fee from Trustco for the
provision of such services (“Management Fee”); and
• the cautionary announcement dated 15 November 2022 regarding the term sheet in
terms wherein Trustco Resources (Mauritius) (“Trustco Resources”) a 100% owned
subsidiary of Trustco Resources (Proprietary) Limited and Meya a 65% owned
subsidiary of Trustco Resources, Germinate (SL) Limited (“Germinate”) a 35%
shareholder of Meya and SJSL (“the Parties”) entered into a term sheet in terms of
which SJSL shall subscribe for such number of shares (“Subscription Shares”) in
Meya that it shall have an option to become up to a 70% shareholder in Meya (“the
Transaction”). Subsequently, the parties, together with an international investment
fund entered into discussions to conclude a transaction whereby the parties would
increase their investment (through a combination of third-party funding and
shareholder funding) to fully capitalise the asset.
2. MANAGEMENT AGREEMENT CAUTIONARY RENEWAL
Shareholders are reminded that Trustco obtained irrevocable undertakings from the minority
shareholders to approve the Management Agreement, which was announced on the
previously released cautionary announcement renewal.
Shareholders are advised that as certain of the information as set out in paragraph 11.20 of
the Listings Requirements has not been disseminated, shareholders are accordingly
advised to continue to exercise caution when dealing in Trustco securities until all the
information required to be disseminated as per paragraph 11.20 of the Listings
Requirements has been published on SENS.
3. RESOURCES TRANSACTION CAUTIONARY RENEWAL
Shareholders are advised that it is envisaged that the Definitive Agreements would be
concluded during the first quarter of 2023 or soon thereafter and would remain subject to
relevant due diligence and the necessary board and regulatory approvals.
Trustco believes the Transaction, if successfully concluded, will have a material effect on
the price of the Company’s securities, once the suspension has been lifted.
4. CONCLUSION
Accordingly, Shareholders are advised to exercise caution when dealing in the Company’s
securities until a further announcement regarding the Transaction is made. Any enquiries
can be sent via email to the company secretary at komada@tgh.na.
Windhoek, Namibia,
24 January 2023
Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings
Limited
JSE Sponsor
Vunani Sponsors
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P Galda & Co – New York
Date: 24-01-2023 04:49:00
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