Small Related Party Transaction AFRICAN DAWN CAPITAL LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1998/020520/06) Share code: ADW ISIN: ZAE000223194 (“Afdawn” or “the Company”) SMALL RELATED PARTY TRANSACTION 1. INTRODUCTION Shareholders are advised that on 31 May 2019, the Company and its wholly-owned subsidiary African Dawn Property Transfer 2 Proprietary Limited (“PTF 2”), entered into an agreement (“Agreement”) with Willem Jakobus Groenewald (“WJ Groenewald”), a director of and related party to the Company, Makalu Capital Proprietary Limited (“Makulu Capital”), an associate of WJ Groenewald and Graham Brian Hope (“G Hope”), a director of and related party to the Company (together the “Grantors”), in terms of which the Grantors grant PTF 2 an irrevocable put option (“Put Option”) to sell certain claims and/or rights of action of whatsoever nature, owned by PTF 2 against certain creditors, including PTF 2’s entitlement to any securities furnished in connection with such claims (“Option Claims”) for an option claims consideration equal to the aggregate carry value of the Option Claims as at 28 February 2019, being R2 106 119 (“Option Claims Consideration”). The Put Option may be exercised at the discretion of PTF 2 within a period of 120 calendar days from the date of signature of the Agreement. As at the date of this announcement, PTF 2 has not exercised the Put Option. 2. RATIONALE FOR THE EXERCISE OF THE PUT OPTION The exercise of the Put Option will further reduce uncertainties arising from collecting the Option Claims for the Afdawn group of companies (“Group”), reduce the exposure of the Company to the loans owed by the Company to the Grantors and further clean up the Statement of Financial Position of the Group. This should enhance the Group’s ability to attract further future funding for new revenue opportunities. 3. OPTION CLAIMS CONSIDERATION Should PTF 2 receive any payments in respect of the Option Claims before PTF 2 exercised the Put Option (“Interim Payments”), the Option Claims Consideration shall reduce by an amount equal to such Interim Payments. The Option Claims Consideration will be set off against the outstanding balances of each of the loans owed by the Company to each of the Grantors. 4. CONDITIONS PRECEDENT The Put Option is not subject to any conditions precedent. 5. OPTION EXERCISE DATE The Put Option may be exercised within 120 calendar days from the date of signature of the Agreement, failing which the Put Option will automatically lapse. 6. FINANCIAL INFORMATION The value of the Option Claims as at 28 February 2019 , being the date of the last consolidated audited annual financial statements, was R2 106 119. No income was generated from the Option Claims for the period ended 28 February 2019, based on the consolidated audited annual financial statements of Afdawn for the year ending 28 February 2019, which were prepared in terms of IFRS. 7. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT The Agreement contains warranties by the Company and PTF 2 in favour of the Grantors which are standard for a transaction of this nature. 8. CLASSIFICATION OF THE DISPOSAL In terms of the JSE Limited Listings Requirements, Makulu Capital is an associate of WJ Groenewald by virtue of the fact that WJ Groenewald is the sole shareholder and director of Makulu Capital and WJ Groenewald and G Hope are “related parties” of the Company by virtue of the fact that they are directors of the Company. The Put Option will be classified on the date on which the Put Option is exercised by PTF 2. 3 June 2019 Designated Adviser PSG Capital Date: 03/06/2019 01:20:00 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.