VISUAL INTERNATIONAL HOLDINGS LIMITED - CAUTIONARY ANNOUNCEMENT SHARE SUBSCRIPTION AND FUNDING FACILITY

CAUTIONARY ANNOUNCEMENT – SHARE SUBSCRIPTION AND FUNDING FACILITY 

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company” or “Visual”)
ISIN Code: ZAE000187407       Share code: VIS


CAUTIONARY ANNOUNCEMENT – SHARE SUBSCRIPTION AND FUNDING FACILITY


Shareholders are referred to the quarterly suspension update released on SENS on 14 September 2026, in which
shareholders were advised that the Company was in the process of raising the funds required to commence the
audit of its annual financial statements for the year ended 28 February 2026, and was actively engaging with
interested parties in this regard.

Shareholders are advised that the Company has entered into a non-binding term sheet with an international
investor namely Tongshang Feizhou (Hainan) International Trade Co., Ltd (the “Investor”), in terms of which the
Investor will provide aggregate funding of R55 million to the Visual group, comprising:

(a)   an equity subscription for 450 000 000 new ordinary shares in the Company in two phases at an issue price
      of 4 cents per share, for a total cash consideration of R18 million, to be issued for cash in terms of the
      Company’s general authority; and
(b)   a R37 million secured development funding facility to a wholly-owned subsidiary of the Company, to fund
      Phase 1 of the Stellendale Retirement development,

(the “Proposed Transaction”).

The Investor is not a related party to Visual and the issue of shares will be at a premium to the 30-day Volume
Weighted Average Share price prior to suspension, which shares were trading between 3 and 4 cents. The JSE is
being consulted for a ruling in terms of the JSE Listings Requirements due to the fact that the shares are currently
suspended. The shares will be issued under the General Authority to issue shares for cash approved by
shareholders at the Annual General Meeting held on 5 September 2025 and will not exceed 35% of the resultant
issued share capital.

Phase 1 equity subscription of R3 000 000 proceeds will be injected via a loan account initially and will be applied,
inter alia, to fund the audit of the annual financial statements for the year ended 28 February 2026, the settlement
of historic creditors and the working capital requirements of the Company, which will enable the Company to
take the steps required for the lifting of the suspension of trading in its shares and to apply for the issue and listing
of the Phase 1 shares.

Phase 2 equity subscription of R15 000 000 will be used to repay the secured funding on the retirement estate
land, progress the various property development projects in Visual (notably Phase 1 of the retirement village), the
transfer of Erf 18362 into Visual and provide further working capital.

The Proposed Transaction remains subject to the conclusion of definitive agreements and the fulfilment of
conditions precedent, including the required board and regulatory approvals. If successfully concluded, the
Proposed Transaction may have a material effect on the price of the Company’s securities. The funding is
arranged and facilitated by Treadway Limited in Hong Kong.
A further announcement containing the full details of the Proposed Transaction, including any additional
information required in terms of the JSE Listings Requirements, will be released on SENS once the definitive
agreements have been concluded. Accordingly, shareholders are advised to exercise caution when dealing in
the Company’s securities until a full announcement is made.

By order of the board
Johannesburg
3 November 2026

Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 03/11/2026 05:07:00
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