Disposal of Muldersdrift Quarry and withdrawal of cautionary announcement W G WEARNE LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1994/005983/06) (Share Code: WEA ISIN Code: ZAE000078002) (“Wearne” or “the Company” or “the Group’’) DISPOSAL OF MULDERSDRIFT QUARRY AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION 1.1. With reference to the cautionary announcement dated 21 January 2019, shareholders are informed that Wearne has, on 29 January 2019, entered into term sheet with Furness Investments (Pty) Limited (“Furness Investments”) and AGW Trading (Pty) Limited (“AGW”) (collectively “the Purchasers”) to dispose of the property and certain assets of the Muldersdrift Quarry to the Purchasers, subject to certain conditions precedent referred to below (“The Transaction”). 1.2. The Purchasers requested a period of exclusivity to complete a due diligence and negotiations and to sign the formal agreements. 2. NATURE OF THE BUSINESS OF MULDERSDRIFT QUARRY The Muldersdrift Quarry is a granite quarry located in Muldersdrift near Krugersdorp that produces normal aggregates for the road and normal building industry. The Muldersdrift Quarry also produces building and river sand. 3. RATIONALE FOR THE TRANSACTION As previously announced, Wearne has developed and is implementing a restructure plan to sell off non-core assets to improve its liquidity and solvency. The Muldersdrift Quarry has been identified as a non-core asset. 4. SALIENT TERMS AND CONDITIONS OF THE TRANSACTION 4.1 Consideration The Purchasers offered to purchase the Muldersdift Quarry as follows: 4.1.1 Furness Investments will purchase the Muldersdrift Quarry properties measuring 146 hectares in total for R 35.5 million payable on transfer of the properties; 4.1.2 AGW will purchase the Muldersdrift Quarry assets, business and mining right for R 18 million, payable R 16 million on transfer of business and R 2 million on transfer of the mining right. AGW will also take over the rehabilitation liability of the Muldersdrift Quarry. 4.2 Conditions precedent The offer is subject to the following suspensive conditions: 4.2.1 Execution of formal agreements between Wearne and the Purchasers; 4.2.2 Finance being approved by a financial institution for the Purchasers to fund the acquisition of the Muldersdrift Quarry; 4.2.3 Approval by the necessary regulatory authorities, including the JSE Limited and Competition Commission to the extent required; and 4.2.4 Approval by the Board and the shareholders of Wearne. 5. USE OF PROCEEDS The Transaction proceeds will be used for repayment of debt and to improve the liquidity position of the Group. 6. FINANCIAL INFORMATION FOR THE TRANSACTION The net value of the assets attributable to the Transaction was approximately R 70 million as at the year ended 28 February 2018. The loss attributable to the net assets that are the subject of the Transaction, was R 7 million for the year ended 28 February 2018. 7. CATEGORISATION OF THE TRANSACTION The Company is currently in discussions with the JSE regarding the categorisation of the Transaction, given the suspension of its shares. Once the categorisation of the Transaction has been determined, shareholders will be notified thereof. 8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that caution is no longer required to be exercised by shareholders when dealing in the company’s securities. Randfontein 30 January 2019 Designated adviser Exchange Sponsors Date: 30/01/2019 09:12:00 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.