Terms announcement regarding the acquisition by Unicorn of Thebe Turnstone Drilling Proprietary Limited Unicorn Capital Partners Limited Incorporated in the Republic of South Africa (Registration number 1992/001973/06) Share code: UCP : ISIN: ZAE000244745 (“Unicorn” or “the Company”) TERMS ANNOUNCEMENT REGARDING THE ACQUISITION BY UNICORN OF THEBE TURNSTONE DRILLING PROPRIETARY LIMITED 1. INTRODUCTION The board of directors of Unicorn (“the Board”) is pleased to advise shareholders that Buenti Drilling Proprietary Limited (“Buenti Drilling”), a wholly owned subsidiary of the Company, has entered into an agreement to acquire the entire issued share capital of, and shareholder loan claims owing by, Thebe Turnstone Drilling Proprietary Limited (“Thebe Turnstone Drilling”) for an aggregate consideration of R21.8 million settled in accordance with paragraph 5 below. (collectively “the Transaction”). 2. OVERVIEW OF THEBE TURNSTONE DRILLING Thebe Turnstone Drilling provides surface and underground drilling solutions and has an operational fleet of 17 surface exploration drill rigs, with various drilling range capacities and 8 underground drill rigs. Of these drill rigs, 14 rigs are currently not deployed on contracts. Thebe Turnstone Drilling has currently two drilling contracts. More than 500 000 meters were drilled throughout South Africa and Namibia since the establishment of the company in 2007. 3. RATIONALE FOR THE TRANSACTION Buenti Drilling forms part of the Geosearch group of companies. Geosearch performs exploration drilling services in South Africa, Botswana and Mozambique to long-standing blue-chip clients. A gradual increase in the number as well as the length of contract tenders being issued for exploration drilling was reported in our June 2018 annual report. The trend continued during the past eight months resulting in Geosearch’s entire drill rig fleet remaining fully contracted. With the current upturn in the exploration industry continuing, we believe that it is the right time to acquire an existing exploration drilling company in South Africa with surplus exploration drilling equipment. This will provide the Geosearch group of companies with the required additional equipment and infrastructure to be deployed on existing operations in Botswana and South Africa. 4. CONDITIONS PRECEDENT The Transaction will be effective from the first business day following the fulfilment of the last condition precedent, which is expected to be fulfilled by no later than 30 April 2019. The conditions precedent include: • Thebe Mineral Resources (“TMR”) being irrevocably and unconditionally released from the Absa Bank Limited suretyship agreement; • Identified clients providing their consent in writing to the: i). change of control; and/or ii). resultant change of black shareholding of the Company, that will result following the implementation of the Transaction; and • Buenti Drilling receiving sufficient evidence of the unconditional release of the sale shares from any security interest created in favour of Rand Merchant Bank for its obligations under the banking facility letter agreement. 5. PURCHASE CONSIDERATION The total purchase consideration in respect of the Transaction is R21.8 million, which shall be apportioned and allocated as follows: • R2.6 million shall be allocated to the shares in Thebe Turnstone Drilling acquired by Buenti Drilling pursuant to the Transaction; and • R19.2 million, which represents the book value of the loan claims on 28 February 2018, shall be allocated to the shareholder loan claims acquired by Buenti Drilling pursuant to the Transaction. The purchase consideration shall be payable by Buenti Drilling to TMR in twenty-four monthly instalments, the first of which shall be due and payable on the month end following the effective date. The purchase consideration shall be adjusted upward or downward (as the case may be), in the event that the difference in the Thebe Turnstone Drilling net working capital amount as at signature date and the effective date is greater than R0.5 million, limited to a maximum upward adjustment of R1 million. The outstanding purchase consideration shall earn interest at a rate of 15% per annum compounded monthly in arrears. 6. FINANCIAL INFORMATION RELATING TO THE TRANSACTION Thebe Turnstone Drilling reported a net loss before tax of R0.6 million, an after tax loss of R5.9 million for the 12 months ended 31 March 2018, and net assets of R3.6 million as at 31 March 2018, being the last financial period end of Thebe Turnstone Drilling. The book value of loan claims as at 31 March 2018 amount to R15 million. The above financial information is based on the audited Annual Financial Statements for the year ended 31 March 2018 of Thebe Turnstone Drilling. These audited Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards. 7. MEMORANDUM OF INCORPORATION OF THEBE TURNSTONE DRILLING In compliance with section 9.16 of the JSE Listings Requirements, Unicorn undertakes to ensure that nothing contained in the memorandum of incorporation of Thebe Turnstone Drilling will frustrate Unicorn in any way from compliance with its obligations in terms of the JSE Listings Requirements or relieve Unicorn from compliance with the JSE Listings Requirements. 8. CATEGORISATION The Transaction is classified as a Category 2 transaction in terms of the JSE Listings Requirements and therefore not subject to approval by shareholders. 9. OTHER TERMS The agreement contains warranties that are usual for a transaction of this nature Johannesburg 15 March 2019 Sponsor and corporate advisor Questco Corporate Advisory Proprietary Limited Date: 15/03/2019 02:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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