LIVIERO MINING (PTY) LTD: REGISTRATION NUMBER: (2007/026744/07)

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1 Tel: Fax: Unit B5, Clearview Office Park 77 Wilhelmina Avenue, Constantia Kloof, Roodepoort, 1724 PO Box Helderkruin, 1733 LIVIERO MINING (PTY) LTD: REGISTRATION NUMBER: (2007/026744/07) AGENDA OF FIRST MEETING OF CREDITORS AND AFFECTED PERSONS IN TERMS OF SECTION 147(1) OF THE COMPANIES ACT NO. 71 OF 2008 ( THE ACT ) TO BE HELD AT: EDGECOMBE HOUSE, 126 VALLEY ROAD, BLUE HILLS, MIDRAND, GAUTENG ON WEDNESDAY, 18 TH JULY 2018, AT 10H00 AND/OR RUSTIQUE HOTEL, RIVERSIDE ESTATE, R104 (OLD BELFAST RD), MIDDELBURG, MPUMALANGA ON THURSDAY, 19 TH JULY 2018, AT 13H00 AND/OR DURBAN OFFICE CORDOVA CLOSE, BRIARDENE INDUSTRIAL PARK, DURBAN, ON 20 TH JULY 2018, AT 11H00 1. Welcome and apologies; 2. Background; 3. The business rescue process; 4. Prospects of rescuing the company 5. Determination of whether creditors committee should be appointed; 6. General; 7. Closing BDO Business Restructuring (Pty) Ltd Registration number: 2002/025164/07 VAT number: National Executive: S Dansie HN Bhaga-Muljee BJ de Wet MP McGarrigle HCS Lopes Dr FD Schneider ME Stewart (Chief Executive) SM Somaroo R Teixeira IM Scott I Hashim MS Willimott Directors: JF Klopper LDR van der Merwe R Pieters HA Plaatjies National Head of Advisory: HCS Lopes The company's principal place of business is at 22 Wellington Road, Parktown, Johannesburg, where a list of directors' names is available for inspection. BDO Business Restructuring (Pty) Ltd, a South African company, is an affiliated company of BDO South Africa Inc., a South African company, which in turn is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

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6 Tel: Fax: Unit B5, Clearview Office Park 77 Wilhelmina Avenue, Constantia Kloof, Roodepoort, 1724 PO Box Helderkruin, 1733 TO ALL KNOWN CREDITORS AND AFFECTED PERSONS BUSINESS RESCUE PROCEEDINGS: LIVIERO MINING (PTY) LTD ( THE COMPANY ) REGISTRATION NUMBER: 2007/026744/07 Notices to Creditors and Affected Persons in compliance with various provisions of Chapter 6 of the Companies Act No. 71 of 2008 ( the Act ) 1. These notices are addressed to all Affected Persons in compliance with the various provisions of Chapter 6 of the Act. 2. On 04 July 2018 the board of directors of the Company resolved to file for Business Rescue. A copy of the resolution as well as the sworn statement setting out the reasons for the resolution are attached hereto ( Resolution and Sworn Statement ). 3. The Resolution and Sworn Statement referred to above were filed with the Companies and Intellectual Property Commission ( CIPC ) on 05 July A copy of the notice as filed with CIPC is attached hereto ( COR ). 4. Liebenberg Dawid Ryk van der Merwe and Johannes Frederick Klopper have now been appointed by the Company and licensed by CIPC as the Business Rescue Practitioners ( BRPs ) of the Company. 5. In addition, please find attached hereto the following documentation: a. a notice, as contemplated in Section 129 of the Act, informing you of the appointment of the Business Rescue Practitioners for the Company ( COR ); b. the certificates evidencing that the BRPs have been licensed by CIPC ( BR Certificates ); c. a notice convening the first meeting of Creditors and Affected Persons, in terms of Section 147 (1) of the Act ( Notice of 1st meeting ); BDO Business Restructuring (Pty) Ltd Registration number: 2002/025164/07 VAT number: National Executive: S Dansie HN Bhaga-Muljee BJ de Wet MP McGarrigle HCS Lopes Dr FD Schneider ME Stewart (Chief Executive) SM Somaroo R Teixeira IM Scott I Hashim MS Willimott Directors: JF Klopper LDR van der Merwe R Pieters HA Plaatjies National Head of Advisory: HCS Lopes The company's principal place of business is at 22 Wellington Road, Parktown, Johannesburg, where a list of directors' names is available for inspection. BDO Business Restructuring (Pty) Ltd, a South African company, is an affiliated company of BDO South Africa Inc., a South African company, which in turn is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

7 d. an agenda for the above-mentioned meeting in terms of Section 147 (2) (b) of the Act is also attached ( Agenda ). 6. The Act is not prescriptive with regard to the submission of claim documents in support of a claim against the Company, neither as to the format of such a claim, nor the time period for the submission of a claim. 7. Section 147 states that a creditor may lodge a claim at the 1st meeting of Creditors and Affected Persons, clearly indicating that the submission is not mandatory and can as such be submitted to the BRPs at any stage during the business rescue proceedings. 8. For those creditors who wish to lodge a claim either prior to or after the meeting we would propose the following: a. Any claim should at the very least be supported by an affidavit deposed to by an authorised individual; b. The claim document and its supporting documents can be sent to the BRPs electronically at any time for consideration; c. You are welcome to utilise your own format, but for your convenience we attach a concept claim document ( Claim form ). 9. If creditors wish to submit their claim documents for purposes of the convened first meeting on 18 th July 2018, or 19 th July 2018, or 20 th July 2018, please see to it that your claim document is sent to businessrescuejhb@bdo.co.za at least 24 hours before the meeting to give the BRP sufficient time to consider such claims. Yours faithfully LDR VAN DER MERWE BUSINESS RESCUE PRACTITIONER JF KLOPPER BUSINESS RESCUE PRACTITIONER

8 Tel: Fax: Unit B5, Clearview Office Park 77 Wilhelmina Avenue, Constantia Kloof, Roodepoort, 1724 PO Box Helderkruin, 1733 AFFIDAVIT for the proof of any claim other than a claim based on Promissory Note or other Bill of Exchange [Section 44(4)] IN THE MATTER OF LIVIERO MINING (PTY) LTD (Company / Close Corporation) NAME IN FULL OF CREDITOR ADDRESS IN FULL PO BOX NO TEL TOTAL AMOUNT OF CLAIM AMOUNT OF CLAIM IN WORDS I 1 do hereby make oath and say: 1. That I am 2 of 3 2. That I have personal knowledge of the facts hereinafter stated. 3. That 4 LIVIERO MINING (PTY) LTD 4. Which Company/Close Corporation has been placed under Business Rescue, was at the date of Business Rescue, and still is, truly indebted to the Creditor in the sum stated above. 5. For 5 6. That the said debt arose in the manner and at the time set forth in the annexed account, complying with the provisions of Section 44(6) of the Insolvency Act 24 of That no other person besides the Company/Close Corporation is liable (otherwise than as surety) for the said debt or any part thereof. 8. That the Creditor has not, nor any other person, to my knowledge on the Creditors behalf received any security for the said debt or any part thereof, save and except 6 which security I value at. SIGNATURE OF DEPONENT I hereby certify that the Deponent has acknowledged that he/she knows and understands the contents of this Affidavit, which was signed and sworn before me at on this the day of 2018 and that the Regulations contained in Government Gazette Notice No. R1258 of 21 July 1972, as amended, and Government Gazette Notice No. R1648 of 19 August 1977, as amended, having been complied with. Full name and address of Commissioner of Oaths COMMISSIONER OF OATHS 1 Full name. 2 Here state the relation of the deponent to the creditor, as Manager, Director, etc., or strike out if the deponent is the creditor 3 Full name of creditor 4 Name of Company/Close Corporation / Insolvent 5 Type of transaction e.g. goods sold and delivered. 6 Here insert nature, particulars and value of mortgage, pledge or other security (if any).

9 STATEMENT OF ACCOUNT In the case of the claim being in respect of goods sold and delivered on an open account. This statement should be completed in every respect and attached to your claim document. Name of Company/ Close Corporation under Business Rescue Name and Address of Creditor LIVIERO MINING (PTY) LTD Brief Description of goods Supplied DETAILS OF SALES DATE INVOICE NO AMOUNT Monthly Totals (NOT PROGRESSIVE) TOTAL DEBITS "A" DETAILS OF PAYMENTS RECEIVED AND CREDITS ALLOWED DATE INVOICE NO AMOUNT Monthly Totals (NOT PROGRESSIVE) TOTAL DEBITS "B" AMOUNT OF CLAIM AS PER AFFIDAVIT I.E. "A" LESS "B" NOTE: 1. If no payments were received or credits given, state "NIL" under "B". 2. "A" and "B" must reflect full period of trading or for period of 12 months before date of Business Rescue, whichever is the lesser. 3. A brief description of goods sold must be given i.e. Groceries, Clothing etc.

10 CERTIFIED EXTRACT FROM THE MINUTES OF A MEETING OF DIRECTORS/MEMBERS OF THE ABOVE-MENTIONED COMPANY/CLOSE CORPORATION HELD COMPANY / CLOSE CORPORATION PLACE DATE IT WAS RESOLVED: 1. That in his capacity as director / secretary / accountant / member or of the Company/Close Corporation, be and is hereby authorised and empowered to sign all the necessary documents to enable the Company/Close Corporation to prove its claim against:- LIVIERO MINING (PTY) LTD 2. And to attend meetings of Creditors of the said Estate, and to speak and vote on behalf of the Company/Close Corporation with power, in his/her discretion to substitute and appoint any other persons to attend such meetings on the Company s/close Corporation s behalf and to vote thereat. CERTIFIED A TRUE COPY AUTHORISED OFFICIAL

11 I, the undersigned In my capacity as Of POWER OF ATTORNEY TO PROVE CLAIMS ETC. (Hereinafter referred to as the said Creditor) do hereby nominate, constitute and appoint:- With power of substitution to be the said Creditors lawful Attorney and/or Agent in the said Creditor s name, place and stead, to attend all meetings of Creditors in the matter of:- LIVIERO MINING (PTY) LTD On the said Creditor s behalf to prove the said Creditor s claim to exercise on the said Creditor s behalf all voting and other powers in respect of such claim or in relation to any offer of Composition and generally to act on the said creditor s behalf at all meetings of the Company in all matters and things in which the said Creditor s interests are concerned, hereby promising to ratify and confirm whatsoever the Agent ay do or perform by virtue of these presents. DATED AT THIS DAY OF AS WITNESSES SIGNATURE

12 NOTES: 1. AFFIDAVIT 1.1. COMPLETION AND SIGNATURE The Commissioner of Oaths must print his full name business address below his signature and state his designation and area for which he holds his appointment or by which office held by him, if he holds his appointment ex officio. Any alterations must be initialled by the Deponent and the Commissioner of Oaths SECURITY If security is claimed, then the amount at which the Creditor values such security must be inserted. A Secured Creditor who relies upon his security should state that fact on the Affidavit above the signature of the Deponent PROMISSORY NOTES ETC. Where the claims in respect of Promissory Notes, Bills of Exchange or Cheques, the appropriate Affidavit form should then be completed which can be obtained by request from the Liquidator/Trustee. 2. SUPPORTING VOUCHERS 2.1. GOODS SUPPLIED ON OPEN ACCOUNT A detailed Statement as per attached, supporting the Affidavit must be attached to the claim, showing the monthly total and a brief description of the purchases and the payments for the full period of trading or for a period of 12 months immediately prior to the date of liquidation/sequestration, whichever is the lesser. Furnish explanations why any item is dated after Liquidation/Insolvency/Judicial Management MONEY LENT Annex a detailed Statement of Account plus Acknowledgement of Debt or receipts or paid cheques INTEREST Interest must be calculated to date of the Provisional Order of Liquidation/Sequestration/Judicial Management. The rate of interest and periods must be shown (no interest is claimable on open accounts, unless an agreement by the debtor to pay such interest is annexed) LEGAL CHARGES Annex the Attorney s Bill of Costs which must show dates of the items therein MORTGAGE BONDS AND HP AGREEMENTS Annex the original documents and a detailed statement. Refer to 1.2 above re the valuation and 2.3 above re the calculation of interest RENT Annex the original (if any) Rental Agreement and a detailed statement of rent due to date of the Provisional Order of Liquidation/Sequestration/Judicial Management showing rental and periods SURETYSHIPS Annex the original and detailed statement of the claim against the principal debtor. 3. POWER OF ATTORNEY Where a limited Company/Close Corporation proves a claim, the Power of Attorney must be signed by a Director or any other person authorised by a Resolution, and a copy such Resolution, as per the enclosed documents, must be annexed to the Power of Attorney. 4. VOTING Should you be unable to attend the meeting, and you are prepared to agree to a representative by the General Body of Creditors, may we suggest that the POWER OF ATTORNEY be completed with the relevant portion left blank and initialled.

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16 Tel: Fax: Unit B5, Clearview Office Park 77 Wilhelmina Avenue, Constantia Kloof, Roodepoort, 1724 PO Box Helderkruin, 1733 TO ALL KNOWN CREDITORS AND AFFECTED PERSONS LIVIERO MINING (PTY) LTD ( THE COMPANY ) REGISTRATION NUMBER: 2007/026744/07 Dear Sir/Madam, NOTICE OF FIRST MEETING OF CREDITORS AND AFFECTED PERSONS IN TERMS OF SECTION 147(1) OF THE COMPANIES ACT NO. 71 OF 2008 ( THE ACT ) TO BE HELD AT: EDGECOMBE HOUSE, 126 VALLEY ROAD, BLUE HILLS, MIDRAND, GAUTENG ON WEDNESDAY, 18 TH JULY 2018, AT 10H00 AND/OR RUSTIQUE HOTEL, RIVERSIDE ESTATE, R104 (OLD BELFAST RD), MIDDELBURG, MPUMALANGA ON THURSDAY, 19 TH JULY 2018, AT 13H00 AND/OR DURBAN OFFICE CORDOVA CLOSE, BRIARDENE INDUSTRIAL PARK, DURBAN, ON 20 TH JULY 2018, AT 11H00 1. Notice is hereby given to all known creditors and affected persons pursuant to the provisions of section 147 (1) of the Act of the first meeting of creditors and affected persons in the above- mentioned matter, to be held at the date, time and place set out above. You may elect to attend any one of the meetings set out above, according to your preference and availability. 2. In compliance with the provisions of the section 147 (2) (b) of the Act we annex hereto the agenda for the meeting. Yours faithfully LDR VAN DER MERWE BUSINESS RESCUE PRACTITIONER JF KLOPPER BUSINESS RESCUE PRACTITIONER BDO Business Restructuring (Pty) Ltd Registration number: 2002/025164/07 VAT number: National Executive: S Dansie HN Bhaga-Muljee BJ de Wet MP McGarrigle HCS Lopes Dr FD Schneider ME Stewart (Chief Executive) SM Somaroo R Teixeira IM Scott I Hashim MS Willimott Directors: JF Klopper LDR van der Merwe R Pieters HA Plaatjies National Head of Advisory: HCS Lopes The company's principal place of business is at 22 Wellington Road, Parktown, Johannesburg, where a list of directors' names is available for inspection. BDO Business Restructuring (Pty) Ltd, a South African company, is an affiliated company of BDO South Africa Inc., a South African company, which in turn is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

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