TRUSTCO GROUP HOLDINGS LIMITED - Small Related Party Transaction Updated Announcement

Small Related Party Transaction – Updated Announcement

TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
Registered as an external company in South Africa
(External registration number 2009/002634/10)
JSE share code: TTO
NSX share code: TUC
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
("Trustco" or "Company")


SMALL RELATED PARTY TRANSACTION – UPDATED ANNOUNCEMENT


1.     INTRODUCTION

1.1    Shareholders are referred to the announcement released on SENS on 17 July 2024,
       where Shareholders were advised of the implementation of the small related party
       transaction. The wording and definitions referenced in the beforementioned SENS
       would be applied to this announcement.
1.2    At the request of the JSE to issue this announcement, shareholders are advised
       that paragraph 2.1 and 2.4 of the announcement has been amended to the
       information below, as some references needed to be amended.


2.     BACKGROUND
       The amendments to paragraph 2 can be seen below:

2.1    The Company requested a ruling in terms of paragraph 10.4(f)(ii) of the JSE LR,
       where the ruling was a request not to provide a competent person report "(CPR")
       inclusive of a valuation for the Sale Shares Agreement. This was due to the mining
       asset being located in Sierra Leone, the appointed Competent Person, SRK,
       operate in terms of the guidelines of Canadian Securities Administrators National
       Instrument 43-101 ("Canadian code") and not the SAMREC code. The Company
       performed a valuation in lieu of this provision, which the JSE accede to.


       The fairness opinion was submitted and stated that, the option period had
       subsequently lapsed meaning the option was incapable of being exercised.
       Therefore, only the disposal of the 1.3% Sale Shares of Trustco Resources needed
       to be taken into consideration for purposes of a Fairness Opinion (The disposal of
       the Sale Shares forming the Transaction)


2.4    Shareholders are advised that, the Transaction was no longer a category 2 related
       party transaction as previously stated on the announcement dated 20 March 2020,
       but categorised as a small related party transaction and therefore a circular was no
       longer required.


All other information contained in the announcement dated 17 July 2024 remains correct
and unchanged.


Windhoek, Namibia,
22 July 2024


Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings
Limited


JSE Sponsor
Vunani Sponsors


NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek


OTCQX Sponsor
J.P Galda & Co – New York


Date: 22-07-2024 01:00:00
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