The International Consortium of Investigative Journalists

Offshore Leaks Database

The Board believes the steps taken were necessary to protect its investments. The Board believes that the investments have the potential to realise significant value for debt holders and preference shareholders over the medium to longer term - The Interim results 6 months ending December 2019.

There appears to have been some skimming-off to dubious destinations. It would be problematic to explain where some of the yields ended up . . . they were obviously paid out to one of the companies listed abroad or off shore, paid to off shore accounts and so, how is the company going to explain that?

Explore the offshore connections of world leaders, politicians and their relatives and associates.

Here we will highlight the involvement, association of the company and the directors with the offshore leaks. The Papers we nvestigated are:

Pandora Papers

Paradise Papers

Panama Papers

Companys listed and affiliated with Afristrat and or the Directors of Afristrat.

Scipion Active Trading Fund: Registered in the Cayman Islands - Including Scipion African Opportunities Fund SPC (Class A portfolio).

Circular notice sent out to investors, Monday, 13 December 2021 herewith the company gives a full description of “SATF” Scipion Active Trading Fund, a private limited liability company duly registered and incorporated in the Cayman Islands with registration number HL244669, with registered address at 4th Floor, Harbour Place, 103 South Church Street, Georgetown, Grand Cayman, Cayman Islands;

The “SATF Debt” debt owed to SATF by Afristrat, being as at the Last Practicable Date, an amount of approximately USD11,816,456.43, in rands R196 096 694.01. This loan is secured over MyBucks S.A. shares to the value of 125% of the loan balance. In addition to the shares as security, a further requirement is that an amount of R20 million in financial assets of the Group is to be maintained. Due to the significant decline in the value of the MyBucks S.A shares during 2020 and 2021 the value of the security fell below the facility requirement and a security penalty levied until the security value is restored Integrated Financial Reports 2018 This loan is secured over 1 100 000 MyBucks SA Limited shares. -

SENS 29/06/2018 Scipion Active Trading Fund, the company has a debt of R122 336 000 this is the first time mentioned on the SENS documents.

SENS 18/09/2018 Scipion Active Trading Fund, the company has a debt of R138 384 000,

See “SURECHOICE”

SENS 18/05/2021 Conditions Precedent to the Related party acquisition of MHMK Financial Services Limited (“previously MHMK Group Limited”) The debt of Scipion Active Trading Fund (“SATF”) successfully restructured to the satisfaction of the GM Trust. The ability to implement the current restructuring negotiations of the facilities of SATF is substantially linked to the successful conclusion on the Proposed Transaction, and accordingly is considered as a critical condition precedent to the Proposed Transaction.

Circular notice sent out to investors, Monday, 13 December 2021 herewith the company gives a full description of “MHMK Financial Services”. MHMK Financial Services Limited (previously MHMK Group) a public company organised under the laws of Mauritius having a registration number of C116061 C2/GBL and having its registered office at C/0 Imara Trust Company (Mauritius) Limited, Level 2, Alexander House, Silicon Avenue, Ebene Cybercity 72201, Mauritius, which is wholly owned by the GM Trust; MHMK Financial Services is an investment company with significant interests in microfinance and micro banking operations in Africa.

The Company does not envisage being able to settle the SATF Debt as per Circular notice sent out to investors, Monday, 13 December 2021

SENS 07/04/2022: The board of directors of Afristrat is pleased to advise shareholders that with effect from the 6 April 2022 Afristrat entered into a binding term sheet to acquire, 100% of Crosscorn Proprietary Limited, together with a distressed loan asset pool from Scipion Active Trading Fund (“SATF”) for a total purchase price of USD5 000 000. In accordance with the Term Sheet, the Purchase Price shall be settled by a combination of debt and equity, by the issuance of Domestic Medium-Term Notes to the value of R58 083 270.00 and ordinary shares of Afristrat to the value of R24 892 830.00

See “CROSSCORN”

The terms of the Notes: The Notes will be issued for a term of 4 years from the date of issue thereof and will be repayable in full in one amount at maturity (“Redemption Date”). The Notes will be unsecured, will bear an interest rate of 9% p.a. payable semi-annually in Arrears. Each Note will be freely transferrable by the registered owner thereof.

SENS 12/05/2022: Business update on legal actions, Event of Default, proposed debt restructuring, rationale for a capital raise and Cautionary Announcement.

Afristrat will be unable to pay any interest or capital due and payable to holders of Notes with effect from the date of this announcement.

Afristrat will make an offer to current holders of Legacy Debt Instruments to convert to ordinary shares in Afristrat, including the holders of the Notes, but excluding, the recently announced Crosscorn acquisition finance debt of Scipion Active Trading Fund;

NOTES TO TAKE AWAY: Afristrat funds Surechoice by making a loan from Scipion Active Trading Fund, a company associated with the Pandora Papers. They default, cannot pay the debt of R196 096 694.01 as announced in the Circular notice sent out to investors, Monday, 13 December 2021.

April 2022 Afristrat further loans to acquire a company who conducts the business of “Seeds” with a destressed debt book., from Scipion Active Trading Fund to the value of R82 913 830.00.

2020: “… The company is a very good business model. It was very strong on liability generation, but it was very weak on the asset allocation and the Investment side” George Manyere

SUNBLAZE INVESTMENT HOLDINGS INCORPORATED

Circular notice sent out to investors, Monday, 13 December 2021 – no definition and nor description is given on Sunblaze.

DTM Capital Proprietary Limited (Botswana) - Related to Director in Getbucks Limited On 29 June 2018 the Company entered into an agreement with the MHMK Group (now known as MHMK Financial Services) and Sunblaze Investments Holdings Incorporated (collectively, the “Option Holders”)

MHMK Financial Services Limited was incorporated in Mauritius on 12 March 2012 and obtained its certificate to commence business on the same day. The company is domiciled in Mauritius and its registered address is Imara Trust Company (Mauritius) Limited, level 2 Alexander House, 35 Ebène Cybercity

SENS 23/05/18 In terms of the agreements giving effect to the DTM Acquisition, ECS Botswana will acquire 352 612 shares in MyBucks from Sunblaze Investment Holdings Incorporated, the guarantor of the DTM Loan, in settlement of the DTM Loan for a consideration of R81.9 million. No mention of MHMK.

SENS 05/10/2018 Sunblaze Investment Holdings Incorporated debt acquired as listed R 238 904 000.00. 

Circular notice sent out to investors, Monday, 13 December 2021 in June 2018, the Group entered into a put option agreement with Sunblaze Investment Holdings Incorporated and MHMK Group Limited, the Option Issuers. In terms of the agreement the Group holds an unconditional and non-exclusive option to require the Option Issuers to purchase, jointly or severally, all or any portion of the Option Shares, being the total number of MyBucks S.A ordinary shares held by Ecsponent as at 31 December 2021, at an Option Strike price of EUR18. (R16.17)

NOTES TO TAKE AWAY: Afristrat acquires 352 612 shares in MyBucks from Sunblaze Investment Holdings Incorporated for a consideration of R81.9 million. The confusion is was George Manyere involved here, Circular Monday, 13 December 2021 contradicts the SENS 23/05/18

The “Put Option” debt of R238 904 000, registered only to Sunblaze with no mention of debt to MHMK should actually only be: R291.06 per Mybucks share multiply this by 352 612 would total to R102 631 248.72, after Afristrat paid R81.9 million for the same shares.

Afristrat inflated this exact debt by R136 272 751.28

Did Afristrat acquire the shares by making debt to buy them or did they use company money?

TLG Capital Limited Registered in: British Virgin Islands under the laws of United Kingdom

TLG AFRICA LIMITED - TLG Africa Limited (registration number: 1704253), an entity incorporated under the laws of United Kingdom, in the business of providing permanent growth capital to consumer-focussed businesses operating in Africa;

WEB DETAILS -TLG Capital Investments, represented by Iroko Securities Limited (Registration Number FRN221563) Authorised and regulated by the Financial Conduct Authority- TLG Capital Investments is a company incorporated in England and Wales (Company Number 068 690 78)

TLG Capital Limited United Kingdom Entity related to a Director of Mybucks been George Manyere.

Imara Trust Company (Mauritius) Limited

Circular notice sent out to investors, Monday, 13 December 2021 herewith the company gives a full description of “MHMK Financial Services”. MHMK Financial Services Limited (previously MHMK Group) a public company organised under the laws of Mauritius having a registration number of C116061 C2/GBL and having its registered office at C/0 Imara Trust Company (Mauritius) Limited, Level 2, Alexander House, Silicon Avenue, Ebene Cybercity 72201, Mauritius, which is wholly owned by the GM Trust; MHMK Financial Services is an investment company with significant interests in microfinance and micro banking operations in Africa. MHMK Financial Services Limited was incorporated in Mauritius on 12 March 2012 and obtained its certificate to commence business on the same day. The company is domiciled in Mauritius and its registered address is Imara Trust Company (Mauritius) Limited, level 2 Alexander House, 35 Ebène Cybercity

Whereby Getbucks Limited Botswana acquires the 50% from Ecsponent Limited Botswana. For PW 10 million – New name change of Getbucks on the 24 July 2019 to Firstcred Limited (Registration No. BW00000391902) wholly 100% owned by Getbucks Limited Mauritius (Registration Number C38778 C2/GBL) – Held by the Imara Trust.

The following companies are all affiliated with both Afristrat and linked to the Pandora Papers through this affiliation with the Imara Trust Company (Mauritius) Limited

MHMK Group (Eswatini) Limited

Getbucks Limited (Mauritius)

Firstcred Botswana

MHMK Capital Botswana Limited

MHMK Capital Limited

MHMK Group Botswana Limited

MHKM Group (Pty) Limited

BRAINWORKS LIMITED.

INVEST SOLAR AFRICA

The following companies are all affiliated with both Afristrat and linked to the Pandora Papers through this affiliation with the Imara Trust Company (Mauritius) Limited AND George Manyere

Circular notice sent out to investors, Monday, 13 December 2021 herewith the company gives a full description of Invest Solar Africa.

The Group’s current investment portfolio consists of 70% in Invest Solar Botswana; and ambiguous to the statement below.

“Invest Solar Botswana”

Invest Solar Africa Limited, a company duly registered and incorporated under the Laws of Botswana, with registration number CO2017/4216, which is 70% owned by ECS Private Equity and 30% owned by Directors and management of the Company;

“Invest Solar Zimbabwe” Invest Solar Africa Limited, a company duly registered and incorporated under the Laws of Zimbabwe, with registration number 4217/2017 which is 40,6% owned by Invest Solar Botswana, 49,55% owned by Zara Investment Trust and the remaining holdings held by staff and directors

Promissory Note, bearing interest at 10% per annum and is repayable on 31 March 2023. Subject to any necessary regulatory approval required and received, the Note shall be secured by the holdings of the Issuer’s related affiliate, Zahra Investment Trust being 49% shareholding (23,643,134 ordinary shares) in Invest Solar Zimbabwe Limited. This Security may be replaced by mutual agreement between the Noteholder and the Issuer debt to the value of R12 844 000, owing to Mybucks.

SENS 29/06/2018: Ecsponent has entered into a subscription agreement with Invest Solar Africa Limited in terms of which the Company has agreed to subscribe for a maximum of 40 000 000 shares in Invest Solar Africa at a subscription price of BWP1.00 (one Botswana Pula) per share, which is controlled by George Manyere, a material shareholder and a non-executive director of the Company,

FINSBURY INVESTMENTS LIMITED

26/03/2019: Shareholders are advised that MyBucks is also currently negotiating with MHMK and Finsbury Investment Limited for the settlement of the debt owing by MyBucks in exchange for the issue of MyBucks shares, which will have a further impact on the issued share capital of MyBucks.NOT MUCH INFORMATION. SEE “mybucks”

BRAINWORKS LIMITED

MHMK GROUP PROPRIETARY LIMITED: MHMK Group Proprietary Limited (registration number 2015/351 662) (MHMK Group Limited is not available on CIP search. In turn the number take us to MHMK Financial Services Limited), previously Mason Alexander Proprietary Limited, a wholly-owned subsidiary of MHMK Group Limited previously Mylesland Investment Holdings Limited, (Registration Number: C116061 C2/GBL) which is owned by a discretionary family trust settled by Mr. G Manyere, a director, for the benefit of his minor children;

SENS 22/03/2017: Mr George Manyere has been appointed to the Board as non-executive vice chairman. George until recently, he was the chief executive officer/chief investment officer of Brainworks Limited. Brainworks Limited is a Mauritian registered investment holding company. Resignation from Brainworks Limited on the 30th January 2018.

CERTIFICATE FROM THE SECRETARY UNDER SECTION 166 (d) OF THE MAURITIUS COMPANIES ACT 2001- Imara Trust Company (Mauritius) Limited

We certify, to the best of our knowledge and belief, that we have filed with the Registrar of Companies all such returns as are required of Brainworks Limited (the “Company”) under Section 166 (d) of the Mauritius Companies Act 2001, for the year ended 31st December 2018. Furthermore, the Board is satisfied that Imara Trust Company (Mauritius) Limited maintains an arm’s length relationship with the Board of directors and is not a director of the Company, nor does it enjoy any related or inter-related relationship with any of the directors or executives of the Company that could give rise to a conflict of interest. IMARA has been the Company Secretary since the Company’s inception.

SEE “GEORGE MANYERE FAMILY TRUST – MHMK GROUP”

OTHER LISTED COMPANIES AFFILIATED BY ASSOCIATION ON THE: Offshore Leaks Database of the International Consortium of Investigative Journalist.

BRAINWORKS LIMITED

Norsad Finance Limited

Ever Prosperous Worldwide Limited

RBC CEES trustee Limited