T/A WEST END DIAMOND MINE

REX EXPLORATION (PTY) LTD

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100% SHAREHOLDING INREX EXPLORATION (PTY) LTD

T/A WEST END DIAMOND MINE

ASSETS ON AUCTION

Please note that the sale of shares triggers the compulsory procedure regarding the transfer of

mining rights as set out in terms of section 11 of the Mineral and Petroleum Resources

Development Act 2002, with the relevant amendments.

MINE HISTORYThe West End Diamond Mine is an underground diamond mine, located in the town of Postmasburg (ERF 14) in the Northern Cape, the rich diamond reserves were discovered in 1919 and has been mined ever since.

Currently the property of a consortium of owners, who have lived and worked on the mine since 2006, the Snyman family and partners are calling it a day.

The mine, a traditional diamondiferous kimberlite pipe, has enough reserves to last at least another 20 years. Four different varieties of kimberlite make out the geology of this mine:

YellowKimberlite

BrownKimberlite

Blue/GreenKimberlite

Yellow/BrownKimberlite

FINANCIAL STATEMENTS: (ANNEXURE A)

Please see (Annexure A): Latest Audited Financial Statements. Note the deductible tax loss of R20,000,000 emanating from exploration though bulk sampling of the kimberlite pipe and the development of new mining levels, this cost has not yet been realised.

MINING RIGHTS: (ANNEXURE B)

Mining Right granted in terms of section 23 of the Mineral and Petroleum Resources Development Act 2002 (Act No. 28 of 2002), registered in the Mineral and Petroleum Titles, Registration Office, Pretoria on this 12th Day of January 2006 under 01/2006(MR) by proxy of Director General, Department of Minerals an Energy(then).

The Mining right is valid until 13 December 2024

Water Licence issued on the 8th day of August 2016 in terms of Chapter 4 of the National Water Act, 1998 (Act No 36 of 1998). Licence no: 07/D73A/AGJ/4666

The Water Licence will remain valid until 8 August 2026

WATER LICENCE: (ANNEXURE C)

MINING INFRASTRUCTUREAND EQUIPMENT1. MAIN SHAFT AND SECOND OUTLET SHAFT• Main shaft equipped with a single compartment headgear and single drum Fulton hoist which is licensed to convey employees;• Second outlet shaft equipped with a single compartment headgear and winder.

2. PLANTConventional pan plant with a capacity of 20 tons per hour consisting of:1x Telsmith 12 x 24 primary jaw crusher1x Telsmith 2 foot gyratory crusher1x Feeder screen2x Single deck screens complete 1x 100-ton Storage bin7x Conveyor frames complete2x 10 foot Rotary pans3x 14 foot Rotary pans – complete1x Dewatering screen – complete2x Warman DTV pumps

3. DIAMOND RECOVERY1x Scrubber1x Classifier rolls screen3x Grease tables – complete2x Conveyor frames – complete

MINING INFRASTRUCTUREAND EQUIPMENT (CONTINUED)

4. UNDERGROUND EQUIPMENT4.1.1 Rails4.1.2 Hoppers4.1.3 5 ton Loco With battery charger4.1.4 Eimco Loader4.1.5 Water pumps4.1.6 Electrical switchgear4.1.7 Rock drills, air hoses and others

5. GENERAL5.1.1 Workshop - complete5.1.2 350 KVA Generator5.1.3 2 x Front End Loaders5.1.4 2 x Tractor/tipper combinations5.1.5 Licensed Explosive magazines

6. BUILDINGS6.1.1 Upgraded hostel with single rooms, kitchen and ablution facilities6.1.2 Office block with office equipment6.1.3 2x Houses for staff

ASSET REPLACEMENT VALUE(ESTIMATED)

MAIN SHAFT AND SECOND OUTLET

(a) Equipment value R 2, 000,000 (b) Value of shaft 360m x R30, 000/m R 10, 800,000Sub-total R 12, 800 000

PLANT

Replacement value R 8, 000,000Sub-total R 8, 000,000

DIAMOND RECOVERY

Replacement value R 2, 000,000Sub-total R 2, 000,000

UNDERGROUND EQUIPMENT

Equipment value R 3, 100,000 Value of underground Development R 10, 000,000 Sub-total R 13, 100,000

GENERAL

Replacement value R 2, 000,000 Sub-total R 2, 000,000

BUILDINGS

Replacement value 700m2 @ R3, 000/m2 R 2, 100,000 Sub-total R 2, 100,000

TOTAL PURCHASE PRICEOF MINING INFRASTRUCTURE R 40, 000,000

Chief Executive Officer 01

Plant Supervisor 01

Mine Manager 01

Hoist Driver 01

Personal Assistant 01

Fitter 01

Security 04

Competent Person 01

Miner 01

Team Leader and Rock Drill Operators 06

Lashers and Trammers 30

Cleaners 02

TOTAL 50

MINE CAPACITY AND STAFF

THE MINE’S CURRENT CAPACITY:The per shift capacity of the mine is equal to 100 ton mined and treated.

Only one shift is currently being worked.

Team Leader &Rock Drill Operators

Chief Executive Officer

Mine Manager

Personal Assistant

Security

Plant Supervisor

Miner

Fitter

Competent Person

Hoist Driver

Lashers and Trammers

Cleaners

ORGANOGRAM

MONTHLY OPERATING EXPENSES1. Wages & Salaries R 400,000

2. Electricity R 100,000

3. Explosives R 40,000

4. Diesel & Lubricants R 40,000

5. Drill Steel R 20,000

6. Gas, Welding Rods & Consumables R 40,000

7. Parts R 60,000

8. Regulatory Expenses R 50,000

TOTAL R 750,000

MONTHLY OPERATING INCOMETONS CALCULATION

Ton / Shaft 100 Ton

Number of Shifts per day 1 Shift

Total number of Shifts per month 20 Shifts

Total ton per month 2000 Ton

CARATS

Ct / 100 Ton 15 Ct

Total Ct per month 300 Ct

REVENUE

Average Dollar per Carat $ 250 /Ct $ 300 /Ct

Dollar Value $ 75,000 $ 90,000

Rand Value R 1,087,500 R 1,305,000

420

450

480

510

540

Main Shaft180m Deep

172m570m

200m

Sub Vertical Shaft220m Deep

1 000 Feet 303 Meter

Proven Reserves303m - 173m

= 130 x 45 x 145= 848 250 x 2.65= 2 247 862 Ton

Note:

420 Feet - 570 Feet127m - 172m = 45m45 x 45 x 145 = 293 625 x 2.65= 778 000 Ton

260 000778 000 x 100

1 = 33%

MINING RESERVES

Approximately 1/3 reserves left of current levels

Volume28 x 45 x 145= 182 700m3

Approximately260 000 Ton available

In Sito Tons182 700 x 2.65= 484 155 Ton

ANNEXURE B

ANNEXURE C