Introduction

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Limited investment opportunity to become a Founding Investor in a first-of-its-kind, fully tax deductible investment.

The first Section 12J in the Kruger National Park, and a blueprint for the funding of tourism development in South Africa.

Founding Investors into Mdluli Safari Lodge Limited receive attractive financial returns, leisure returns through a disruptive leisure model, and the knowledge that their investment creates long term positive social impact.

The lodge is managed by aha Hotels & Lodges, a subsidiary of Tourvest Accommodation & Activities, South Africa’s largest in-bound tour operator.  This is the largest 12J investor within the VCC.

Limited 15 000 shares/R15 Million offered in what appears to be the final 12J opportunity for investors

Investments from R250 000

- 100% fully tax deductible Section 12J investment

- Annual package of free bed nights for enhanced leisure returns

- 100% return of investment capital in years 6-10

- Unrestricted right of use benefits

- Social impact through uplifting the lives of the Mdluli Community

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The lodge is a sustainable tourism initiative through its proud partnership with the local Mdluli Community.

After a long journey of land restitution, the Mdluli Community have freehold title of 850 hectares of land, inside the borders of the iconic Kruger National Park. This luxurious, private safari lodge was developed with the purpose of sustainably improving the lives and infrastructure of the 45,000-strong Mdluli Community.

The Community, who live in villages adjacent to the Park, receive direct financial and indirect social and economic benefits from the lodge’s operations. Alongside skills-based job creation, whereby nearly 90% of the lodge’s team comes from the Community, the lodge creates sustainable small business opportunities as well as increased land value.

It’s taken years of dedication towards the realisation of this project. A development like this is dependent on establishing a harmonious relationship between tourism, environment and community. Mdluli Safari Lodge is a blueprint for best practice community development projects in South Africa.

We are committed to a lasting and productive partnership with the Mdluli Community, whose energy is infused into the lodge experience.

Mdluli Safari Lodge is the story of one man’s vision for the Mdluli people and their land. Today this land is significant for so many reasons.

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Open the mind, deepen the soul

The story of Mdluli Safari Lodge is grounded in the dynamic fusion of the rawness of the African bush with the authentic charm of Siswati tradition.

The essence of the lodge’s experience, is expressed throughout, connecting guests to the unique, yet ancestrally familiar natural environment.

The leopard is regarded as sacred by the Mdluli Royal Family. The stylized leopard’s rosettes extend across carefully curated elements of the visual experience.

The considered angles of the architecture and design are interwoven into the experience, literally emerging from the intricacy of the line-work of Mother Nature in the surrounding land, rock formations, majestic Marula trees, and distinct energy of its people.

The Cultural Immersion Centre, due for completion early in 2020, journeys guests through the 3 core pillars on which the lodge is created - namely, a partnership with the Mdluli Community, wildlife conservation and preservation, and ecological design.

Culturalenrichment

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Everything we do has the goal of giving back to the land, which we

are privileged to call home. Conservation is a multifaceted issue, and

it is our role and responsibility to promote conservation through

responsible tourism, preserving the majesty of the Kruger National

Park and all of its wildlife, fauna and flora.

Through a partnership with Davidé Bomben, from Il Diamanté,

Italy’s largest tour operator, and working closely with SANParks,

Mdluli Safari Lodge is engaged in active poaching prevention

programs along the western border of the Park. These initiatives

employ and train individuals from the Mdluli Community, many of

whom have never been employed before, in anti-poaching skills and

tactics.

LocationThe lodge is accessible via a private road, located a short drive after entering the Kruger National Park via Numbi Gate.

Numbi Gate is the closest access gate from Gauteng (5 hour drive) and the closest gate to Kruger Mpumalanga International Airport (KMIA).

Being located inside the south-western borders of the Park offers guests prime Big 5 game viewing - on safari drives and walks with experienced guides, or when self-driving.

territoryBig 5

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The lodge is fully fenced, with the fences monitored 24/7 through an external control centre, allowing guests to move freely and safely around the lodge.

R40

R538

R538

R40

4

4

R536

8

Tented luxury

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Each tents interior is approximately 70 square metres. Every en-suite tent sleeps a family of four and features air conditioning, lounge area, indoor and outdoor showers and private patios. The lodge has 4 disability-friendly tents. The style sets the ideal scene for relaxation in the African bush.

luxurious and spacious tents.

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The use of canvas and natural timber materials give the lodge a true safari feel. The interior palette takes inspiration from the tones and textures found in the surrounding natural environment.

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blendinto the landscape, and is anchored in strong environmental design principles, ensuring a light ecological footprint.

The lodge is designed to

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Cast bronze statue of the late Chief Inkhosi MZ Mdluli, sculpted by Zelda Stroud, which stands proudly in the main reception area.

The reception and main area of the lodge are designed around a central lekgotla, which means ‘the meeting place for village assemblies’. The layout of the main building surrounds the majestic Marula tree, which canopies over this central meeting place, and gently shades the bronzed statue of the late Chief MZ Mdluli, who’s outstretched arm welcomes guests into this special place.

Each area of the lodge is intentionally positioned to maximise views into the Park, creating a feeling of always being connected to the beauty and serenity of the natural surroundings.

The main area offers guests a bar, restaurant, deck and infinity swimming pool, each looking out across the Park and the adjacent river bed.

Mdluli Safari Lodge specializes in personalised conferencing arrangements for smaller groups of up to 40 delegates - or alternatively full lodge capacity, of up to 100 guests (50 persons sharing).

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One can’t help but leave Africa feeling deeply moved by its wonder.

Experience

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Indulge in sumptuous breakfast and dinner buffets in the restaurant, ala carté dining on the deck or at the pool, and drinks and snacks menu at the bar. All meals can be enjoyed while looking out for game across the expansive vistas of the Park. The Boma area gives guests a social, relaxed and authentic African dining experience around the fire, under the African sky.

Watch elephants drinking from the river while cooling down from the hot African sun in the large infinity swimming pool, just meters from the fence.

Enjoy big 5 game viewing and sundowners in open safari vehicles, with experienced guides. An option to self drive in the Park is also available to guests.

the best the African wilderness has to offer.Savour

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Join us on our private, naturally elevated viewing deck and enjoy a complete 360 panoramic view of the magnificent Kruger National Park.

Something that is quite unique to the location of Mdluli Safari Lodge is our

Granite underlies more than 80 per cent of the Park’s southern region and produces the characteristic rounded koppies.

exquisitegranite rock formation,

located within our perimeter.

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Come to see, to learn & to preserve.

Everything we do has the goal of giving back to the land, which we are privileged to call home.

Conservation is a multi-faceted issue, and it is our role and responsibility to promote conservation through responsible tourism, preserving the majesty of the Kruger National Park and all of its wildlife, fauna and flora.

Through a partnership with Davidé Bomben, from Il Diamanté, Italy’s largest tour operator, and working closely with SANParks, Mdluli Safari Lodge is engaged in active poaching prevention programs along the western border of the Park. These initiatives employ and train individuals from the Mdluli Community, many of whom have never been employed before, in anti-poaching skills and tactics.

Withpurpose

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Mdluli Safari Lodge is a celebration of the African safari experience, for locals and internationals alike.

Each guest’s stay has a far reaching, positive impact on the vitality of the Mdluli Community.

feelgood& leave some goodness behind

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THE INVESTMENT HAS BEEN STRUCTURED OVER AN INITIAL 10-YEAR PERIOD AS FOLLOWS:

Corporate Investors• 100% Section 12J tax deduction on your investment• A luxury location for employees and/or client retreats/conferences• Investing in the sustainable upliftment of the Mdluli Community

Tax deduction in August 2020/Feb 2021.

"C" Ordinary Share providing guaranteed annual leisure returns through annual free bed night allocation.

Repayment of original capital invested in tranchescommencing from end of year five so that full capitalis repaid by the end of year ten.

At the end of the 10-year investment periodshareholders have the option to sell, and thefund management company has the optionto buy their shares.

The Prospective value of the shares at the end of ten years has not been factored into the investor returns calculation and the attributablevalue as determined will thus enhance theinvestment’s return.

• Completed development cost - R90 Million• Capital underwriting facility obtained - R35 Million• Section 12J investments to date - R53 Million

Underwriters consist of the long term founders and promoters of the project who've brought this vision alive through 20 years of persistence.

Full financial commitment to ensure lodge achieves long term sustainable success.

New Capital will achieve optimal blend of financing between the underwriting and equity.

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These investment packages have been designed for bush enthusiasts

Looking for an attractive financial return - 15%-18% IRR per annum

Seeking enhanced tax efficiency

Looking to maximize a leisure return

Who enjoy a luxury Kruger National Park experience

Please see prospectus for further details

Bed Night Only

• A larger package of annual bednights for investors, with noannual dividend

“C” Ordinary Share

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R1000 000 - “C” Ordinary Share

Investment

Tax Benefit @ 45%

Net Outflow (Risk Capital)

Investment Returns

IRR Including Bed Nights

-R1 000 000

R450 000

-R550 000

Total

Opening Rack Rate Per Bed Night escalated @ 8% p.a

Free Bed Nights Over Investment Term - 400 Nights

Net Imputed Value of discounted bed nights

Return of Invested Capital

Value Received From Investment

YEAR 0 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10

-R550 000

40

R3000

R120 000

R200 000 R200 000 R200 000 R200 000 R200 000 R1 000 000

R120 000

40

R3240

R129 600

R129 600

18.2% 32.8%

40

R6341

R253 646

R453 646

R1 823 821

R2 823 821

40

R5871

R234 857

R434 857

40

R5437

R217 461

R417 461

40

R5034

R201 352

R401 352

40

R4661

R186 437

R386 437

40

R4316

R172 627

R172 627

40

R3996

R159 840

R159 840

40

R3700

R148 000

R148 000

On Gross Investment

On RiskCapital

Summary of locked in bed night Price - Capital at Risk

Net Capital Invested (Post 12J Tax Benefit)Bed Nights Obtained - 40 bed nights per annumInvestor Bonus Nights (20 nights per annum for 2021, 2022 year, useable by Dec 2022)

Secured cost per person per night for 10 YearsSecured cost for children under age of 12

Value of Bed Nights Year 1 - Covid 19 RatesEstimared Value of Bed Nights Year 10

-R550 00040040

R1 250R0

R3000R6341

22

Notes:

1) Investment amount made in 2021 year of assessment

2) Tax benefit in the amount to be deducted by investor from

provisional tax payment at 28 February 2021 assuming investor is in

the highest marginal tax bracket of 45%.

3) Dividend receivable by investor in each year which will be subject

to Dividend Withholding Tax (“DWT”) OF 20% DWT has not been

deducted in calculating the above returns to facilitate comparison

with published returns for other investments which an investor may

be considering e.g listed preference shares or interest-bearing

instruments, which will be subject to tax at varying rates.

4) Return of capital commencing 5 years from date of original

investment, being distribution of surplus cashflows generated by the

lodge. The tax deducted is not subject to recoupment on return of

capital as the investment will have been held for 5 years as required

by section 12J. Returns of capital will however be subject to CGT, as

the base cost of investment is zero, but investors are entitled to claim

a R40k annual CGT allowance. Thus, the CGT payable will be

determined by each investor’s individual tax profile.

5) Bed Night Value has been calculated at the current advertised rate

on the lodge website, being R3  000 per person per night (“ppn”).

These are rates discounted in response to Covid-19 and lodge

management forecasts rates returning to their pre-covid levels of

R3 700 by Dec 2022, whereby it will then increase by at least 8% per

annum. Effectively the 12J deduction entitles investors to a risk-free

secured 10 year discount premium on bed nights, before taking into

account the investor’s return of capital. See below:

In conclusion, investors effectively, before taking into account their

return of capital, secure 180 bed nights a R1 528 for 10 years. Upon

receipt of their capital in full, they receive effectively 180 bed nights

at zero cost on top of their 12J tax benefit equivalent to a maximum of

45% of their investment.

6) A bed night includeds dinner, bed, breakfast, and one game

viewing actiity per person. Children Children under the age of 12

stay free if accommodated in their parent’s luxury tent on the

sleeper couch provided. This compares very favourably with

accommodation currently advertised by lodges of an equivalent

standard being.

7) Total Investor Return is the annual monetary return to an

investor in each year the 10-year investment term.

8) Exiting the investment. At the end of year 10, investors will have

the option to dispose of their shares at a value determined by the net

realisable value of the movable assets of the lodge at that date. This

value has not been included in the above return calculation.

Summary of locked in bed night Price - Capital at Risk

Net Capital Invested (Post 12J Tax Benefit)Bed Nights Obtained - 40 bed nights per annumInvestor Bonus Nights (20 nights per annum for 2021, 2022 year, usable by Dec 2022)

Secured cost per person per night for 10 YearsSecured cost for children under age of 12

Value of Bed Nights Year 1 - Covid 19 RatesEstimated Value of Bed Nights Year 10

-R550 000400

40

R1 250R0

R3000R6341

23

R500 000 - “C” Ordinary Share

Investment

Tax Benefit @ 45%

Net Outflow (Risk Capital)

Investment Returns

IRR Including Bed Nights

-R500 000

R225 000

-R275 000

Total

Opening Rack Rate Per Bed Night escalated @ 8% p.a

Free Bed Nights Over Investment Term - 160 Nights

Net Imputed Value of discounted bed nights

Return of Invested Capital

Value Received From Investment

-R275 000

16

R3000

R48 000

R100 000 R100 000 R100 000 R100 000 R100 000 R500 000

R48 000

16

R3240

R51 840

R51 840

15% 28.2%

16

R6341

R101 458

R210 458

R729 528

R1 229 528

16

R5871

R93 943

R193 943

16

R5437

R86 984

R186 984

16

R5034

R80 541

R180 541

16

R4661

R74 575

R174 575

16

R4316

R69 051

R69 051

16

R3996

R63 936

R63 936

16

R3700

R59 200

R59 200

On Gross Investment

On RiskCapital

Summary of locked in bed night Price - Capital at Risk

Net Capital Invested (Post 12J Tax Benefit)Bed Nights Obtained - 16 bed nights per annumInvestor Bonus Nights (10 nights per annum for 2021, 2022 year, useable by Dec 2022)

Secured cost per person per night for 10 YearsSecured cost for children under age of 12

Value of Bed Nights Year 1 - Covid 19 RatesEstimared Value of Bed Nights Year 10

-R275 00016020

R1 528R0

R3000R6341

24

YEAR 0 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10

Notes:

1) Investment amount made in 2021 year of assessment

2) Tax benefit in the amount to be deducted by investor from

provisional tax payment at 28 February 2021 assuming investor is in

the highest marginal tax bracket of 45%.

3) Dividend receivable by investor in each year which will be subject

to Dividend Withholding Tax (“DWT”) OF 20% DWT has not been

deducted in calculating the above returns to facilitate comparison

with published returns for other investments which an investor may

be considering e.g listed preference shares or interest-bearing

instruments, which will be subject to tax at varying rates.

4) Return of capital commencing 5 years from date of original

investment, being distribution of surplus cashflows generated by the

lodge. The tax deducted is not subject to recoupment on return of

capital as the investment will have been held for 5 years as required

by section 12J. Returns of capital will however be subject to CGT, as

the base cost of investment is zero, but investors are entitled to claim

a R40k annual CGT allowance. Thus, the CGT payable will be

determined by each investor’s individual tax profile.

5) Bed Night Value has been calculated at the current advertised rate

on the lodge website, being R3  000 per person per night (“ppn”).

These are rates discounted in response to Covid-19 and lodge

management forecasts rates returning to their pre-covid levels of

R3 700 by Dec 2022, whereby it will then increase by at least 8% per

annum. Effectively the 12J deduction entitles investors to a risk-free

secured 10 year discount premium on bed nights, before taking into

account the investor’s return of capital. See below:

In conclusion, investors effectively, before taking into account their

return of capital, secure 180 bed nights a R1 528 for 10 years. Upon

receipt of their capital in full, they receive effectively 180 bed nights

at zero cost on top of their 12J tax benefit equivalent to a maximum of

45% of their investment.

6) A bed night includeds dinner, bed, breakfast, and one game

viewing actiity per person. Children Children under the age of 12

stay free if accommodated in their parent’s luxury tent on the

sleeper couch provided. This compares very favourably with

accommodation currently advertised by lodges of an equivalent

standard being.

7) Total Investor Return is the annual monetary return to an

investor in each year the 10-year investment term.

8) Exiting the investment. At the end of year 10, investors will have

the option to dispose of their shares at a value determined by the net

realisable value of the movable assets of the lodge at that date. This

value has not been included in the above return calculation.

Summary of locked in bed night Price - Capital at Risk

Net Capital Invested (Post 12J Tax Benefit)Bed Nights Obtained - 16 bed nights per annumInvestor Bonus Nights (10 nights per annum for 2021, 2022 year, usable by Dec 2022)

Secured cost per person per night for 10 YearsSecured cost for children under age of 12

Value of Bed Nights Year 1 - Covid 19 RatesEstimated Value of Bed Nights Year 10

-R275 000 160

20

R1 528R0

R3000R6341

25

R250 000 - “C” Ordinary Share

Investment

Tax Benefit @ 45%

Net Outflow (Risk Capital)

Investment Returns

IRR Including Bed Nights

-R250 000

R102 500

-R147 500

Total

Opening Rack Rate Per Bed Night escalated @ 8% p.a

Free Bed Nights Over Investment Term - 80 Nights

Net Imputed Value of discounted bed nights

Return of Invested Capital

Value Received From Investment

-R147 500

8

R3000

R24 000

R50 000 R50 000 R50 000 R50 000 R50 000 R250 000

R24 000

8

R3240

R25 920

R25 920

15.0% 26.5%

8

R6341

R50 729

R100 729

R364 764

R614 764

8

R5871

R46 971

R96 971

8

R5437

R43 492

R93 492

8

R5034

R40 270

R90 270

8

R4661

R37 287

R87 287

8

R4316

R34 525

R34 525

8

R3996

R31 968

R31 968

8

R3700

R29 600

R29 600

On Gross Investment

On RiskCapital

Summary of locked in bed night Price - Capital at Risk

Net Capital Invested (Post 12J Tax Benefit)Bed Nights Obtained - 8 bed nights per annumInvestor Bonus Nights (4 nights per annum for 2021, 2022 year, useable by Dec 2022)

Secured cost per person per night for 10 YearsSecured cost for children under age of 12

Value of Bed Nights Year 1 - Covid 19 RatesEstimared Value of Bed Nights Year 10

-R147 500808

R1 676R0

R3000R6341

26

YEAR 0 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10

Notes:

1) Investment amount made in 2021 year of assessment

2) Tax benefit in the amount to be deducted by investor from

provisional tax payment at 28 February 2021 assuming investor is in

the highest marginal tax bracket of 45%.

3) Dividend receivable by investor in each year which will be subject

to Dividend Withholding Tax (“DWT”) OF 20% DWT has not been

deducted in calculating the above returns to facilitate comparison

with published returns for other investments which an investor may

be considering e.g listed preference shares or interest-bearing

instruments, which will be subject to tax at varying rates.

4) Return of capital commencing 5 years from date of original

investment, being distribution of surplus cashflows generated by the

lodge. The tax deducted is not subject to recoupment on return of

capital as the investment will have been held for 5 years as required

by section 12J. Returns of capital will however be subject to CGT, as

the base cost of investment is zero, but investors are entitled to claim

a R40k annual CGT allowance. Thus, the CGT payable will be

determined by each investor’s individual tax profile.

5) Bed Night Value has been calculated at the current advertised rate

on the lodge website, being R3  000 per person per night (“ppn”).

These are rates discounted in response to Covid-19 and lodge

management forecasts rates returning to their pre-covid levels of

R3 700 by Dec 2022, whereby it will then increase by at least 8% per

annum. Effectively the 12J deduction entitles investors to a risk-free

secured 10 year discount premium on bed nights, before taking into

account the investor’s return of capital. See below:

In conclusion, investors effectively, before taking into account their

return of capital, secure 180 bed nights a R1 528 for 10 years. Upon

receipt of their capital in full, they receive effectively 180 bed nights

at zero cost on top of their 12J tax benefit equivalent to a maximum of

45% of their investment.

6) A bed night includeds dinner, bed, breakfast, and one game

viewing actiity per person. Children Children under the age of 12

stay free if accommodated in their parent’s luxury tent on the

sleeper couch provided. This compares very favourably with

accommodation currently advertised by lodges of an equivalent

standard being.

7) Total Investor Return is the annual monetary return to an

investor in each year the 10-year investment term.

8) Exiting the investment. At the end of year 10, investors will have

the option to dispose of their shares at a value determined by the net

realisable value of the movable assets of the lodge at that date. This

value has not been included in the above return calculation.

Summary of locked in bed night Price - Capital at Risk

Net Capital Invested (Post 12J Tax Benefit)Bed Nights Obtained - 8 bed nights per annumInvestor Bonus Nights (4 nights per annum for 2021, 2022 year, usable by Dec 2022)

Secured cost per person per night for 10 YearsSecured cost for children under age of 12

Value of Bed Nights Year 1 - Covid 19 RatesEstimated Value of Bed Nights Year 10

-R147 50080

8

R1 676R0

R3000R6341

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First capital raise:

Pre breaking ground

February 2017 - R12.5 Million

Second capital raise

Project in early stages of development.

Required capital underwritten.

February 2018 - R10 Million

Third capital raise

Tourvest makes meaningful investment in Mdluli Safari Lodge Limited

Lodge nearing completion

Bed night only package introduced

August 2019 - R20 Million

Lodge opens to guestsJanuary 2020

Fourth capital raise with a final raise scheduled for August 2020February 2020 - R10 Million

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