MASTER DRILLING GROUP LIMITED – Notice, as required in terms of Section 45(5) (a) of The Act for the Granting Of Financial Assistance

Master Drilling Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI
ISIN: ZAE000171948
(“Master Drilling” or the “Company”)
NOTICE, AS REQUIRED IN TERMS OF SECTION 45(5) (a) OF THE COMPANIES ACT,
71 OF 2008 (THE ACT) FOR THE GRANTING OF FINANCIAL ASSISTANCE
In terms of the provisions of section 45(5)(a) of the Companies Act, 71 of 2008 (“the Act”)
and pursuant to a special resolution passed by shareholders authorising the board of
directors (“the board”) to provide direct or indirect financial assistance to a related and interrelated
company, shareholders are advised that the board adopted a resolution in terms of
sections 45(3)(b) and 45(4) of the Act, authorising the Company to grant financial
assistance.
Shareholders are advised that, on or about 24 July 2015, Master Drilling South Africa
Proprietary Limited (“MD SA”), Master Drilling Malta Limited, Master Drilling Peru SAC,
Master Drilling Mexico SA de CV and Master Drilling Chile S.A (collectively, the “Borrowers”)
and the Company entered into a written facility agreement (“Original Facility Agreement”)
with, inter alia, Absa Bank Limited (“Absa”).
The Borrowers, Master Drilling Exploration Proprietary Limited (“MD Explore”), Master
Drilling International Limited (collectively, the “New Borrowers”) and the Company have
requested, and Absa has agreed, to increase the aggregate amount of the commitment
granted in terms of the Original Facility Agreement by making available two term facilities
(collectively, the “New Facilities”).
Accordingly, the New Borrowers entered into a written amended and restated agreement
(“Amended and Restated Facility Agreement”), with, inter alia, Absa, in terms of which the
Original Facility Agreement was amended and restated and the New Facilities granted to the
New Borrowers.

As a condition to the entry of the Amended and Restated Facility Agreement, MD SA, MD
Explore, Drilling Technical Services Proprietary Limited (“Drill Tech”) and the Company were
required to enter into various security documents in favour of Absa as security for, inter alia,
their obligations under the Amended and Restated Facility Agreement.
Pursuant to section 45 of the Act, the board had satisfied itself and confirms that:
(i) immediately after providing such financial assistance, the Company satisfied the
solvency and liquidity test as provided for in section 4 of the Act; and
(ii) the terms under which such financial assistance is given are fair and reasonable
to the Company.

Fochville
28 June 2017
Sponsor
Investec Bank Limited