FINANCIAL ADVISORY

Mantle Consulting (Private Group) Limited (“Mantle Advisory”) as Financial Advisor to Government of Zimbabwe or (“GOZ”) and its Shareholders will provide services with regards to a single or numerous strategic transactions which may include any combination of a share swap, equity disposal, equity fundraising or any other strategic transaction as contemplated by GOZ (“the Mandate or the Transaction”).

Mantle Consulting is able to assist if GOZ is still exploring various strategic transactions, the final outcome of which is not yet known.

1. The Role of Mantle Consulting

The primary role and principal contractual obligations of Mantle Consulting are to:

Prepare a timetable for the Mandate;

Assess the various transaction options available to the GOZ and provide advice on the benefits and potential drawbacks of each;

Contact and pitch the transaction to credible investors who are potential investors in GOZ

Prepare an Information Memorandum (and other marketing documents) for use in marketing the relevant transaction

Prepare a Valuation Report for use in guiding the determination of the valuation and pricing matrix for any relevant transaction;

Structure the Transaction to the best advantage of the Shareholders and GOZ

Prepare documentation for use in negotiations with potential investors;

Lead and assist the GOZ and its Shareholders in negotiations with potential investors and/or lenders;

Assist GOZ corporate secretary and legal advisors to ensure that the Company complies with the requirements or Relevant legislation and governing regulations, including those of the Companies Act;

Review the projected financial information provided by GOZ

Procure regulatory approvals required to complete the Mandate as assisted by the legal advisors; and

Report to the Government/Company views on the Mandate, based on the information made available.

2. The Role of GOZ

In order to facilitate the successful closure of the Mandate, it is recorded that GOZ will prepare and/or avail to Mantle Consulting:

Information necessary for the assessment of any potential Transaction;

Information necessary for the preparation of the Valuation Report, Information Memorandum and any other documentation as necessary;

Financial forecasts for GOZ

Any other information and documents essential for the execution of the Mandate, including but not limited to that outlined in the Information Request Memorandum to be provided by Mantle Consulting, amongst other documents.

Mantle Consulting shall act in all matters herein recorded only as an agent for the GOZ. Consequently the GOZ reserves the right to make the final decisions on all matters of policy and/or on all significant matters related to the Mandate and Mantle Consulting is obliged to seek and obtain instructions from GOZ in that regard.