NUMERAL LIMITED - Capital/Financing Update 2016

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GO LIFE INTERNATIONAL LIMITED

(Incorporated in the Republic of Mauritius) (Registration number: 098177 C1/GBL) SEM share code: GOLI.N0000 JSE share code: GLI ISIN: MU0330N00004 (“the Company” or “Go Life International”)

PRE-LISTING STATEMENT

This Prelisting Statement to Shareholders (“Prelisting Statement”) is prepared and issued in terms of the JSE Listings Requirements. This Prelisting Statement is not an invitation to the public to subscribe for Shares in Go Life International. It is issued in compliance with the JSE Listings Requirements for the purpose of providing information to the public and investors in respect of Go Life International. The definitions commencing on page 7 of the Prelisting Statement have, to the extent appropriate, been used on this cover page.

Go Life International recently issued a circular dated 15 April 2016 to Shareholders and Listing Particulars (“Circular”) in accordance with the listings requirements of the Stock Exchange of Mauritius (“SEM”). The Circular detailed the substantial and related party acquisitions of Biotech Nutra, Go Life Global and Go Life Health (“related party acquisitions”) as well as the acquisition of Bon Health from an unrelated party. The Shareholders of the Company authorised the related party acquisitions in the Company‟s General Meeting held on 24 May 2016. Following the approval by Shareholders, the LEC granted the Company permission to list 803 349 000 additional Go Life International shares on the Official List of the SEM with effect from the commencement of trade on 03 June 2016, taking the total listed share capital to 900 000 000 shares. Go Life International‟s shares are listed on the Official Market of SEM which constitutes its primary listing.

The majority of the information contained in this Prelisting Statement has been extracted from the Circular which had been vetted by the LEC of the SEM, in conformity with the Listing Rules, on 15 April 2016. Additional disclosures required in terms of the JSE Listings Requirements have been included in this Prelisting Statement, which primarily relate to provision of updated financial information.

Neither the LEC, nor the SEM nor the FSC assumes any responsibility for the contents of this document. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. SEM [9.2; 13.16(j)(i)}; 13.30(b)]

The JSE has granted Go Life International a secondary inward listing by way of introduction on the JSE AltX board under the abbreviated name “Go Life”, share code GLI and ISIN: MU0330N00004. The salient dates are set out below:

Prelisting Statement made electronically available to shareholders on the Company website (http://www.golife.co.za/) and announcement published on SENS on Wednesday, 16 November 2016 Listing date on AltX at commencement of trade on Wednesday, 23 November 2016

On the Listing Date, the total authorised share capital of Go Life International will be 2 000 000 000 ordinary no par value Shares and 900 000 000 ordinary issued shares, of which 600 000 000 will be listed on the South African register at date of listing on the AltX.

Go Life International‟s current stated capital is US$27 000 000 or R405 000 000 at an assumed exchange rate of R15.00 to the US Dollar.

There are no convertible or redeemable shares in issue and the Company does not have any treasury shares.

The shares in Go Life International are traded on the SEM in dematerialised form and in accordance with the Automated Trading System Schedule of Procedures. The shares in Go Life International will only be tradable on the JSE in dematerialised form and, as such, all investors who elect to hold their ordinary shares in Go Life International in certificated form, will have to dematerialise their certificated shares should they wish to trade therein. Shareholders remain entitled to hold Shares in certificated format.

The directors, whose names are given in paragraph 2.2.1 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the Prelisting Statement contains all information required by law and the JSE Listings Requirements.

The Sponsor, Auditors, Reporting Accountants, SEM authorised representative, Mauritian company administrator, bankers, Attorneys and Transfer Secretaries, whose names are set out in this prelisting statement, have given and have not, prior to registration, withdrawn their written consents to the inclusion of their names in the capacities stated.

Copies of this Prelisting Statement are available in English only and may be obtained as from Wednesday, 16 November 2016 from the registered office of Go Life International, the Sponsor and the Transfer Secretaries, at the addresses set out in the “Corporate Information” section. A copy of this Prelisting Statement will also be available on Go Life International website (http://golife.co.za/).

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Sponsor Corporate Advisor Reporting Accountants
Arbor Capital Sponsors One Vision Capital BDO South Africa incorporated
Transfer Secretaries Attorney Auditor
Trifecta Capital Investor JR REID & ASSOCIATES INC PKF(VGA)
Services
J R
Mauritian Company Administrator, Secretary and Independent Property Valuer
SEM authorised representative
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Date of issue: 16 November 2016

CORPORATE INFORMATION AND ADVISORS

SEM [9.1;13.16(j)(i); 13.30(b)]

Sponsor

Arbor Capital Sponsors Proprietary Limited (Registration number 2006/033725/06) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive, Woodmead, 2191 (PO Box 62397, Marshalltown, 2107)

Mauritian Company Administrator, Secretary and SEM authorised representative as to Mauritian Law

AceTer Global Ltd Beau Plan Business Park Pamplemousses, 21001 Republic of Mauritius

Auditors

Grant Thornton Mauritius 9[th] Floor, Ebene Tower 52 Cybercity Ebene Mauritius

South Africa Transfer Secretaries

Trifecta Capital Investor Services (Registration number 2009/018890/07) Trifecta Capital House, 31 Beacon Road Florida North, 1709 (PO Box 61272, Marshalltown, 2107)

Independent Property Valuer

Western Pro Valuers 8 Ten Bells Estate Durbanville, Cape Town, 7550

South African Bankers

First National Bank - Knysna Branch a division of FirstRand Bank Limited. (Registration number 1929/001225/06 Shop 3 Sandpiper Centre, 41 Main Street, The Mulberry Garden, Knysna, 6571 (PO Box 38, Knysna, Western Cape, 6570)

External Company representative

Merrick House, 12 Long Street, Knysna, Western Cape (P.O Box 3180, Knysna, 6570)

Registered office and postal address

Beau Plan Business Park Pamplemousses, 21001 Republic of Mauritius

Corporate Advisor

One Vision Capital (Pty) Ltd (Registration number 2010/019837/07) Second Floor, Eagles View Building 5 Progress Street George, 6529 (PO Box 2095, George 6530)

Reporting Accountants

PKF (VGA), Member firm of PKF International Ltd IRBA number 195499 89 Michelle Avenue, Randhart Alberton, 1449 (PO Box 2690, Alberton, 1450); and

BDO South Africa Incorporated (Registration number: 1995/002310/21) 22 Wellington Road Parktown, 2193 Johannesburg (Private Bag X60500, Houghton, 2041)

Attorneys

JR Reid and Associates 1 Caledon Street George, 6529

Mauritian Bankers

State Bank of Mauritius State Bank Tower 1, Queen Elizabeth II Avenue Port Louis, Mauritius

Date of registration as external company in RSA 26 October 2016

Date and place of Incorporation

1 October 2010, Mauritius

IMPORTANT INFORMATION

The definitions and interpretations commencing on page 7 of this Prelisting Statement apply to this section on Important Information.

FORWARD-LOOKING STATEMENTS

This Prelisting Statement contains statements about the Company that are or may be forwardlooking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the Group; growth prospects and outlook for operations, individually or in the aggregate; and liquidity and capital resources and expenditure. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast”, “likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases.

Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, future capital expenditure levels, and other economic factors, such as, inter alia, interest rates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prelisting Statement.

All these forward-looking statements are based on estimates and assumptions made by the Company, all of which estimates and assumptions, although the Company believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to the Company, or not currently considered material) could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions.

Any forward-looking statement made in this Prelisting Statement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forwardlooking statements contained in this Prelisting Statement after the date of this Prelisting Statement, except as may be required by law.

		Page
Corporate information and advisors		3
Important information		4
Definitions and interpretations		7
PRELISTING STATEMENT		17
Section	1 – Introduction and overview	17
1.1	Incorporation	17
1.2	Overview of Go Life International	18
1.3	History of the Company, the Group and industry background	18
1.4	Group structure	21
1.5	Reasons for secondary inward listing on the JSE	22
1.6	Directors‟ opinion regarding prospects	23
Section	2 - Information about the Company whose securities are being listed	24
2.1	Name, address, incorporation and other information	24
2.2	Directors and key management	25
2.3	Qualification, borrowing powers, appointment, voting powers and remuneration
	of directors of Go Life International	27
2.4	Share capital of the Company	29
2.5	Options or preferential right in respect of shares	32
2.6	Material contracts	32
2.7	Interests of directors and promoters	35
2.8	Loans	35
2.9	Shares issued or to be issued otherwise than for cash	36
2.10	Property acquired or to be acquired	36
2.11	Preliminary expenses and issue expenses	36
2.12	Amounts paid or payable to promoters	37
Section	3 – Statements and Reports relating to the listing	38
3.1	Statement as to adequacy of capital	38
3.2	Report by directors as to material changes	38
3.3	Secondary inward listing on the AltX	38
3.4	Reports issued by the Reporting accountants of the Company	38
Section	4 – Additional material information	39
4.1	Litigation statement	39
4.2	Historical financial information	39
4.3	Dividends and distribution	39
4.4	Acquisitions	39
4.5	Disposals	40
4.6	Advances, loans and borrowings	40
4.7	Experts consent	40
4.8	Director‟s responsibility statement	40
4.9	Vendors and controlling shareholders	41
4.10	Corporate governance	41
4.11	Government protection and investment encouragement law	41
4.12	Material commitments, lease payments and contingent liabilities	41
4.13	Principal immovable property leased or owned	41
4.14	South African Exchange control regulations	41
4.15	Taxation	41
4.16	Documents available for inspection	42

Annexures	Annexures	Page
1A	Extract from the Audited Historical Financial Information on Go Life International	43
1B	Extract from the published quarterly information of Go Life International	58
2A	Independent Reporting Accountant‟s Report on the Historical Financial
	Information on Go Life Health Products	61
2B	Independent Reporting Accountants‟ Report on the Historical Financial
	Information of Gotha Health Products	64
3A	Extract from the Historical Financial Information on Go Life Health Products	67
3B	Extract from Historical Information on Gotha Health Products	83
4	Independent Reporting Accountant‟s Report on the Consolidated Profit Forecast
	for the periods ending 28 February 2017 and 28 February 2018	101
5	Profit Forecasts of Go Life International for the 14 month period ending 28
	February 2017 and the year ending 28 February 2018	105
6	Alterations to Share Capital and premium on shares	115
7	Material Borrowings, Material Loans Receivable, Inter Company Loans and Inter
	Company Transactions	116
8	Other Directorships held by Directors of Go Life International	118
9	Subsidiary Companies	119
10	Details of Immovable Property Held and Leased From Third Parties	121
11	Curriculum vitaes of the Directors and Key Management of Go Life International	123
12	Extracts from the Constitution of the Company	129
13	King Code on Corporate Governance	134
14	South African exchange control regulation	145
15	Lock-up share analysis	147
16	Independent Reporting Accountant‟s Report on the_pro forma_Historical
	Financial Information on Go Life SA	148
17	Extract from the_Pro Forma_Historical Financial Information on Go Life SA	151
18	Analysis Of Risks Facing Shareholders	175
19	Summary Independent Valuer‟s Report	176

DEFINITIONS AND INTERPRETATIONS

In this Prelisting Statement and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meanings stated opposite them in the second column, as follows:

“Companies	Act”	or	the Companies Act, 2008 (No. 71 of 2008), as amended;
“the Act”
“Arbor Capital”			Arbor Capital Sponsors Proprietary Limited, (Registration number
			2006/033725/07), a private company incorporated in accordance with
			the laws of South Africa and Sponsor to Go Life International for
			purposes of its secondary inward listing on the JSE;
“AceTer”			AceTer Global Ltd (Registration number BRN: C13115410 ), a private
			company incorporated in Mauritius and licensed by the FSC and
			Company administrator, Corporate Advisor and SEM authorised
			representative advisor as to Mauritian law;
“Acquisitions”			the direct and indirect related party acquisitions concluded by Go Life
			International of 100% of Go Life Global, 100% of Biotech Nutra and 78%
			of Go Life Health Products through the issue of Go Life International
			shares, which acquisitions were approved by Shareholders on 24 May
			2016 and the acquisition of 100% of Bon Health Properties and 49% of
			Bon Health Care, also settled through the issue of Go Life International
			shares
“AG Holdings”			AG Holdings Limited (Registration number: 123441), a company
			incorporated 10 June 2014 in accordance with the laws of Mauritius,
			having its principal address at Beau Plan Business Park, Pamplemousses
			21001, Republic of Mauritius, the nominee and agent of Go Life Global
			vendor;
“AltX”			the Alternative Exchange of the JSE;
“Auditors”			Grant Thornton Mauritius was appointed as auditor for the year ended
			31 December 2015 and is a Member firm with Mauritius Institute of
			Professional Accountant, Practice number MRN/MF/2007/39, having its
			registered address at 9thFloor, Ebene Tower, 52 Cybercity, Ebene,
			Mauritius; and formerly BDO & Co Limited, a Member firm with
			Mauritius Institute of Professional Accountant, Practice number
			MRN/MF/2007/39, having its registered address at 10 Frère Félix de
			Valois Street, Port Louis, Mauritius and the auditor for the year ended 31
			December 2014;
“BDO” or “BDO South			BDO South Africa Incorporated (Registration number 1995/002310/21),
Africa”			a private company incorporated in accordance with the laws of South
			Africa, further details of which are set out on in the “Corporate
			information” section, the independent reporting accountant on the
			profit forecast;

“Biotech Nutra” Biotech Nutra Limited (Registration number:134779C2/GBL), a company incorporated on 4 December 2015 in accordance with the laws of Mauritius, having its principal address at Beau Plan Business Park, Pamplemousses 21001, Republic of Mauritius, which entity is 100% owned by Go Life International, is currently dormant with share capital of US$100 and will house the intellectual property and know-how of the Go Life International group;
“Biotech Nutra the acquisition of 100% of the shares in Biotech Nutra by Go Life Acquisition” International from the Biotech Nutra Vendor on 03 June 2016 for a purchase consideration of US$100;
“Biotech Nutra the agreement dated 21 December 2014 and subsequent addenda Agreement” thereto last dated 22 March 2016 between Go Life International, Go Life Global and the Biotech Nutra Vendor in respect of the Biotech Nutra acquisition;
“board of directors” or the present board of directors of Go Life International, further details of “the board” which appear in page 17 of this Prelisting Statement; ”Bon Health” Bon Health Care Proprietary Limited, (Registration number 2010/008232/07), a private company duly incorporated in accordance with the laws of South Africa having its registered address at 3rd Floor Skyscape Terraces, DJ Wood Way, Bellville Business Park, 7535, a 100% subsidiary of Go Life Global and which company has remained dormant with share capital of R100 and has been acquired to hold 49% in Bon Health Frail Care and 100% in Bon Health Properties;
“Bon Health Acquisition” the acquisition of 100% of the shares in Bon Health, with effect from 3 June 2016, from the Bon Health Vendor for a purchase consideration of R102 500 000 which was settled in Go Life International shares, including vendor consideration shares;
“Bon Health the agreement dated 27 May 2015 and subsequent addenda thereto Agreement” last dated 05 September 2016 between Go Life International, Go Life Global and the Bon Health Vendor for the Bon Health acquisition;
“Bon Health Frail Care” Bon Healthcare Operations Proprietary Limited, (Registration number 2015/164797/07), a private company duly incorporated in accordance with the laws of South Africa having its registered address at 3rd Floor Skyscape Terraces, DJ Wood Way, Bellville Business Park, 7535, held 49% by Bon Health and 51% by the Calitz Trust, which company was incorporated in anticipation of the Bon Health Acquisition on 22 May 2015 and which operates as a retirement and frail care service provider in the Southern region of the Western Cape through properties held by Bon Health Properties and which is an associate of Go Life International;
“Bon Health Properties” Bon Healthcare Property Holdings Proprietary Limited, (Registration number 2015/164849/07), a private company duly incorporated in accordance with the laws of South Africa having its registered address at 3[rd] Floor Skyscape Terraces, DJ Wood Way, Bellville Business Park, 7535, held 100% by Bon Health, which was incorporated in anticipation of the Bon Health Acquisition on 22 May 2015 and which company will hold the properties through which Bon Health Frail Care conducts its business as a retirement and frail care service provider.

”Bon Health Vendor” Calitz Trust; “business day” any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;
“CAGR” the compound annual growth rate (CAGR) is the mean annual growth rate of an investment over a specified period of time longer than one year. To calculate compound annual growth rate, divide the value of an investment at the end of the period in question by its value at the beginning of that period, raise the result to the power of one divided by the period length, and subtract one from the subsequent result.
“Calitz Trust” the Calitz Family Trust (IT 2422/1994), a discretionary family trust of which Mornè Charles Calitz is a beneficiary and trustee, of address 3[rd] Floor Skyscape Terraces, DJ Wood Way, Bellville Business Park, 7535, which trust is registered in accordance with the laws of South Africa, having its registered address at 3[rd] Floor Skyscape Terraces, DJ Wood Way, Bellville Business Park, 7535, and the vendor of Bon Health. The Calitz Trust holds 134 000 000 shares (14.88%) of Go Life International;
“Cell” a cell created by a Protected Cell Company for the purpose of segregating and protecting Cellular Assets in the manner provided by the PCC Act;
“Cell Share” shares created and issued by the Company prior to its conversion to a limited company, in respect of Cells with rights as may be determined by the Directors, pursuant to the provisions of the PCC Act, the proceeds of which (the „Cell Share Capital‟) are comprised in the cellular assets attributable to that Cell;
“Cellular Assets” in relation to Cell 1 of the PCC, the assets of the Company attributable to Cell 1 comprising assets represented by the proceeds of the issue of Shares of Cell 1, reserves (including retained earnings, capital reserves and share premiums) and all other assets attributable to Cell 1;
“Cellular Dividend” a dividend payable by the Company in respect of Cell 1;
“Cellular Liabilities” liabilities of the Company attributable to Cell 1;
“Cellular Profit” profits attributable to Cell 1;
“certificated holders of certificated shares; shareholders”
“CEO” Chief Executive Officer;
“certificated shares” issued ordinary shares which have not been dematerialised, title to which is represented by share certificates or other physical documents of title;
“CFO” Chief Financial Officer;
“CIPC” Companies and Intellectual Property Commission in South Africa;

“cGMP”	Current Good Manufacturing Practice (CGMP) regulations. The cGMP
	regulations for drugs contain minimum requirements for the methods,
	facilities, and controls used in manufacturing, processing, and packing
	of a drug product. The regulations make sure that a product is safe for
	use, and that it has the ingredients and strength it claims to have;
“common monetary	South Africa, the Republic of Namibia and the Kingdoms of Swaziland
area”	and Lesotho;
“Company” or “Go Life	Go Life International Limited, a Mauritian public company formerly
International”	incorporated as a PCC, with company number 098177 C1/GBL, which
	company has a primary listing on the SEM since 7 July 2011 and
	pursuant to this Prelisting Statement, will have a secondary inward
	listing on the AltX. The Company was registered as an external
	company at CIPC with company registration number 2016/465069/10
	and it is classified as domestic for the purposes of Exchange Control as
	it is an inward listing;
"Company Secretary"	any person appointed by the Directors to act as a corporate secretary
	for the Company and for the time being, AceTer;
“controlling	indirectly Gerhard Naudè, through voting control of the Company
shareholder(s	through the Naudè Family Trust;
“Constitution”	the constitution of the Company, being the Mauritian equivalent of a
	Memorandum of Incorporation provided for in South African law;
“CSDP”	a Central Securities Depository Participant, accepted as a participant
	in terms of the Financial Markets Act, 2012 (as amended), appointed
	by an individual shareholder for purposes of, and in regard to the
	dematerialisation of documents of title for purposes of incorporation in
	the South African share register through Strate;
“Dan Bundhoo”	Satnarain Prianarad Dan Bundhoo (Passport number: B2410391002247),
	former Non- Executive Chairperson of Go Life International, resigned on
	31 October 2014 and subsequently deceased;
“Danilinova Trust”	the Danilinova Trust, duly registered by AceTer Global as a trust under
	the laws of Mauritius with the sole trustee being AceTer Global, with
	Gerhard Naudè as the protector, having its registered address at Beau
	Plan Business Park, Pamplemousses 21001, Republic of Mauritius,
	previously holding 100% shares of Go Life Global prior to it being
	acquired by Go Life International;
"dematerialise" or	the process in South Africa whereby certificated shares are converted
“dematerialisation”	into electronic format for purposes of Strate and are no longer
	evidenced by documents of title, and "dematerialised shares" will have
	a corresponding meaning;
“dematerialised shares”	shares which have been dematerialised and incorporated into the
	Strate system in South Africa;
“dematerialised	a holder of dematerialised shares in South Africa;
shareholder”
“directors” or “directors	the directors of the Company whose details are set out in paragraph
of Go Life International”	2.2.1 and Annexure 11 to this Prelisting Statement;

“documents of title”	share certificates, certified transfer deeds, balance receipts or any
	other documents of title acceptable to Go Life International in respect
	of shares;
“EBITDA”	earnings before interest, taxation, depreciation and amortisation;
“emigrant”	an emigrant from South Africa whose address is outside the common
	monetary area;
“EU”	European Union;
“Eugene Alt”	Eugene Alt, having his address at 2 Sunbird Street, Eastford Glen,
	Knysna, 6570, RSA, Marketing Director of Go Life Global; appointed
	01 June 2016;
“Euro” or “€”	the official currency of the European Union;
“Exchange Control	the Exchange Control Regulations in South Africa, promulgated in
Regulations”	terms of Section 9 of the Currency and Exchanges Act, 1933 (Act 9 of
	1933), as amended;
“Financial Markets Act”	the South African Financial Markets Act, 2012 (Act 19 of 2012), as
or “FMA”	amended from time to time;
“Financial Services Act”	the Mauritian Financial Services Act, 2007 (Act 14 of 2007), as amended
or “FSA”	from time to time;
“FSC”	the Financial Services Commission in Mauritius establishedunder
	section 3 of the Financial Services Act;
“GBL”	a Global Business Licence issued by FSC;
“Gerhard Naudè”	Gerhard Christiaan Jacobus Naudè, having his address at Merrick
	House, 12 Long Street, Knysna, RSA, CEO of Go Life International;
	appointed 15 November 2011;
“Go Life Global”	Go Life Global Limited (Registration number: 105917c2/GBL), a
	company incorporated in accordance with the laws of Mauritius, a
	wholly owned subsidiary of Go Life International and the sub-holding
	company of Go Life SA, Biotech Nutra and Bon Health;
“Go Life Global	the acquisition of 100% of the shares in Go Life Global on 03 June 2016
Acquisition”	from the Go Life Global vendor for a purchase consideration of US$100
	to be settled in cash;
“Go Life Global	the Main Agreement and subsequent addenda thereto last dated
Agreement”	01 March 2016 between AG Holdings, Go Life Global and Go Life
	International;
“Go Life Global vendor”	Danilinova Trust;
“Go Life Health” or “Go	Go Life Health Products Limited (Registration number 2007/007603/06),
Life Health Products”	a company incorporated in accordance with the laws of South Africa
	and the distributor of the Go Life Health product ranges. Go Life Health
	Products is 100% owned by Go Life International, being a direct
	shareholding of 22% and 78% through Go Life Global;

“Go Life Health Products	the acquisition of 78% of the shares in Go Life Health Products on
Acquisition”	03 June 2016 from the Go Life Health Products vendor for a purchase
	consideration of US$18 600 000 settled in 620 000 000 Go Life
	International shares which include vendor consideration shares;
“Go Life Health	the agreement dated 04 December 2014 and subsequent addenda
Agreement”	thereto last dated 12 May 2015 between Go Life International and the
	Go Life Health Products vendor for the Go Life Health Products
	acquisition;
“Go Life Health Products	the Naudè Family Trust;
Vendor”
“Go Life International	Go Life International and its subsidiaries from time to time;
Group”
“Go Life SA”	refers to Go Life International‟s South African subsidiaries being Go Life
	Health Products and Gotha Health Products, which is regarded as a
	substantial acquisition after the year end of Go Life International in
	accordance with the JSE Listings Requirements;
“GMP”	Good Manufacturing Practice in South Africa. Good manufacturing
	practices (GMP) are the practices required in order to confirm the
	guidelines recommended by agencies that control authorization and
	licensing for manufacture and sale of food, drug products, and active
	pharmaceutical products. These guidelines provide minimum
	requirements that a pharmaceutical or a food product manufacturer
	must meet to assure that the products are of high quality and do not
	pose any risk to the consumer or public.
“Gotha Health	Gotha Health Products Proprietary Limited (Registration number
Products”	2015/094100/07), a private company registered in South Africa in
	accordance with the laws of South Africa (formerly Gotha Health
	Products CC (Registration number 2004/092583/23), a 100% subsidiary
	of Go Life Health Products, incorporated as a close corporation on
	08 September 2004 and converted to a private company on 18 March
	2015;
“Gotha Health Products	Quinton Matzner and Robert Matzner, who will receive R18 000 000 in
Vendors”	cash (owing by Go Life Health Products way of loan account) and who
	have received 38 000 000 Lock Up Shares from the Naudè Family Trust
	in settlement of pre-existing obligations of Go Life Health Products
	relating to the acquisition of 100% of Gotha Health Products by Go Life
	Health Products;
“Gotha	Gotha Pharmaceuticals CC (Registration number 1998/040257/23), a
Pharmaceuticals”	close corporation that is contracted to manufacture products under
	licence from Gotha Health Products and Go Life Health Products on an
	arm‟s length basis and not part of the Go Life International group;
“Grant Ramnauth”	Grant Munesh Sharma Ramnauth (Passport number: R27105901376A),
	having his address at Block C2 Apt 601, Cyber Village, Ebene, Mauritius,
	former Independent Non-Executive Director of Go Life International;
	appointed 31 December 2014 and resigned on 18 November 2015;

“Greg Gilbert”	Greg Gilbert, having his address at Boskydell Farm No 539, Holt Hill,
	Plettenberg Bay, 6600, a non-executive director of Go Life Global;
“IFRS”	International Financial Reporting Standards, which comprise standards
	and interpretations approved by the International Accounting
	Standards Board, International Financial Reporting Interpretations
	Committee and International Accounting Standards, and Standing
	Interpretations Committee interpretations approved by the
	International Accounting Standards Committee;
“Jaap Rabie”	Jaap Rabie, having his address at Merrick House, 12 Long street,
	Knysna, 6570, South Africa, a director of Go Life Global, appointed
	01 June 2016;
Johan Terblanche	Johan Terblanche, having his address at Merrick House, 12 Long Street,
	Knysna, 6570, South Africa, a director of Go Life Global, to be
	appointed pursuant to the listing on AltX;
“JSE”	the JSE Limited, (Registration number 2005/022939/06), a public
	company duly registered and incorporated with limited liability in
	accordance with the laws of South Africa and licensed as an
	exchange under the FMA;
“JSE Listings	the JSE Listings Requirements, as amended from time to time;
Requirements”
“King Code” or King III”	the revised Code of and Report on Governance Principles for South
	Africa, effective from 01 March 2010;
“Lana Du Plessis”	Dr Lana Du Plessis, having her address at Merrick House, 12 Long street,
	Knysna, 6570, South Africa, a non-executive director of Go Life Global;
“Last Practicable Date”	the last practicable date prior to the finalisation of this Prelisting
	Statement, being 1 November 2016;
“Laurent Marie”	Laurent Paulin Jean-Daniel Marie (Passport number: M2206883822596/
	1216456), having his address at 42 Ave Pelican Termasson, Pointe Ave
	Sables, Port Louis, Mauritius, Non-executive Director of Go Life
	International, appointed 4 November 2014;
“LEC”	the Listing Executive Committee of the SEM
“Le Gato”	Le Gato Versorgingsoord CC , registration number CK2004/027174/23,
	Third floor, Skyscape Terraces, DJ Wood Way, Bellville, 7530, which frail
	care operations were transferred to Bon Health Frail Care during June
	2016 and which operates from the properties known as Huis Verdi, Le
	Gato and Bonne Sante, and La Vie Est Belle, acquired as part of the
	Bon Health Acquisition;
“listing on the JSE”	the secondary inward listing of Go Life International on the AltX in
	accordance with the JSE Listings Requirements;
“listing on the SEM”	the original listing of Go Life International PCC on the SEM on Tuesday, 7
	July 2011 in terms of the SEM Listing Rules;
“listing”	the listing on the JSE;

“listing date”	the date of the secondary inward listing of the Company‟s issued
	shares on the AltX, being Wednesday, 23 November 2016;
“Lock Up Shares”	Shares arising from the Acquisition Agreements concluded between
	Go Life International and the Vendors prohibiting these Vendors from
	selling any shares of Go Life International for a specified period of time
	after the Go Life International listing on AltX;
“management”	the current management of the Company, as detailed in paragraph
	2.2;
“Main Agreement”	the agreement dated 21 December 2014 and subsequent addenda
	thereto last dated 01 March 2016 between Go Life International and
	AG Holdings as agent for the Danilinova Trust for the acquisition of
	100%, comprising 100 shares in Go Life Global, for a consideration of
	US$100 and the subsequent Acquisitions by Go Life Global in terms of
	the Go Life Health Products Agreement, the Biotech Nutra Agreement,
	the Bon Health Agreement as well as settlement of promoter fees,
	director costs and other associated costs, which were settled by way of
	the issue of 803 349 000 shares in Go Life International on 3 June 2016
	and by way of cash, as applicable;
“Maria Naudè”	Maria Elizabeth Naudè, having her address at Blue Hills Bird Farm, Holt
	Hill 25, Plettenberg Bay, 6600 ), trustee of the Naudè Family Trust;
“Marthinus Wolmarans”	Marthinus Johannes Wolmarans, having his address at Bubesi House,
	Wellington Park, Wellington Road, Durbanville, RSA, CFO of Go Life
	International; appointed CFO on 1 October 2010;
“Mauritian Companies	the Mauritian Companies Act, 2001 (Act 15 of 2001) as amended;
Act”
“Mauritian share	the share register maintained on behalf of the Company in Mauritius by
register”	the Mauritian company administrator;
“Mauritius”	the Republic of Mauritius;
“MCC”	the Medicines Control Council of South Africa, a body which fulfils the
	function of regulating and controlling the registration of medicine in
	South Africa. This body is governed by the provisions and requirements
	of the Medicines and Related Substances Control Act No. 101 of 1965,
	and the Regulations and Guidelines published in terms thereof in South
	Africa, which describe the information required for the registration of
	“medicines” and for an application to amend a registered medicine;
“MD”	Managing Director;
“Naudè Family Trust”	the Naudè Family Trust (IT 3934/98), is a discretionary family trust of the
	family of Gerhard Naudè, with trustees being Gerhard Naudè and
	Maria Naudè, which trust is incorporated under the laws of South
	Africa, having its registered address at 2ndFloor, Merrick House, Long
	Street, Knysna, 6570, the Go Life Health Products vendor;
“Non-cellular assets” or	assets which are not attributable to any Cell created by the Company;
“Core”

“non-resident”	a person whose registered address is outside the common monetary
	area and who is not an emigrant;
“Oliver Berhardt”	Oliver Berhardt (Passport number: B2812798210230), having his address
	at La Tourelle View, La Mivoie, Riviere Noire, Mauritius, Independent
	Non-Executive Director of Go Life International; who has accepted
	appointment to the board with effect from 19 November 2015, but
	which appointment still requires filing with the relevant Mauritian
	regulator pending receipt of one final “Know Your Client” document;
“ordinary shares” or	ordinary shares of no par value in the share capital of the Company;
“shares”
“PCC”	a Protected Cell Company, as defined in the PCC Act;
“PCC Act”	the Protected Cell Companies Act of 1999 of Mauritius, as amended;
“Pieter Du Plessis”	Pieter Du Plessis, having his address at 12 Long Street, 2ndFloor, Merrick
	House, Knysna, 6571, South Africa, appointed 01 September 2016 as a
	Director of Bon Health Properties, pursuant to the listing on AltX;
“PKF” or “PKF(VGA)”	PKF(VGA) Chartered Accountants Partnership, a member firm of PKF
	International Ltd, under IRBA number 195499, based at 89 Michelle
	Avenue, Randhart, Alberton, 1449 and TH7 Thesen Harbour, Knysna,
	6570, the auditor of Go Life Health Products and Gotha Health Products
	and reporting accountant on the historical financial information;
“Products”	plant and animal products including but not limited to Magnesium,
	Acetyl L Carnitine, Aginine, Aloe Ferox, Leonotis Oxymfolia and Ostrich
	Oil;
“Quinton Matzner”	Quinton Matzner, having his address at 34 Commercial Centre,
	Commercial Road, Sidwell, Port Elizabeth, 6000, PO Box 7098, Newtown
	Park, 6055, previously holding 40% of Gotha Health Products and is a
	Gotha Health Products vendor;
“Rand” or “R” or “cents”	South African Rand, the official currency of South Africa;
“register”	the register of Go Life International shareholders;
“Reporting	BDO and PKF;
Accountants”
“Robert Matzner”	Robert Matzner, having his address at 34 Commercial Centre,
	Commercial Road, Sidwell, Port Elizabeth, 6000, PO Box 7098, Newtown
	Park, 6055, previously holding 60% of Gotha Health Products and is a
	Gotha Health Products vendor;
“this Prelisting	the bound document dated 16 November 2016, including all
Statement”	annexures and enclosures thereto;
“SA” or “RSA” or “South	the Republic of South Africa;
Africa”

“SA transfer	Trifecta Capital Investor Services Proprietary Limited (Registration number
secretaries” or	2009/018890/07), a private company incorporated in accordance with the
“transfer secretaries”	Company laws of South Africa and the South African transfer secretaries to
	the Company, further details of which are set out on in the “Corporate
	information” section;
“SARB”	the South African Reserve Bank;
“SA share register”	the share register maintained on behalf of the Company in South Africa by
	the SA transfer secretaries;
“SEM”	the Stock Exchange of Mauritius Limited established under the repealed
	Stock Exchange Act, 1988 and governed by the Securities Act, 2008 of
	Mauritius;
“SEM Listing Rules”	the Listing Rules of the SEM governing the Official List of the SEM;
“SENS”	the Stock Exchange News Service of the JSE;
“shareholders”	the holders of issued ordinary shares;
“Skyscape	Skyscape Investments 101 CC , registration number CK2011/014828/23, at
Investments”	Third floor, Skyscape Terraces, DJ Wood Way, Bellville, 7530, which
	operations have been transferred to Bon Health Frail Care and operating
	from the properties known as Skyscape Terraces, Fonteine Bleau and Villa
	Cortona, acquired as part of the Bon Health Acquisition;
“Strate”	the settlement and clearing system used by the JSE, managed by Strate
	Proprietary Limited, (Registration number 1998/022242/07) a private
	company duly incorporated under the laws of South Africa;
“Subsidiaries”	the direct and indirect subsidiaries of Go Life International, namely Biotech
	Nutra, Bon Health and Bon Health Properties, Go Life Global, Go Life Health
	Products and Gotha Health Products,
“Tinus Lotz”	Advocate Tinus Lotz (Passport number: (6407055037080), having his address
	at Second Floor, Eagles View Building, 5 Progress Street, George , PO Box
	2095, George, 6530, Legal and Corporate Advisor to Go Life International;
“US” or “USA”	United States of America;
“USD” or “$”	United States Dollars, the official currency of the USA;
“VAT”	value-added tax levied in terms of the Value-Added Tax Act 1991 (Act 89
	of 1991);
“vendor	shares in Go Life International to be placed on behalf of certain of the
consideration	Vendors for cash;
shares”
“Vendors”	the Go Life Health Products vendor (which includes the settlement of
	shares to the Gotha Health Products vendors), the Biotech Nutra vendor,
	the Bon Health vendor and the Go Life Global vendor; and
“Yusuf Sooklall”	Yusuf Mohamed Sooklall (Passport number: S2903572301684), having his
	address at 142 Mosque Road, Midlands, Mauritius, Independent Non-
	Executive Chairperson of Go Life International, appointed Non-Executive
	Director in 4 July 2011.

==> picture [173 x 66] intentionally omitted <==

GO LIFE INTERNATIONAL LIMITED

(Incorporated in the Republic of Mauritius) (Registration number: 098177 C1/GBL) SEM share code: GOLI.N0000 JSE share code: GLI ISIN: MU0330N00004

(“the Company” or “Go Life International”)

PRELISTING STATEMENT

Directors of the Company

Yusuf Sooklall (Independent Non-Executive Chairman)# Gerhard Naudè(Chief Executive Officer) Marthinus Wolmarans (Chief Financial Officer) Oliver Berhardt (Independent Non-Executive Director)# Laurent Marie (Independent Non-Executive Director)#

*South African

#Mauritian

SECTION 1 - INTRODUCTION AND OVERVIEW

1.1 Incorporation

The Company was incorporated on 1 October 2010 as a public company limited by shares under the Mauritian Companies Act and holds a Category 1 Global Business Licence (Licence No – C110009034) issued by the Mauritius FSC. Go Life International is registered in the Republic of Mauritius and was listed on the SEM on 07 July 2011 following the issue of 96 651 000 shares at US$0.10 per share.

The Company was previously structured as a PCC under the PCC Act and was converted into a limited company and changed its name to Go Life International Limited by way of a shareholder resolution on 31 March 2015. The name change was approved on 16 June 2015 in anticipation of the inward listing on AltX and the conversion to a limited company became effective on 03 June 2016. The primary listing will be retained on the SEM.

On listing on the SEM in 2011, Go Life International held a 22% effective interest in Go Life Health Products. In terms of the Main Agreement signed on 21 December 2014, Go Life International mandated Go Life Global to secure the various Acquisitions as detailed in this prelisting statement, appoint a promoter and settle costs incurred by directors and associated costs. Go Life International acquired 100% in Go Life Global for US$100 on 3 June 2016.

1.2 Overview of Go Life International

Go Life International was established to leverage the strength of existing South African nutraceutical companies, Go Life Health Products and Gotha Health Products (collectively Go Life SA), and to drive the presence of the South African products and brands across the global nutraceutical market.

Gotha Health Products has been active in promoting health support products since 2005. For the year ended 29 February 2016, as detailed in Annexure 3B to this Prelisting Statement, turnover of US$673k (R10.1 million) was achieved and this forms a solid platform from which to launch a wider product range for the enlarged group. Products are currently sold through major outlets or chain stores. In addition, these products are also sold through a network of independent pharmacies. Operations commenced in the Eastern Cape and distribution has recently expanded into other provinces in South Africa on the back of a new marketing campaign.

The Company has also entered into a strategic relationship with Bon Health, which operates frail care clinics in the Western Cape and in which Go Life International holds a 49% associate interest in Bon Health Frail Care. As part of this acquisition, the Company also holds an effective 100% interest in Bon Health Properties, which holds the Bon Health properties, and through which the frail care operations are conducted.

The only remaining condition of the Acquisitions is the listing on AltX, which is required by the South African Exchange Control authorities. The company will list on the AltX on Wednesday, 23 November 2016. The shares for the Acquisitions are currently held in trust on a temporary share register by Trifecta Capital Investor Services until such time as the shares are listed on AltX.

1.3 History of the Company, the Group and industry background

Go Life International was established in 2010 to achieve the following key aims:

Reinforce the successes achieved by Go Life SA in the South African market.
Launch the Go Life brand and products into the attractive global nutraceutical market.  Globally, pharmaceutical and healthcare expenditure is also expected to rise sharply across this decade, from US$6.12 trillion in 2010 to US$10.83 trillion in 2020, marking an increase of approximately 77%. The bulk of this expenditure is expected to go to e-health (e-commerce) and preventive healthcare. (http://ww2.frost.com/news/pressreleases/nutraceuticals-play-major-role-preventive-healthcare-says-frost-sullivan/)
Amidst the rising costs of healthcare, there is a shift from treatment to prevention via health and wellness achieved through proper nutrition and usage of nutraceuticals. Globally, the nutraceuticals market earned US$155 billion in revenue in 2013 and is expected to grow at a CAGR of 7.0% to reach US$211 billion by 2018. (http://ww2.frost.com/news/press-releases/nutraceuticals-play-major-role-preventive-healthcare-says-frostsullivan/)
Nutraceuticals are products that provide nutrients through various formats including dietary supplements and functional beverages and fortified foods. The world is moving to condition based nutrition where nutraceuticals play a large role. Nutraceuticals are moving away from traditional formats to very focused products addressing specific conditions. This will help customers select the right nutraceutical product based on their demographics, health benefits and purpose. (http://ww2.frost.com/news/pressreleases/nutraceuticals-play-major-role-preventive-healthcare-says-frost-sullivan/)

Subsequent to this, Go Life International identified the opportunity to expand the Go Life Health Products and Gotha Health Products product range into the rest of the world.

Go Life Health Products and Gotha Health Products

Gotha Health Products was launched in 2005 to market nutraceutical products originally developed by Gotha Pharmaceuticals, which holds the patents and formulations. Go Life Health Products and Gotha Health Products hold the exclusive rights to distribute the product range in South Africa and the rest of the world. The products manufactured by Gotha Pharmaceuticals are natural and have been specifically developed to meet the evolving healthcare needs of modern society. Comprehensive medical research has been conducted on the products of Gotha Health Products and their ingredients.

All products are manufactured to strict GMP standards and have been registered with the MCC in South Africa. Gotha Health Products historically concentrated on marketing and distributing its products to the ethnic black market in South Africa, with the majority of its marketing and 80% of its sales originating in the Eastern Cape, a traditionally lower-income area. Since inception Gotha Health Products delivered a strong performance, growing its turnover from R174 000 (2005) to over R10.161 million (2016) . Annexure 3B Consolidated Statement of Comprehensive Income 29 February 2016

In late 2007, entrepreneur Gerhard Naudè approached Gotha Health Products with a proposal to launch its products under a second, more contemporary brand able to extend product reach throughout South Africa. The Go Life brand was thus launched in June 2008 with the primary long term goal of becoming the market standard in the non-prescription pharmaceutical market, in South Africa and globally. However, the Gotha brand will also be retained as a recognised brand in South Africa and will also be marketed into the rest of Africa.

The Go Life product range proved to be well suited to the broad South African retail environment. Go Life International is in advanced negotiations to conclude shelf space agreements with one of the main retail chain stores in South Africa, as well as individual pharmacies in most major towns and cities.

Since 2008, Go Life Health Products has established a distribution footprint covering the whole of South Africa. The Company has its products in a large retail pharmaceutical chain and the brand currently services outlets and stockists in every major town and city. The majority of its revenue currently comes from the Eastern Cape, Western Cape and Kwa-Zulu Natal where the products were first launched.

Go Life International products success stories are founded on patented technologies, products, ingredients and proprietary formulas held by Go Life Health Products. These have been researched and developed over many years by dedicated teams of renowned scientists and practitioners in the medical and pharmaceutical industries in South Africa. Go Life International´s product range is based on a combination of selected vitamins, co-factors and minerals, as well as specific natural ingredients.

The most successful health products are used to assist in the treatment of metabolic diseases, e.g. chronic inflammation, cardiovascular disease, support in the treatment of cancer, treatment of stress-related problems, cognitive disorders, weight reduction, sensual deficiencies and skin disorders such as inflammation, scars, cellulite and wrinkles.

The proprietary technology base allows the group to expedite the formulation or creation of novel products to extend current product lines and broaden the product base to meet customer demands. Additionally, the unique natural plant based extracts formulated into the products, for example South African and Peruvian/Indian herbs and plant extracts, affords the group a unique marketing advantage. Production methods are validated and continuously audited by regulatory authorities and comply with the highest standards such as current GMP. Go Life International's products are also registered with the MCC.

Consumers have come to trust the Gotha Health Products and Go Life Health Products brands. The quality, effectiveness and pricing ensure that a lasting relationship is formed with the consumer and this will be carried across to new Global markets. Consumers have indicated a willingness to refer the products to friends and family members and this is expected to increase the footprint in addition to traditional marketing techniques.

Go Life Health Products and Gotha Health Products have a proven track record in remedying certain ailments, with thousands of testimonials from satisfied customers to support these claims. The middle to upper class markets (Living Standards Measure [“LSM”] 5-11) have over the last ten years become very open to natural products, vitamins and mineral supplements. This can be directly linked to the sudden accessibility of information on health through the media and the Internet during this period.

The Go Life Health Products and Gotha Health Products product ranges were created by Dr Henry Davis, the owner of Gotha Pharmaceuticals and a medical doctor with a keen interest in genetics and metabolism. Dr Davis has been involved in clinical research and concept development in the pharmaceutical industry for over fifteen years. Over this time he focused much of his research on assessing the health benefits of natural products (including Magnesium, Acetyl L Carnitine, Arginine, Aloe Ferox, Leonotis Oxymfolia Omega 3, Q10, Vitamin D and Ostrich Oil), and has used his extensive knowledge to create an extensive range of patented formulas.

Production methods are validated and continuously audited by regulatory authorities and comply with the highest standards, such as current GMP. Go Life International's products are also registered with the MCC.

While roughly 72% of South Africa's African population use natural medicines for primary health care, selections of these herbs have only been packaged and sold in retail outlets relatively recently. The organic and health products industry has thus grown extensively over the last ten years. Equally, over this period natural products have evolved from servicing market segments to be considered a viable choice for mass market consumers wishing to improve their quality of life and levels of vitality . http://www.health24.com/Natural/Natural-approach/African-traditional-medicinebetter-than-pills-20140821

In line with movements across the global economy, the complementary medicines market is continuing to expand in South Africa. The market is currently worth R2.5 billion per year, and is - growing at a steady annual pace of 12% to 15% per annum. (http://ww2.frost.com/news/press releases/nutraceuticals-play-major-role-preventive-healthcare-says-frost-sullivan/

The Go Life brand was carefully selected and is seen to be a more universal brand, which expounds a lifestyle of health and can be spread into any market place. The Gotha Health Products brand has been built up over a period of five years and both brands will be retained. The Go Life Health Products promotion and marketing division has established a network of trained promoters around South Africa and is active in the global social media environment and maintains a strong digital presence across the spiralling global online community. Many articles have been published in leading South African magazines.

The financial information for the two years ended 29 February 2016 and 28 February 2015 relating to Go Life Health Products and Gotha Health Products and the pro forma consolidated financial information on Go Life SA is included in Annexure 3A, Annexure 3B and Annexure 17 respectively to this Prelisting Statement as Go Life Health Products is regarded as a substantial acquisition in terms of the JSE Listings Requirements. Accordingly, Reporting Accountant‟s Reports are included in Annexure 2A, Annexure 2B and Annexure 16 of the Prelisting Statement.

The Go Life International Group

Go Life International, through Go Life SA, enjoys its own proprietary suite of formulation technologies protected, either through granted patents, by undisclosed company know-how or through exclusive distribution agreements. Go Life International also owns extensive knowhow for the application of this technology, giving it a unique marketing advantage in the nutraceutical and cosmeceutical sector.

Go Life International has access to various unique formulations and ingredients which offer unparalleled efficiency in a number of applications. More than forty novel products are currently manufactured and marketed.

Health/Frail Care Clinics

Health/Frail Care Clinics ] Go Life International has indirectly acquired an associate interest in all the frail care centres of Bon Health as well as a 100% interest in Bon Health Properties.

At present, Bon Health Frail Care operates four frail care centres. Bon Health has been a leading frail care operator in the Western Cape since 2004 and is in the process of securing additional retirement and frail care developments in the Southern Cape. Bon Health Frail Care has being invited to take over the management of third party frail care facilities, both established and in the design phase. Direct access to these frail care centres will provide Go Life International with the opportunity to introduce and sell products to the residents. The use of selected nutraceuticals and cosmeceuticals will have a significant effect on the health of the residents, offering a substantial reduction in nursing costs as a consequence of improved health.

The 51% interest in Bon Health Frail Care will be retained by Calitz Trust, the existing operator of the frail care clinics for the last 12 years, who will continue to be responsible for the frail care operations.

1.4 Group Structure

The group structure on listing on AltX is set out below:

==> picture [377 x 289] intentionally omitted <==

A general description of the business of each of the subsidiaries and associates of the group going forward is set out below:

Name of subsidiary	Description of business
Biotech Nutra	The owner of intellectual property, formulations, knowledge and
	know-how in the future.
Bon Health	The holding company of Bon Health Properties (100%) and
	holding 49% in Bon Health Frail Care.
Bon Health Frail Care	Alzheimer, frail care and sub-acute centres
Bon Health Properties	The property holding company for frail care Alzheimer centres
	operated by Bon Health Frail Care.
Go Life Global	The holding company for all the group sales, marketing and
	distribution conducted through Go Life Health Products and
	Gotha Health Products.
Go Life Health Products	Distributer of the products of Go Life Health Products and Gotha
	Health Products to Africa and Asia, based in South Africa.
Gotha Health Products	Distributer of the product ranges of Gotha Health Products,
	based in South Africa.

1.5 Reasons for secondary listing on the JSE

Go Life International is seeking a secondary inward listing on the JSE pursuant to the acquisition of the remaining 78% interest in Go Life Health Products and the Bon Health Acquisition from South African shareholders for shares in Go Life International in order that they may retain these shares in compliance with the South African Exchange Control Regulations. Certain of the Bon Health vendor shares will be placed with interested international and local investors after the listing on the AltX.

In addition, the listing will seek to:

broaden the investor base of Go Life International and afford international investors the opportunity to invest in the Company;
enhance potential customers and investors‟ awareness of the Company;
provide investors the opportunity to participate directly in the income streams and future capital growth of the Company and provide current investors with an additional market for trading the Company‟s shares;
enable international investors to support the Group‟s global growth strategy by investing in a Company on a more liquid and internationally recognised stock exchange.

1.6 Directors‟ opinion regarding the prospects

The directors of the Company believe that the Group has excellent prospects based on the following:

the potential for continued and flourishing trade is exponential as certain products in the range carried by Go Life International are suited for introduction into virtually each and every household.
the global market for health supporting products (nutraceuticals and cosmeceuticals) represents one of the fastest growing segments in the pharmaceuticals-related market boasting annual growth rates of around 10%. The nutraceutical market size was estimated to be worth US$155 billion in 2013 and is expected to grow to more than US$211 billion by 2018. The combined cosmeceutical and nutraceutical market is expected to reach US$500 billion in 2018. (http://ww2.frost.com/news/press-releases/nutraceuticalsplay-major-role-preventive-healthcare-says-frost-sullivan)
Go Life International has an established production infrastructure in South Africa and Europe and additionally, aims to establish a production site in the US. This facility will be

operated by experienced pharmaceutical personnel and specialists and will allow for flexibility in the targeted market and full control of all proprietary know-how, technology and product formulation.

The Company will also consider bulk manufacturing for fill and form operations with third parties. In addition, all logistics are already established for fast, efficient delivery of products to the supply chains and end consumers.
The Company adds value to the market by combining its extensive knowledge with exceptional product innovation, providing solutions to the unmet medical needs of a growing world population.
The Company has already established marketing routes and functional distribution networks evolved from its own experience and adapted for the needs of specific regions as follows:
South Africa: Products are sold through outlet chains and through a network of independent pharmacies. Currently, there are 261 outlets in the Eastern Cape Province, which include 150 pharmacies. It is estimated that the number of outlets will increase to 1 029 throughout South Africa in the next two years through distribution agreements that have already been signed.
Europe: Go Life International has already established a consumer base predominantly in Europe through negotiations with the ALDI Group. The products are mainly sold by pharmacies, therapists and via the internet. Unique advantages over competitors are reported by consumers and their therapists.
America: The US marketing strategy is based on a direct marketing approach as the products are made from ingredients that are GRAS (Generally Regarded As Safe). US marketing operations are set to commence in the fourth quarter of 2016.

In addition, some of the new products that are being finalised and which will be made available soon to enhance and expand target market boundaries are:

a supplement for children suffering from ADD(attention deficit disorder)/ADHD (attention deficit hyperactivity disorder);
a diet and weight-loss support product;
a flu fighter;
a stress relief product;
a 24-hour face cream; and
a haemorrhoid ointment.

SECTION 2 – INFORMATION ABOUT THE COMPANY WHOSE SECURITIES ARE BEING LISTED

2.1 Name, address, incorporation, founder and other information

Company Name	Go Life International Limited
Registration Number	098177 C1/GBL
Incorporation Date	1 October 2010
Founder	Gerhard Naudè (founder of Go Life International PCC)
Business Address	Merrick House, 12 Long Street, Knysna, RSA
Registered Address	Beau Plan Business Park, Pamplemousses 21001, Republic of
	Mauritius

2.1.1 Details of the holding and controlling entities of Go Life International

Entity Name	Naudè Family Trust
Registration Number	IT No. 3934/98
Registered Address	12 Long Street, 2ndfloor, Merrick House, Knysna, RSA
Date of formation	28 October 1998

2.1.2 Details of the subsidiary companies of Go Life International

1	Company Name	Biotech Nutra Limited (100%)
	Registration Number	106169
	Registered Address	Beau Plan Business Park, Pamplemousses 21001, Republic
		of Mauritius
	Date of Incorporation	4 November 2015
2	Company Name	Bon Health (100%)
	Registration Number	2010/008232/07
	Registered Address	3rdFloor Skyscape Terraces, DJ Wood Way, Bellville
		Business Park, RSA
	Date of Incorporation	26 April 2010
3	Company Name	Bon Health Properties (100%)
	Registration Number	2015/164849/07
	Registered Address	3rd floor Skyscape Terraces, DJ Wood Way, Bellville
		Business Park, RSA
	Date of Incorporation	22 May 2015
4	Company Name	Go Life Global (100%)
	Registration Number	105917C2/GBL
	Registered Address	Beau Plan Business Park, Pamplemousses 21001, Republic
		of Mauritius
	Date of Incorporation	19 October 2011
5	Company Name	Go Life Health Products Ltd (100%)
	Registration Number	2007/007603/06
	Registered Address	Merrick House, 12 Long Street, Knysna, RSA
	Date of Incorporation	8 March 2007
6	Company Name	Gotha Health Products (100%)
	Registration Number	2015/094100/07
	Registered Address	34 Commercial Centre, Commercial road, Sidwell, Port
		Elizabeth RSA
	Date of Incorporation	08 September 2004 (as a closed corporation)

2.2 Directors and key management

2.2.1 Directors of the Company

Gerhard Naudè
Nationality and age	South African (51)
Business address	Merrick House, 12 Long Street, Knysna, Western Cape
Appointment date	15 November 2011
Qualifications	Institute of Accounting & Commerce Diploma 1986
Occupation	Businessman
Position in Company	Chief Executive Officer (executive)
Term of office	4 Years
Marthinus Wolmarans
Nationality and age	South African (48)
Business address	12 Long Street, Merrick House, Knysna, Western Cape
Appointment date	1 October 2010
Qualifications	CA(SA) Bachelor of Business Administration BBA (Hons)
Occupation	CFO
Position in Company	Chief Financial Officer
Term of office	5 Years
Oliver Berhardt
Nationality and age	Mauritian (36)
Business address	La Tourelle View, La Mivoie, Riviere Noire, Mauritius
Appointment date	19 November 2015
Qualifications	Management Diploma In Nutrition And Food Science
Occupation	Businessman
Position in Company	Independent Non-Executive Director
Term of office	11Months
Yusuf Sooklall
Nationality and age	Mauritian (57)
Business address	Beau Plan Business Park, Pamplemousses 21001, Republic
	of Mauritius
Appointment date	4 July 2011
Qualifications	Diploma in Communication and Human Psychology
Occupation	Director
Position in Company	Independent Non-Executive Chairman
Term of office	5 Years
Laurent Marie
Nationality and age	Mauritian (27)
Business address	Beau Plan Business Park, Pamplemousses 21001, Republic
	of Mauritius
Appointment date	3 November 2014
Qualifications	Bachelor of Business Administration (SA)
Occupation	Financial, marketing and business professional
Position in Company	Independent Non-Executive Director
Term of office	1 Year

2.2.2 Directors of subsidiaries and key management:

Eugene Alt
Nationality and age	South African (52)
Business address	Merrick House, 12 Long Street, Knysna, Western Cape
Appointment date	1 July 2011
Qualifications	Matric
Occupation	Marketing and Media Advisor
Position in Company	Marketing Director Go Life Global
Term of office	5 Years
Greg Gilbert
Nationality and age	South African (59)
Business address	Merrick House, 12 Long Street, Knysna, Western Cape
Appointment date	1 December 2014
Qualifications	MSc Chemistry
Occupation	Director of Go Life Global
Position in Company	Non-executive Director Go Life Global
Term of office	1 Year
Jaap Rabie
Nationality and age	South African (63)
Business address	Merrick House, 12 Long Street, Knysna, Western Cape
Appointment date	1 July 2011
Qualifications	BCom Accounting
Occupation	Auditor
Position in Company	Chief Financial Officer Go Life Global
Term of office	5 Years
Johan Terblanche
Nationality and age	South African (46)
Business address	2ndFloor, Merrick House, 12 Long Street, Knysna, 6571.
Appointment date	01 September 2016
Qualifications	BCom, MBA, and Registered Valuator
Occupation	Financial Director
Position in Company	Key Consultant
Term of office	0
Dr Lana Du Plessis PhD
Nationality and age	South African (51)
Business address	Merrick House, 12 Long Street, Knysna, Western Cape
Appointment date	1 December 2014
Qualifications	BSc, BSc (Hons) MSc, PhD Genetics, Genetics
Occupation	Geneticist
Position in Company	Head of Research and Development at Go Life Global
Term of office	1 Year
Pieter Du Plessis
Nationality and age	South African (49)
Business address	2ndFloor, Merrick House, 12 Long Street, Knysna, 6571.
Appointment date	01 September 2016
Qualifications	Grade 12
Occupation	Property Developer/Business restructuring consultant
Position in Company	Key Consultant
Term of office	0

Abridged curriculum vitaes of the Company‟s directors and key management are set out in Annexure 11 of this Prelisting Statement.

The directors are not required to attend the Directors Induction Programme (“DIP”) in accordance with paragraph 18.8 of the JSE Listings Requirements for secondary inward listings. However, the two South African based directors of the Company, namely Gerhard Naudè and Marthinus Wolmarans will attend the DIP on a voluntary basis within the next 12 to 18 months.

2.3 Qualification, borrowing powers, appointment, voting powers and remuneration of directors of Go Life International

2.3.1 Directors‟ remuneration

The remuneration and fees paid to the directors of Go Life International for the year ended 31 December 2015, are set out below:

USD	Salary	Fees	Benefits	Bonus	Total
Gerhard Naudè ($2 000 monthly)	28 000	-	-	-	-
Marthinus Wolmarans ($1 000 monthly)	14 000	-	-	-	-
Yusuf Sooklall (Chairman) ($1 500 monthly)	0	18 000	-	-	-
Laurent Marie ($1 000 monthly)	0	12 000	-	-	-
Grant Ramnauth ($1 000 monthly)	0	11 000	-	-	-
Oliver Berhardt($1 000 monthly)		3 000
Totals	42 000	44 000	-	-	-

Messrs Gerhard Naudè and Marthinus Wolmarans were not remunerated by Go Life Health Products, then an associate of Go Life International as at 31 December 2015. This remuneration will be varied following the inward listing on the AltX from 1 November 2016 whereas Gerhard Naudè and Marthinus Wolmarans will earn a salary of $3 000 and $2 000 per month respectively, with no other benefits.

The remuneration of Mr Yusuf Sooklall was increased from $1 000 per month to $1 500 per month in following his change in role to Chairman of the Company in December 2014 pursuant to the passing of the previous chairman.

There will be no variation of the remuneration of directors pursuant to the listing of Go Life International on the AltX for the year ending 28 February 2017.

Mr Laurent Marie was appointed as an independent non-executive director on 1 January 2015. Subsequently, Mr Grant Ramnauth was appointed as an additional independent non-executive director with effect from 1 January 2015 to further address the Company‟s corporate governance requirements. Mr Grant Ramnauth resigned as a director on 18 November 2015 and Mr Oliver Bernhardt has been appointed as an independent non-executive director with effect from 19 November 2015. Both Mr Oliver Berhardt and Mr Laurent Marie will serve on the audit committee.

Other than Grant Ramnauth, there are no other directors that have resigned in the past 18 months.

2.3.2 Directors‟ service contracts and company secretarial contract

The directors have the power to vote remuneration to themselves or any members of the board, other than fees for non-executive directors.

Directors do not have standard service contracts and thus a one month notice period will apply in accordance with the basic conditions of employment.

The age limit for the appointment of new directors is 70 years in accordance with the Mauritian Companies Act. The Constitution of the Company does not include an age for retirement of directors and provisions relating to the disqualification of directors are detailed in Annexure 12 to this Prelisting Statement. The re-appointment of any director attaining the age of 70 must be approved by shareholders in general meeting in accordance with the Mauritian Companies Act.

There are no existing or proposed contracts with Go Life International, written or oral, relating to the directors and managerial remuneration, secretarial and other fees, other than the monthly retainers payable to non-executive directors as disclosed above.

AceTer Global Ltd was appointed as the Company Secretary to Go Life International from January 2014 on an annual retainer fee of US$17 200.

2.3.3 Borrowing powers of the Company and the subsidiaries exercisable by the directors

The relevant provisions of the Constitution of Go Life International relating to the borrowing powers exercisable by the directors are set out in Annexure 12 to this Prelisting Statement. The borrowing powers of Subsidiaries are consistent with those of Go Life International.

Neither Go Life International, nor its subsidiaries, exceeded their borrowing powers during the past three years. There is no exchange control or other restrictions on the borrowing powers of Go Life International and its foreign subsidiaries, except for South African based subsidiaries, which borrowings will be subject to South African Exchange Control Regulations in place from time to time.

2.3.4 Appointment, qualification and remuneration of directors

The relevant provisions of the Constitution of Go Life International relating to qualification, appointment, remuneration, voting powers, rotation/retirement, and interests in transactions of the directors are set out in Annexure 12 to this Prelisting Statement. Remuneration in relation to directors is set out in 2.3.1 above.

2.3.5 Directors‟ declarations and interests in contracts

Gerhard Naudè had an indirect interest in the Go Life Heath Products Acquisition, which acquisition was approved by shareholders during May 2016. The acquisition was concluded in anticipation of the secondary listing of additional Go Life International shares on the JSE and is also referred to under interest of directors and promoters in paragraph 2.7 and material contracts in paragraph 2.6 of this Prelisting Statement.

Messrs Yusuf Sooklall received 6 000 000 shares, Laurent Marie received 4 000 000 shares and Oliver Berhardt received 3 000 000 shares in lieu of time spent and settlement of costs incurred by them prior to the listing on the AltX, which shares are locked-up. These shares were not issued separately by the Company but were allocated from the shares issued in terms of the Main Agreement.

Other than as disclosed in this paragraph 2.3.5, no director or promoter has any material beneficial interest, direct or indirect, in the promotion of Go Life International during the three years preceding the date of this Prelisting statement.

The other directors do not have any interests in contracts with Go Life International and its Subsidiaries as at the Last Practicable Date.

2.3.6 Other matters

In terms of the declarations lodged by the directors in accordance with Schedule 13 of the Listings Requirements, other than as disclosed below, none of the directors or senior management of Go Life International or its subsidiaries:

has been declared bankrupt or insolvent, or has entered into an individual voluntary compromise arrangement to surrender his or her estate;
is or was a director with an executive function of any company at the time of (or within 12 months preceding), any business rescue, or any company that has adopted a resolution proposing business rescue or made application to be put under business rescue or any notices in terms of section 129(7) of the Companies Act, or any receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or any compromise or arrangement with its creditors generally or with any class of its creditors;
is or has been a partner in a partnership at the time of, or within 12 months preceding, any compulsory liquidation, administration or voluntary arrangements of such partnership;
is or has been a partner in a partnership at the time of, or within 12 months preceding, a receivership of any assets of such partnership;
has had any of his or her assets subject to receivership;
is or has been publicly criticised by any statutory or regulatory authorities, including recognised professional bodies or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;
is or has been convicted of any offence involving dishonesty;
has been declared delinquent or placed under probation in terms of section 162 of the Companies Act and/or section 47 of the Close Corporations Act, 1984, as amended or has been disqualified by a Court to act as a director in terms of section 69 of the Act;
has been removed from an office of trust on the grounds of misconduct involving dishonesty; and/or
is subject to any court order declaring such person delinquent or placing him under probation.

2.4. SHARE CAPITAL OF THE COMPANY

2.4.1 The authorised and issued share capital of the Company at the Last Practicable Date is as follows:

	USD
Authorised share capital
2 000 000 000 ordinary shares of no par value
Issued stated capital
900 000 000 ordinary shares of no par value	US$27 000 000

Details of the shares issued prior to the AltX listing, are set out in Annexure 6.

The remaining authorised and unissued shares, after the listing, will be under the control of the directors of the Company, subject to the provisions of the Constitution, the Mauritian Companies Act, the SEM and JSE Listings Requirements, where applicable. There are no treasury shares held as at the Last Practicable Date.

All of the issued shares are of the same class and rank equally in every respect, including rights to dividends, profits or capital, rights on liquidation or distribution on capital assets. In accordance with the Mauritian Companies Act, issued shares must be fully paid up and the securities to be listed are freely transferable.

In accordance with paragraph 18.8 of the Listings Requirements, the directors are not subject to the lock-up provisions of the AltX in terms of the Listings Requirements. Notwithstanding this, the directors, the Promoter and certain of the Vendors or parties to agreements have contracted to lock-up a portion of their shareholdings as detailed below :

	Number of
	shares locked
Party	up	Period of lock-up
Bon Health	30 000 000	After 1 Year a maximum of 20% can be sold, calculated
Vendor		from the listing date;
		After 2 Years a maximum of 30% can be sold, calculated
		from the listing date, on a cumulative basis;
		After 3 Years a maximum of 35% can be sold, calculated
		from the listing date, on a cumulative basis;
		After 4 Years a maximum of 40% can be sold, calculated
		from the listing date, on a cumulative basis.
Go Life	212 300 000	After 1 Year a maximum of 10% can be sold, calculated
Health		from the listing date;
Products		After 2 Years a maximum of 20% can be sold, calculated
Vendor		from the listing date;
		After 3 Years a maximum of 20% can be sold, calculated
		from the listing date;
		After 4 Years a maximum of 40% can be sold, calculated
		from the listing date.
Gotha	38 000 000	After 1 Year a maximum of 50% can be sold, calculated
Vendors	(Included in the	from the listing date;
	Go Life Health	After 2 Years the balance of 50% can be sold,
	Products lock up	calculated from the listing date.
	shares)
Promoter	49 349 000	After 1 Year a maximum of 20% calculated from date of
		receiving the Lock Up Shares;
		After 2 Years a maximum of 30% of the remaining shares
		calculated from date of receiving the Lock Up Shares;
		After 3 Years a maximum of 35% of the remaining shares
		calculated from date of receiving the Lock Up Shares;
		After 4 Years a maximum of 40% of the remaining shares
		calculated from date of receiving the Lock Up Shares.
		Representing 36.63% of the issued share capital of the
Total	329 649 000	900 000 000 shares in issue

Of the above shares, the following shares are held directly or indirectly by directors and subsidiary directors of the group, with the balance being held by the general public as defined in the JSE Listings Requirements:

Director/Subsidiary Director Subsidiary	Locked up shares Percentage
Holding company directors Gerhard Naudè (held through Naudè Family Trust) Marthinus Wolmarans Oliver Berhardt Laurent Marie Yusuf Sooklall Sub-total Subsidiary or associate directors Greg Gilbert Go Life Global Lana du Plessis Go Life Global Quinton Matzner Gotha Health Products Robert Matzner Gotha Health Products Eugene Alt Go Life Global Jaap Rabie Go Life Health Products Mornè Charles Calitz (held through Calitz Trust) Bon Health Sub-total Total	212 300 000 23.59% 16 000 000 1.78% 3 000 000 0.33% 4 000 000 0.44% 6 000 000 0.67%
	241 300 000 26.81%
	10 000 000 1.11 % 10 000 000 1.11 % 19 000 000 2.11 % 19 000 000 2.11 % 10 000 000 1.11 % 4 000 000 0.44 %
	30 000 000 3.33 %
	102 000 000 11.32%
	343 300 000 38.13 %

Go Life International has a total 414 724 000 locked up shares, of which 343 300 000 locked up shares are held by the directors of the Company and subsidiary or associate directors. The directors‟ locked up shares amount to 38.13% of the total shares in issue.

2.4.2 Alterations to the share capital

The alterations to the share capital of the Company from the date of incorporation of the Company are detailed in Annexure 6 to this Prelisting Statement.

2.4.3 Issues of the Company‟s Shares

Details of the issue of Shares during the three years preceding the Last Practicable Date are detailed in Annexure 6 to this Prelisting Statement.

2.4.4 Voting rights

Annexure 12 to this Prelisting Statement contains the relevant extracts from Go Life International‟s Constitution.

2.4.5 Loan capital

At the Last Practicable Date, Go Life International has no loan capital outstanding.

2.4.6 Directors interest in securities

At the Last Practicable Date, the aggregate direct and indirect interests of the directors, including former directors, of Go Life International in the issued share capital of the Company are indicated below:

Name of director	Direct beneficial Indirect beneficial Total Percentage (based on 900 000 000 shares in issue)
Oliver Berhardt Gerhard Naudè Laurent Marie Marthinus Wolmarans Yusuf Sooklall Total	3 000 000 - 3 000 000 0.33 % 369 950 000 369 950 000 41.11% 4 000 000 - 4 000 000 0.44% 30 000 000 30 000 000 3.20 % 6 001 023 6 138 6 007 161 0.67%
	13 001 023 399 956 138 412 957 161 45.88%

2.4.7 Major shareholders

Insofar as is known to the Company, the name of any shareholder, other than a director, that, directly or indirectly, is beneficially interested in 5% or more in the issued share capital of Go Life International are set out below:

Shareholder	Direct Indirect Total Percentage
Naudè Family Trust(1) Calitz Trust(3) AR Martinova Danilinova Trust)(2) Total*	369 950 000 - 369 950 000 41.11% 134 000 000 - 134 000 000 14.88% 57 945 806 - 57 945 806 6.44% 49 349 000 - 49 349 000 5.48%
	611 244 806 611 244 806 67.91%

1 – Arose from the Go Life Health Products Acquisition

2 – Includes promoters fees and costs settled in shares, in terms of the Main Agreement, for the Acquisitions

3 – Arose from the Bon Health Acquisition

Gerhard Naudè is also appointed as protector of the Danilinova Trust but has no direct or indirect beneficial interest therein.

2.5 OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES

There are no securities which have any preferential conversion and/or exchange rights as at the Last Practicable Date. In addition, there are no options or preferential rights granted in any form to subscribe for securities of the Company or its subsidiaries and fractions of shares in Go Life International will not be issued.

2.6 MATERIAL CONTRACTS

2.6.1 The group has the following material contracts that were entered into other than in the ordinary course of the business carried on, or proposed to be carried on, by the Company or any of its subsidiaries, (i) within the two years prior to the date of the Prelisting Statement or (ii) at any time and containing an obligation or settlement that is material to the Company or its subsidiaries at the Last Practicable Date ahead of the finalisation of this Prelisting Statement:

Main Agreement between Go Life International and AG Holdings, effective from 21 December 2014 and subsequent addenda thereto last dated 01 March 2016, which provided for the Go Life Global Acquisition and the agreement with the promoter for the successful conclusion of the various Acquisition Agreements, the promoter‟s fees at 8% and settlement of associated costs;
Agreement between Go Life International and the Go Life Health Products vendor, effective from 01 March 2016, for the acquisition of the remaining 78% in Go Life Health Products for a purchase consideration of US$18 600 000 was settled through the issue of 620 000 000 shares at US$0.03 cents, including the settlement of the remaining obligation for the acquisition of Gotha Health Products that was due by Go Life Health Products, totalling US$2 540 000. The Go Life Health Products Vendor has undertaken to settle the share issue obligation of Go Life Health Products owed to the Gotha Health Products Vendor in terms of the original acquisition agreement and addenda thereto of Gotha Health Products last dated 03 March 2016. The shares have been issued and allocated to the Gotha Health Product vendors subject to compliance with South African Exchange Control Regulations and are held on the temporary share register by Trifecta Capital Investor Services, pending the listing of the shares on AltX. The remaining portion of the original R18 million obligation is recorded as an interest bearing loan in the books of Go Life Health Products, further details of which are set out in Annexure 7;
Agreement between Go Life Global and Bon Health vendor, for the acquisition of 100% in Bon Health totalling R102 500 000 was settled through the issue of 134 000 000 shares (of which 30 000 000 shares are Lock Up Shares), which shares have been issued on the temporary share register held by Trifecta Capital Investor Services. The acquisition includes five properties, previously held by the Calitz Family Trust, Point Pelee Investments CC and Morning Tide Investments CC and which properties are in the process of being transferred to Bon Health Properties by VGV Incorporated, an attorney firm based in Tygervalley. The acquisition of the properties and frail care operations are secured with signed CM42‟s for 100% in Bon Health Properties and 49% in Bon Health Frail Care, also held in trust by the attorney firm VGV Incorporated and the Bon Health Vendor has already issued written instruction for the transfer of the properties to Bon Health Properties as detailed in the addendum dated 5 September 2016. The transfer of properties and acquisition of the frail care operations is subject to compliance with South African Exchange Control Regulations and VGV Attorneys will facilitate the exchange of shares in order to transfer ownership. The effective date of the acquisition is June 2016. The properties acquired will be less than 25% of the net asset value, revenues and profits of the group going forward. However, this exceeds 25% of the profit forecast for the year ending 28 February 2017 and accordingly an independent property valuation is included as Annexure 19 in accordance with the JSE Listings Requirements. Shareholders are also referred to paragraph 2.6.2 below regarding a repurchase option.
The licencing agreement between Gotha Health Products and Gotha Pharmaceuticals whereby Go Life International was granted exclusive rights and right to sub licence to develop and manufacture products, using Gotha Pharmaceuticals know-how and patents, in covering the whole of Africa, Asia, Europe and America. Gotha Pharmaceuticals directly or indirectly owns formulas and patents. Go Life International will exclusively sell, distribute, manufacture nutritional and nutraceutical, skincare, cosmetics and animal products that are based on the Gotha Pharmaceuticals‟ technology. The licensing agreement is exclusive to Gotha and was signed in 2005 and is evergreen in nature, whereby Gotha Pharmaceuticals manufactures products for Gotha and Go Life Health Products. Gotha Health Products obligations under the licencing agreement is to

pay for the manufacturing and marketing of the products manufactured by Gotha Pharmaceuticals as well as to pay for registration of new products with the Medicine Control Council.

Discussions to acquire 100% of Gotha Pharmaceuticals after the listing on AltX have already been initiated, and if successful, a separate announcement will be made.

A summary of key details of the various Acquisition Agreements is set out below:

Effective	Consideration			Loans/	Nature of	Details of
date	or obligation	Valuation	Goodwill	Finance	interest	Vendors
*Main*
*Agreement*
21	US$100	US$100	$Nil	$Nil	100% in Go	Go Life
December					Life Global	Global
2014						Vendor
*Go Life*
*Health*
*Products*
*Acquisition*
1 March	US$18 600 000	US$	US$	$Nil	78% in Go	Go Life
2016	settled through	18 794 544	14 659 744		Life Health	Health
	the issue of				Products	Products
	620 000 000				(including	Vendor (and
	shares in Go Life				settlement	indirectly
	International at				of Gotha	Gotha
	US$0.03 per				Health	Health
	share				Products	Products
					remaining	Vendors)
					acquisition
					obligations
*Biotech*
*Nutra*
*Acquisition*
21	US$100; and	US$100	$Nil	$Nil	100% in	Biotech Nutra
December					Biotech	Vendor
2014					Nutra
*Bon Health*
*Acquisition*
3 June	R102 500 000	R102 500	$Nil	$Nil	100% in	Bon Health
2016	settled through	000			Bon Health	Vendor
	the issue of
	134 000 000
	shares in Go Life
	International
	comprising
	104 000 000
	vendor
	consideration
	shares and
	30 000 000 Lock
	Up Shares

Other than as disclosed in paragraph 2.3.1 above, no existing director or shareholder of Go Life International will receive shares in terms of the above agreements.

2.6.2 Other material contracts or terms

One of the terms of the Bon Health Acquisition is that the Calitz Trust has the option to repurchase all the shares of Bon Health within a period of 36 (thirty six) months at the same price which it has sold the shares to Go Life Global being R102 500 000 plus 5% growth on such price for every year or pro rata period thereof expired after the date of acquisition by Go Life International.

2.7 INTERESTS OF DIRECTORS AND PROMOTERS

Directors have interests in contracts as detailed in paragraph 2.3.1 above.

The Danilova Trust was appointed as the Promoter to assist Go Life Global with the Company‟s acquisition program in terms of the Main Agreement and it was paid a fee of 8% on the successful implementation of the Acquisitions, in whole or part thereof. The fee and costs were settled through the issue of shares in Go Life International, which number of shares was limited to 49 349 000 shares, all of which are Lock-Up Shares.

Other than the above, there is no consideration that has been paid, or agreed to be paid to a director, or related party or another company in which a director has a beneficial interest or of which such director is also a director, or to any partnership, syndicate or other association of which the director is a member:

to induce the director to become a director; or
to qualify as a director; or
for services rendered by the director or by a company, partnership, syndicate or other association in connection with the promotion or formation of the Company.

2.8 LOANS

2.8.1 Material loans made to the Go Life International

Details of material loans made to the Company, as well as inter group borrowings, are set out in Annexure 7 to this Prelisting Statement.

2.8.2 Material loans made by the Go Life International

Details of material loans receivable are set out in Annexure 7 to this Prelisting Statement.

The Company has not advanced any material loans to any party and has not made any loans nor furnished any security for the benefit of any director or manager, or any associate of any director or manager as at the Last Practicable Date.

2.8.3 Contingent liabilities, material capital commitments and material inter-Company balances

The Company and its subsidiaries had no contingent liabilities or material capital commitments as at 31 December 2014 and 31 December 2015, other than the Acquisitions that were concluded after 31 December 2015.

At the Last Practicable Date, the Company and its subsidiaries had no contingent liabilities or material capital commitments.

Details of material inter-company balances are detailed in Annexure 7 to this Prelisting Statement.

2.9 SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH

Other than the Shares detailed in paragraph 2.6.1 above, none of the Company‟s Shares have been issued other than for cash in the three years immediately preceding the date of this Prelisting Statement and no other agreement has been entered into in terms of which the Company‟s Shares will be issued other than for cash.

There have been no repurchases by the Company of its Shares, nor any repurchase of own shares by the Subsidiaries, in the three years immediately preceding the date of this Prelisting Statement. Similarly, the Subsidiaries have not repurchased its shares during the three years immediately preceding the date of this Prelisting Statement.

2.10 PROPERTY ACQUIRED OR TO BE ACQUIRED OR DISPOSED

The Company has acquired an indirect 100% interest in Bon Health Properties which acquired five properties through which the Bon Health frail care operations are conducted, as detailed in paragraph 2.6 earlier.

The net asset value of the properties does not exceed 25% of the Go Life International Group. However, for the year ending 28 February 2017, the revenue and income generated is forecast to exceed 25% due to the timing of acquisitions and costs of listing and thus an independent property valuer‟s report is included in this Prelisting Statement as Annexure 19. Additional property information is also included in Annexure 10.

This acquisition is conditional only on the listing of the shares on the AltX due to Exchange Control requirements, at which stage the shares in the properties and business and assets of the Bon Health frail care operations will be transferred to Bon Health Properties and Bon Health Frail Care respectively and the issued shares on the temporary share register will be listed on AltX and released to the Bon Health Vendor.

Other than the above properties, the Company has not acquired or disposed of, and does not propose to acquire or dispose of any material immovable property or fixed assets to third parties.

2.11 PRELIMINARY EXPENSES AND ISSUE EXPENSES

The following expenses and provisions are expected, or have been paid or provided for in connection with the preparation of this Prelisting Statement. All the fees payable to the parties below are exclusive of VAT.

Service	Service provider	R
Corporate Advisors	One Vision Capital	800 000
Legal Advisors	Reid and Associates	200 000
Sponsor	Arbor Capital	862 000
Management Company Mauritius	AceTer Global	578 000
Registration of External Company	CIPC	5 000
JSE Documentation fee	JSE	58 254
JSE Listing fee	JSE	25 582
Reporting accountants	BDO South Africa	460 000
Reporting accountants	PKF	291 456
Printing (estimate)	Not appointed at Last Practicable Date	10 000
TransferSecretariesfees	Trifecta Capital InvestorServices	3 500
Total		3 293 792

Where fees are in US Dollars, these have been converted at an assumed exchange rate of R11.90 to the US Dollar for 2015 and R15.00 to the US Dollar for 2016.

There were no preliminary expenses in the three years preceding the issue of this Prelisting Statement. The estimated expenses are related to the preparation of the Prelisting Statement and listing costs and will have an effect on the Statement of Comprehensive Income.

2.12 AMOUNTS PAID OR PAYABLE TO PROMOTERS

Danilinova Trust was appointed as a Promoter ahead of the various Acquisitions and has received a fee of US$1 931 650 , which was settled in shares in Go Life International at an issue price of US$0.03 per share. These shares are locked-up per the table as presented in paragraph 2.4 of this Prelisting Statement.

Other than Danilinova Trust, no other promoter has any material beneficial interest in the Company‟s promotion.

The Company has not paid any other amount (whether in cash or in securities), nor given any benefit to any promoters or any partnership, syndicate or other association of which a promoter was a member within the three years preceding the Last Practicable Date.

SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE LISTING

3.1 Statement of adequacy of capital

The directors of the Company are of the opinion that the issued share capital and the working capital of Go Life International and its subsidiaries both before and pursuant to the Acquisitions and the listing is sufficient for the Company and its subsidiaries present requirements, that is, for a period of at least the next 12 months from the date of issue of this Prelisting Statement.

Arbor Capital, the Company‟s JSE Sponsor, has confirmed that it has obtained written confirmation from the directors that the working capital available to the Group is sufficient to meet the requirements of the Group for at least the next 12 months from the date of issue of this Prelisting Statement. The Sponsor is satisfied that this confirmation has only been given after due and careful enquiry by the directors.

3.2 Report by directors as to material changes

Save as for the Acquisitions as disclosed in this Prelisting Statement, there have been no material changes in the financial and trading position of the Group since the year ended 31 December 2015 and the date of this Prelisting Statement.

3.3 Secondary listing on AltX

The JSE has granted Go Life International‟s application for a secondary inward listing by way of introduction of all of its issued Shares on the AltX, which date will be announced on SEM and SENS on Wednesday, 16 November 2016. In accordance with Section 18 of the JSE Listing Requirements, the SEM (being the primary exchange) will generally take precedence in the enforcement of any listings requirements ahead of the JSE (being the secondary exchange). The Company will comply with the specific requirements of Section 18, including the requirement to ensure that all information released on the SEM will also be released on the JSE and that such release takes place no later than the equivalent release on the SEM, provided that, if the JSE is not open for business, it will ensure that such information is released through SENS at the commencement of business on the next business day.

3.4 Reports issued by the Reporting Accountants of the Company

Annexure 2A and Annexure 2B to this Prelisting Statement contains the PKF Reporting Accountants‟ reports on the audited historical financial information of Go Life Health Products and Gotha Health Products respectively.

Annexure 4 contains the BDO Reporting Accountants‟ report on the profit forecasts.

Annexure 16 contains the PKF Reporting Accountants‟ report on the pro forma consolidated audited historical financial information on Go Life SA.

Detailed financial statements for these periods are also available under “Documents and consents available for inspection” as set out in paragraph 4.16.

SECTION 4 – ADDITIONAL MATERIAL INFORMATION

The following additional disclosures are made in respect of the Company in accordance with Section 6 of the Listings Requirements:

4.1 LITIGATION STATEMENT

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which the Company and Group is aware that may have or have had in the last 12 months, a material effect on the Company‟s or the Group‟s financial position.

4.2 HISTORICAL FINANCIAL INFORMATION

The historical financial information of Go Life International for the year ended 31 December 2015 is set out in Annexure 1 . This information does not require a Reporting Accountants‟ Report as the Company is already listed;
The acquisition of Go Life Health Products, which includes Gotha Health Products, is deemed a substantial acquisition and the historical pro forma group information is set out in Annexure 19 to this prelisting statement. The independent reporting accountants‟ report thereon is contained in Annexure 16 .
In addition, the individual company information for Go Life Health Products and Gotha is set out in Annexure 3A and Annexure 3B this prelisting statement. The preparation of the historical information is the responsibility of the directors. The independent reporting accountants‟ reports thereon are contained in Annexure 2A and Annexure 2B .

4.3 DIVIDENDS AND DISTRIBUTION POLICY

The dividend policy of Go Life International is set out in Annexure 12, paragraph 39.

4.4 ACQUISITIONS

Material agreements entered into by, or in respect of, the Company, other than in the ordinary course of business, within the three years prior to the date of the Prelisting Statement are as follows:

the acquisition of an additional 78% in the shareholding in Go Life Health Products from the Naudè Family Trust with effect from 1 June 2016;
the acquisition of 100% in the shareholding of Go Life Global from AG Holding with effect from 01 June 2016;
the acquisition of 100% in Bon Health; and
the acquisition of 100% in Biotech Nutra from the Biotech Nutra Vendor with effect from 01 June 2016,

A table summarising details of the above agreements is set out in paragraph 2.6 above:

The release of shares from the temporary share register to the Go Life Health Products vendor and the Bon Health Vendor is conditional on the inward listing of Go Life International in accordance with the South African Exchange Control.

No loans or finance were associated with the above Acquisitions, other than the bonds associated with the Bon Health Properties Acquisition.

No book debts have been guaranteed nor any warranties given.

No restraints of trade or other restrictions have been placed on the vendors nor are they considered necessary for those vendors that have not been restrained. However, a number of the shares issued to vendors are subject to the Lock-Up provisions as detailed in paragraph 2.4.1 of this Prelisting Statement. No agreements have been made in respect of accrued liabilities for tax.

4.5 DISPOSALS

No material immovable properties, fixed assets, securities and/or business undertakings have been disposed of by the Company since incorporation nor are any of these to be disposed of in the first six months after commencement of the listing on the JSE.

4.6 ADVANCES, LOANS AND BORROWINGS

Other than as disclosed in Annexure 7, as at the Last Practicable Date:

there are no material loans advanced by or to the Company (including by the issue of debentures);
there are no shareholders‟ loans recorded on the Company‟s statement of financial position;
there are no loans receivable or outstanding;
there is no loan capital outstanding;
there are no loans that have been made or security furnished by the Company to or for the benefit of any director or manager or associate of any director or manager of the Company;
there were no intercompany loans or other financial transactions;
no charge or mortgage has been created over any assets of the Company; and
there were no outstanding convertible debt securities.

4.7 EXPERTS CONSENTS AND QUALIFICATIONS

Each of the parties listed under Corporate Information on page 3 have consented in writing to act in the capacities stated and to their names appearing in this Prelisting Statement and have not withdrawn their consent prior to the publication of this Prelisting Statement.

The reporting accountants have consented in writing to have their reports appear in the Prelisting Statement in the form and context as they appear and have not withdrawn their approval prior to the publication of this Prelisting Statement.

The qualifications of the auditors and reporting accountants are contained in Annexure 2A, Annexure 2B, Annexure 4, and Annexure 18.

None of the above experts hold any shareholding in Go Life International or any subsidiary or hold the right to subscribe for or nominate persons to subscribe for shares in any company in the Group.

4.8 DIRECTOR‟S RESPONSIBILITY STATEMENT

The directors of the Company, whose names are given in Section 2 paragraph 2.2.1 of this Prelisting Statement, collectively and individually, accept full responsibility for the accuracy of the information provided in this Prelisting Statement and certify that to the best of their knowledge and belief there are no facts relating to the Company that have been omitted which would make any statement relating to the Company false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Prelisting Statement contains all information relating to the Company required by law and the JSE Listings Requirements.

4.9 VENDORS AND CONTROLLING SHAREHOLDER

The controlling shareholders of Go Life International are Gerhard Naudè and The Naudè Family Trust.

4.10 CORPORATE GOVERNANCE

The Company‟s corporate governance statement is set out in Annexure 13 .

4.11 GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW

There is no government protection or any investment encouragement law pertaining to any of the businesses operated by the Company.

4.12 MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES

The Company does not have any capital commitments, financial lease payments and contingent liabilities as at the Last Practicable Date, other than obligations pursuant to the Acquisitions disclosed in this Prelisting Statement and in the ordinary course of business.

4.13 PRINCIPAL IMMOVABLE PROPERTY LEASED OR OWNED

As at the Last Practicable Date, the Company owns immovable property as set out in Annexure 10 pursuant to the Bon Health Acquisition. The group has entered into leases in respect of immovable property, also as detailed in Annexure 10.

4.14 SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS

Go Life International has obtained approval from the SARB for the listing of its shares on the JSE, which listing is classified as an inward listing in terms of the Exchange Control Regulations. A summary of the exchange control regulations relating to the acquisition of Go Life International shares is set out in Annexure 14 .

4.15 TAXATION

Mauritian taxation provisions

Under the provisions of the Mauritian Income Tax Act, a GBL is taxed at a maximum rate of 15%. A system of deemed foreign tax credits of 80% effectively reduces the income tax rate to 3%. Under the Mauritian fiscal regime, there are:

no withholding taxes on dividends distributed by a company to its shareholders;
no withholding taxes on interest; and capital gains taxes.

Accordingly, the capital gains realised by a non-resident shareholder on the disposal of its shares in the Company are not subject to tax in Mauritius. However, the nature and amount of tax payable by the Company is dependent on the availability of relief under the various tax treaties in the jurisdictions in which the board chooses to invest from time to time.

Subsidiaries acquired in different jurisdictions will be subject to the fiscal regime in that particular country.

4.16 DOCUMENTS AVAILABLE FOR INSPECTION

In terms of Section 7.G.1 of the Listings Requirements, certified copies of the following documents will be available for inspection at the registered office of the Company and at the office of the Sponsor from the date of this Prelisting Statement until the 10th Business Day following the Listing of the Company on the AltX on 23 November 2016:

the Company‟s historical financial results for the financial year ended 31 December 2015 as set out in Annexure 1;
the independent reporting accountants‟ reports on the historical financial information of Go Life Health Products and Gotha Health Products as set out in Annexure 2A and Annexure 2B to this Prelisting Statement respectively;
the Go Life Health Products historical financial results for the financial years ended 28 February 2015 and 29 February 2016 as set out in Annexure 3A to this Prelisting Statement;
the Gotha Health Products historical financial results for the financial years ended 28 February 2015 and 29 February 2016 as set out in Annexure 3B to this Prelisting Statement;
the independent reporting accountant‟s report on the profit forecasts of Go Life International for the 14 month period ending 28 February 2017 and the year ending 28 February 2018 respectively, as set out in Annexure 4 of this Prelisting Statement
the Constitution of the Company as set out in Annexure 12 and the Memorandum of Incorporation of the various subsidiaries;
the Go Life SA historical pro forma consolidated financial results for the financial years ended 28 February 2015 and 29 February 2016 as set out in Annexure 17 to this Prelisting Statement;
the material contracts as detailed in Section 2, paragraph 2.6;
the service agreements with directors, managers and secretaries;
the written consent of each of the persons referred to in Section 4, paragraph 4.8 of this Prelisting Statement;
the written power of attorney executed by each director of the Company not signing the Prelisting Statement;
the licence agreement between Gotha Health Products and Gotha Pharmaceuticals;
the summary valuation report; and
the detailed property valuation reports on each of the properties.

Signed on behalf of the board

G Naudè Go Life International Limited 14 November 2016

ANNEXURE 1A

EXTRACT FROM THE AUDITED HISTORICAL FINANCIAL INFORMATION OF GO LIFE INTERNATIONAL

An extract from the financial statements of Go Life International for the year commencing 1 January 2015 to 31 December 2015 as set out below falls under the responsibility of the board of Go Life International and is presented in accordance with IAS34 (Interim Reporting. The annual financial statements were prepared in accordance with IFRS and in compliance with the Mauritian Companies Act, 2001 and the Financial Reporting Act 2004. The information presented in this Annexure 1A is the responsibility of the directors of Go Life International.

The financial statements were audited by Grant Thornton Mauritius who issued an unqualified audit opinion.

Review of activities

Main business and operations

Go Life International held a 22% interest in Go Life Health Products as at 31 December 2015 and, subsequent to year end, acquired the remaining 78% shareholding. Go Life International is a manufacturer and distributer of nutraceuticals and cosmeceutical products in Africa, Asia and Europe.

Statement of financial position

Total assets decreased to US$1.426 million, a decrease of 4.29% from the previous period. The company‟s book value increased to US$1.386 million.

Statement of comprehensive income

The Company recorded an operating loss of US$49 376 and, after various adjustments, recorded a profit for the year of US$122 292. The company holds a 22% interest in an associate at 31 December 2015.

Statement of cash flow

The Company had a cash surplus of US$1 928 at year end.

Statement of changes in equity

Equity increased from US$1.26 million to US$1.386 million.

STATEMENT OF FINANCIAL POSITION – YEAR ENDED DECEMBER 31, 2015

USD Notes	2015 2014
ASSETS Non-current asset Investment in associate 7 Current assets Other receivables 8 Cash and cash equivalents 9 Total assets EQUITY AND LIABILITY Capital and reserves Stated capital 10 Currency translation difference Accumulated losses Total equity Liabilities Current liability Other payables 11 Total Liabilities Total equity and liability	1 418 242 1 389 834
	5 946 99 168 1 928 1 000
	7 874 100 168 1 426 116 1 490 002
	9 665 100 9 665 100 - (524 751) (8 279 265) (7 876 806)
	1 385 835 1 263 543
	40 281 226 459
	40 281 226 456
	1 426 116 1 490 002
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME – YEAR ENDED 31 DECEMBER 2015 USD Notes 2015 2014 INCOME - - EXPENSES Impairment loss 7 - 2 800 000 Management Fees 15 000 30 570 Other expenses 25 249 15 755 Audit fees 7 475 6 325 Other professional fees 1 652 1 800 49 376 2 854 450 Operating loss (49 376) (2 854 450) Share of results of associate 7 28 408 (717 569) Other payables written back 11 239 520 - Receivables written off (96 260) - Profit/(Loss) before taxation 122 292 (3 572 019) Taxation 12 - - Profit/(Loss) for the year 122 292 (3 572 019) Other comprehensive income Currency translation difference - (211 487) Total comprehensive income for the year 122 292 (3 783 506)
USD Notes
INCOME EXPENSES Impairment loss 7 Management Fees Other expenses Audit fees Other professional fees Operating loss Share of results of associate 7 Other payables written back 11 Receivables written off Profit/(Loss) before taxation Taxation 12 Profit/(Loss) for the year Other comprehensive income Currency translation difference Total comprehensive income for the year

STATEMENT OF CHANGES IN EQUITY – YEAR ENDED 31 DECEMBER 2015

USD	Stated Capital Currency Translation difference	Revenue Deficit Total
Balance at 1 January 2015 Profit for the year; Transfer to Accumulated losses -Other comprehensive income for the year	9 665 100 (524 751)	(7 876 806) 1 263 543
	- - - 524 751 - -	122 292 122 292 (524 751) - - -
Total comprehensive income for the year	- -	(402 459) 122 292
At 31 December 2015	9 665 100 -	(8 279 265) 1 385 835
At 31 December 2015	9 665 100 (313 264)	(4 304 787) 5 047 049
Loss for the year Other comprehensive loss	- - - (211 487)	(3 572 019) (3 572 019) - (211 487)
Other comprehensive loss for the year Balance at 31 December 2014	- (211 487)	- (211 487)
	9 665 100 (524 751)	(7 876 806) 1 263 543
STATEMENT OF CASH FLOW – YEAR ENDED 31 DECEMBER 2015
USD Notes		2015 2014
Cash used in operating activities Loss before taxation Adjustments for: Impairment loss Other payables written back Receivables written off Share of results of associate 3 Changes in working capital: Other receivables Other payables Net cash (used in)/generated from operating activities (Decrease)/increase in cash and cash equivalents At start of year (Decrease)/increase Cash and cash equivalents at 31 December		- 122 292 (3 572 019) - 2 800 000 (239 520) - 96 260 - (28 408) 717 569
		(49 376) (54 450) (3 038) (32) 53 342 54 262
		928 (220)
		928 (220)
		1000 1 220 928 (220)
		1 928 1 000

NOTES TO THE FINANCIAL STATEMENTS – YEAR ENDED 31 DECEMBER 2015

General information and statement of compliance with International Financial Reporting Standards (”IFRS”)

Go Life International Ltd, the “Company”, was incorporated in the Republic of Mauritius under the Mauritius Companies Act 2001 on 01 October 2010. The Company holds a Category 1 Global Business Licence issued by the Financial Services Commission and is listed on the Stock Exchange of Mauritius. The Company changed its name from Go Life International PCC to Go Life International Ltd on 31 March 2015. The Company was structured as a Protected Cell Company (”PCC”) from incorporation up to 16 June 2015 and is currently structured as a normal Global Business Licence Category 1 Company.

The principal activity of the Company is to hold investments.

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (”IFRS”) as issued by the International Accounting Standards Board (”IASB”).

Application of new and revised International Financial Reporting Standards
2.1 New and revised standards that are effective for annual periods beginning 01 January 2015

IAS 19, Defined Benefit Plans: Employee Contributions (Amendments to IAS 19)

The amendment applies to contributions from employees or third parties to defined benefit plans and clarifies the treatment of such contributions.

2.2 Standards and amendments to existing standards that are not yet effective and have not been adopted early by the Company.

At the date of authorisation of these financial statements, certain new standards and amendments to existing standards have been published but are not yet effective, and have not been adopted early by the Company.

Management anticipates that all of the relevant pronouncements will be adopted in the Company‟s accounting policies, in so far they are applicable to the Company‟s activities, for the first-period beginning after the effective date of the pronouncements. Information on new standards and amendments is provided below.

IFRS 16, Leases

The new standard requires lessees to account for leases „on-balance sheet‟ by recognising a „right of use‟ asset and a lease liability. It will affect most companies that report under IFRS and are involved in leasing, and will have a substantial impact on the financial statements of lessees of property with high value equipment.

IFRS 9, Financial Instruments (2014)

The complete version of IFRS 9 replaces most of the guidance in IAS 39, IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit and loss.

IFRS 14, Regulatory Deferral Accounts

This standard permits first-time adopters of IFRS to continue to recognise amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognise such amounts, the standard requires that the effect of rate regulation must be presented separately from other items.

IFRS 11, Accounting of Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)

This amendment provides new guidance on how to account for the acquisition of an interest in a joint venture operation that constitutes a business. The amendments require an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a „business‟.

IFRS 15, Revenue from Contracts with Customers

This is the converged standard on revenue recognition. It replaces IAS 11, „Construction contracts‟, IAS 18, „Revenue‟ and related interpretations.

IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)

These amendments clarify that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset.

IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)

These amendments address an inconsistency between IFRS 10 and IAS 28 in the sale or contribution of assets between an investor and its associate or joint venture. A full gain or loss is recognised when a transaction involves a business.

IAS 27, Equity Method in Separate Financial Statements (Amendments to IAS 27)

The amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements.

IAS 16 and IAS 41, Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41)

These amendments change the reporting for bearer plants, such as grape vines, rubber trees and oil palms. Bearer plants should be accounted for in the same way as property, plant and equipment because their operation is similar to that of manufacturing.

IAS 1, Disclosure Initiative (Amendments to IAS 1 Presentation of Financial Statements

The amendment represents the first authoritative output from the IASB‟s Disclosure Initiative project. The disclosure initiative itself is in part a recreation to the growing clamour over disclosure overload in financial statements. It consists of a number of projects, both short and medium-term, and on-going activities that explore how presentation and disclosure principles and requirements in existing standards can be improved.

IFRS 10, IFRS 12 and IAS 28, Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)

The amendments address issues that have arisen in the context of applying the consolidation exception for investment entities.

IFRS for SMEs, Amendments to the International Financial Reporting Standard for Small and Medium Sized Entities

The amendments issued are a result of its first comprehensive review, which commenced in 2012, three years after the standard‟s release in 2009. The aim of the review was to consider whether the IFRS for SMEs needed anything for any implementation issues identified or for any changes made to full IFRS.

3 Summary of accounting policies

3.1 Overall considerations

The financial statements have been prepared using the significant accounting policies and measurement bases summarised below.

3.2 Investment in associate

Associates are those entities over which the Company is able to exert significant influence but which are neither subsidiaries nor joint ventures. Significant influence is the power to participate in the financial and operating policy decisions of the investees but is not control or joint control over these policies.

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of the cost of the investment over the Company‟s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Company‟s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Company‟s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Company discontinues the use of the equity method from the date when the investment ceases to be an associate, or when the investment is classified as held for sale.

The carrying amount of the investments in associates are increased or decreased to recognise the Company‟s share of the profit or loss and other comprehensive income of the associate.

3.3 Financial Instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs. Subsequent measurement of financial assets and financial liabilities is described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and subsequent measurement of financial assets

For the purpose of subsequent measurement, financial assets are classified as loans and receivables.

All financial assets of the Company are subject to review for impairment at least at each reporting date to identify whether there is any objective evidence that a financial asset or a Company of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets.

All income and expenses relating to financial assets are recognised in statement of profit or loss and other comprehensive income.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Company‟s cash and cash equivalents and other receivables fall into this category of financial instruments.

Classification and subsequent measurement of financial liabilities

The Company‟s financial liabilities consist of payables and accruals.

Financial liabilities are measured subsequently at amortised cost using the effective interest method.

All interest-related charges on financial liabilities are included within finance costs.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

3.4 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and cash at bank, together with other short term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

3.5 Equity and reserves

Stated capital represents he nominal value of shares that have been issued.

Accumulated losses include all the current and prior years‟ results.

3.6 Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation has been made. At the time of the effective payment, the provision is deducted from the corresponding expenses. All known risks at reporting date are reviewed in detail and provision is made when necessary.

3.7 Operating expenses

Operating expenses are recognised in the statement of profit or loss and other comprehensive income upon utilisation of the service or as incurred.

3.8 Taxation

Tax expense recognised in the statement of profit or loss and other comprehensive income comprises the sum of deferred tax not recognised in other comprehensive income or directly in equity.

Current income tax assets and / or liabilities comprise those obligations to , or claims from, fiscal authorities relating to the current or prior reporting years, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting date.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided those rates are enacted or substantively enacted by the end of the reporting date.

Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilised against future taxable income.

Deferred tax liabilities are always provided in full.

Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss.

3.9 Foreign currency

Functional and presentation currency

The financial statements are presented in currency United States Dollars (USD), which is also the functional currency of the Company.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the Company, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at year end exchange rates are recongised in the statement of profit or loss and other comprehensive income.

Non-monetary items are not retranslated at year end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translates using the exchange rates at the date when fair value was determined.

3.10 Related parties

A related party is a person or company where that person or company has control or joint control of the reporting company; has significant influence over the reporting company; or is a member of the key management personnel of the reporting company or of a parent of the reporting company.

3.11 Revenue recognition

Dividend income is recognised when the right to receive payment is established.

Interest income is recognised on an accrual basis.

3.12 Impairment assets

At each reporting date, the Company reviews the carrying amount of its assets to determine whether there is an indication that these assets have suffered an impairment loss. When an indication of impairment loss exists, the carrying amount of the asset is assessed and written down to its recoverable amount.

3.13 Comparatives

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

3.14 Significant management judgement in applying accounting policies and estimation uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Significant management judgement

The following are significant management judgements in applying the accounting policies of the Company that have the most significant effect on the financial statement.

Determination of functional currency

The determination of the functional currency of the Company is critical since recording of transactions and exchange differences arising therefrom are dependent on the functional currency selected. The directors have considered those factors and have determined that the functional currency of the Company is the USD.

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

Impairment of non-financial assets

The Company follows the guidance of IAS 39 on determining when an investment is other than temporarily impaired. This determination requires significant judgement. In making this judgement, the Company evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology, and operational and financing cash flow.

Going concern assumption

The directors have exercised significant judgement in assessing that the preparation of these financial statements on a going concern basis is appropriate. In making this assessment, factors like the current financial position and financial performance of the company as well as future business prospects, future profits and cash flows have been considered.

4 Financial instrument risk

Risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The main types of risks are market risk, credit risk and liquidity risk. The Company‟s financial assets and liabilities by category are summarised below:

	2015	2014
	USD	USD
Financial assets
Loans and receivables:
Current
Receivables	1,826	96,260
Cash and cash equivalents	1,928	1,000
Total financial assets	3,754	97,260
Financial liabilities
Financial liabilities measured at amortised cost:
Current
Payables and accruals	40,281	226,459
Total financial liabilities	40,281	226,459

The Company‟s risk management is carried out under policies approved by the Board of Directors and focuses on actively securing the Company‟s short to medium term cash flows by minimising the exposure to financial markets.

The Company does not actively engage in the trading of financial assets and derivatives for speculative purposes nor does it write options.

The most significant financial risk to which the Company is exposed are described below.

4.1 Market risk analysis

Foreign currency sensitivity

The Company is exposed to foreign exchange risk arising from its currency exposures, primarily with respect to the Mauritian Rupees (MUR). Consequently, the Company is exposed to the risk that the exchange rate of the USD relative to the MUR may change in a manner which has a material effect on the reported value of the Company‟s assets and liabilities which are in MUR. The Company does not use any financial instruments to hedge its foreign exchange risk.

The currency profile of the Company‟s financial instruments are as follows:

	Financial	Financial	Financial	Financial
	assets	liabilities	assets	liabilities
	2015	2015	2014	2014
	USD	USD	USD	USD
MUR	-	-	96,260	-
USD	3,754	40,281	1,000	105,332
	3,754	40,281	97,260	105,332

The following table illustrates the sensitivity of profit/(loss) and equity with regards to the Company‟s financial assets and financial liabilities and the USD/MUR exchange rate “all other things being equal”.

It assumes a 12% change of the USD/MUR exchange rate for the year ended 31 December 2015 (2014:5%). These percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Company‟s foreign currency financial instruments held at the reporting date.

If the MUR had weakened against the USD by 12% (2014: 5%), then this would have the following impact:

			Profit/loss and equity
			2015	2014
			USD	USD
At	31	December	-	(454)

If the MUR had strengthened against the USD by 12% (2014:5%), then this would have the following impact:

			Profit/loss and equity
			2015	2014
			USD	USD
At	31	December	-	454

Interest rate sensitivity

The Company‟s exposure to interest rate risk is limited to its bank balance and the interest thereon is based on market rates. At 31 December 2015, the bank balance stood at USD 1,928 (2014: USD 1,000) and no bank interest income was earned during the year.

4.2 Credit risk analysis

Credit risk is the risk that counterparty fails to discharge an obligation to the Company. The Company‟s exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:

	2015	2014
	USD	USD
Assets
Current
Receivables	1,826	96,260
Cashand cashequivalents	1,928	1,000
Total	3,754	97,260

The credit risk for the bank balance is considered negligible, since the counterparty is a reputable bank.

4.3 Liquidity risk analysis

Liquidity risk is the risk arising from the Company not being able to meet its financial obligations as and when they fall due.

The Company manages liquidity risk by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. Funding for long term liquidity needs is secured by loans from related parties and raising funds on the stock exchange.

The following are the contractual maturities of the financial liabilities:

	Within	More than	Within	More than
	1 year	1 year	1 year	1 year
	2015	2015	2014	2014
	USD	USD	USD	USD
Payables and accruals	40,281	-	226,459	-

5 Capital risk management policies and procedures

The Company‟s capital objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns to shareholders and other stakeholders.

The Company aims to maintain a reasonable gearing ratio, which would allow it to achieve its investment objectives.

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of the statement of financial position.

The Company sets the amount of capital in proportion to its overall financing structure, that is, equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid, reduce capital, issue new shares, or sell assets to reduce debts.

At 31 December 2015, the Company was not geared.

6. Fair value measurement

Fair value measurement of financial instruments

The Company‟s financial assets and liabilities are measure at their carrying amounts which approximate their fair values.

Fair value measurement of non-financial assets

The Company‟s non-financial assets consist of prepayments and investment in associates.

For both non-financial assets and non-financial liabilities, the fair value measured is not applicable since these are not measured at fair value on a recurring or non-recurring basis in the statement of financial position.

7. Investment in associate

		2015	2014
		USD	USD
Value at 01 January		1,389,834	5,118,890
Share of profit/(loss)		28,408	(717,569)
Impairment loss		-	(2,800,000)
Currency translation difference		-	(211,487)
Value at 31 December		1,418,242	1,389,834
Details of the investment are as follows:
Name of associate	Country of incorporation	Principal activity	% Interest Held
			2014 and 2015
Go Life Health Products Ltd South Africa		Health Care Providers	22%
		and services

The summarised financial information below represents amounts shown in the associate‟s financial statements.

Go Life Health Products

8.

Investee company	Assets	Liabilities	Revenue	(Loss)/profit
				USD
At 31 December 2015	3,901,628	1,649,337	851,177	129,127
At 31 December 2014	6,915,126	295,178	1,092,560	(3,356,598)
Receivables
			2015	2014
			USD	USD
Prepayments			5,946	2,908
Due from related parties			96,260	96,260
Amount written off			(96,260)	-
			5,946	99,168
Total

The carrying amounts of other receivables approximate their fair values.

9. Cash and cash equivalents

10. 11.	2015 2014 USD USD Cash at bank in USD 1,928 1,000
	Stated capital 2015 2014 Issued and fully paid: USD USD 96,650,000 shares of USD 0.10 each 9,665,000 9,665,000 100 shares of USD 1 each 100 100 Total 9,665,100 9,665,100
	Payables and accruals 2015 2014 USD USD Other payables and accruals 40,281 226,459 Other payables 239,520 - Amount written back (239,520) - Total 40,281 226,459

The carrying values of payables and accruals approximate their fair values at the reporting date.

12. Taxation

(i) Income tax

Under current laws and regulations, the Company is liable to pay income tax on its net income at a rate of 15%. The Company is, however, entitled to a tax credit equivalent to the higher of actual foreign tax suffered or a deemed tax credit of 80% of Mauritius tax payable in respect of its foreign source income, thus reducing its effective tax rate to 3%. No Mauritian capital gain tax is payable on profits arising from sale of securities, and dividends paid by the Company to its shareholders will be exempt in Mauritius from any withholding tax.

At 31 December 2015, the Company did not have any income tax liability due to tax losses carried forward.

(ii) Income tax reconciliation

The tax charge on the Company‟s profit / (loss) differs from the theoretical amount that would arise using the effective tax rate of the Company as follows:

	2015	2014
	USD	USD
Profit / (loss) before tax	122,292	(3,572,019)
Tax at effective rate of 3%	3,667	(107,161)
Non-allowable expenses	2,889	-
Allowable expenses	-	84,000
Exempt income	(852)	21,528
Deferredtaxasset not recognized	(5,704)	1,633
Total	-	-

(iii) Deferred taxation

Deferred income tax is calculated on all temporary differences under the liability method at the rate of 15%. At 31 December 2015, no deferred tax asset has been recognised in respect of the tax losses carried forward as no taxable income is probable in the foreseeable future.

13. Related party transactions

The nature, volume of transactions and balances with the related parties are as follows:

				Debit balances
			Debit/(credit)	at
Nature of	Nature of	Volume of	balances	31 December
relationship	transaction	transaction at 31 December		2014
			2015
		USD	USD	USD
Common shareholder	Receivable	87,863	-	87,863
Director	Director fees	4,000	-	-
Director	Receivable	8,397	-	8,397
Director	Expenses	8,626	(8,626)	-

14. Event after the reporting date

(i) Investments

In June 2016, the Company had acquired shares in 4 companies and these companies will be classified as subsidiaries

(ii) Issue of shares

The Company offered 803 349 900 ordinary shares on the Stock Exchange of Mauritius for USD 24m

(iii) Dual listing The Company has applied for a dual listing (secondary listing) on the Johannesburg Stock Exchange Limited, South Africa.

15. Headline earnings/(loss) information

USD	2015	2014
*Reconciliation of headline loss:*
Profit/ Loss for the year	122 292	(3 783 506)
Adjustments: - Impairment losses	-	2 800 000
Headline earnings/ loss	122 292	(983 506)
*Per share information:*
Weighted number of shares issued	96 651 000	96 651 000
Earnings/ Loss per share (US cents)	1.27	(3.9)
Headline Earnings/loss per share (US cents)	1.27	(1.01)

ANNEXURE 1B

EXTRACT FROM THE PUBLISHED QUARTERLY INFORMATION OF GO LIFE INTERNATIONAL

It is noted that the Go Life International has changed its year end to the end of February each year, with the first new reporting period being the 14 months ending 28 February 2017. Accordingly the second quarter or interim reporting has included information for the 8 months ended 31 August 2016.

QUARTER 2 of 2016 – INTERIM RESULTS:

An extract from the financial statements of Go Life International for the period ended 31 August 2016 as set out below falls under the responsibility of the board of Go Life International. The quarterly financial statements were prepared in accordance with IFRS and in compliance with the Mauritian Companies Act, 2001. The financial statements were unaudited and are extracted from the published information on SEM.

Consolidated Unaudited Financial Statements for the period ended August 31, 2016

Condensed Statement of Financial Position

USD	Quarter 2 As at 31 August 2016
Assets Non-current assets Investments in Associates/ Subsidiary Intangible Assets Property, Plant and Equipment Current Assets Trade and Other Receivables Cash and Cash Equivalents Total Assets EQUITY Capital and Reserves Share Capital Retained Income / (Accumulated Losses) Non-distributable Reserves Foreign Currency Translation Reserve LIABILITIES Non-Current Liabilities Loan - Shareholders Current Liabilities Trade and Other Payables Tax Payables Total equity and Liability	28 693 868 - 22 312 860 6 381 008 408 133 183 257 224 875
	29 102 001
	28 125 445 33 765 570 (8 244 957) 2 376 875 227 958 881 747 881 747 94 809 94 809 -
	29 102 001

Condensed Statement of Comprehensive Income

USD	Period ended 31 August 2016
Revenue Expenses Profit/ (Loss) from operations Share of profits - associate Finance income Finance cost Profit/ (Loss) before taxation Taxation Profit/ (Loss) for the period Other Comprehensive income Total Comprehensive Income/ loss for the period	559 098 (551 209)
	47 889 - 5 154 (922)
	52 120 -
	52 120 -
	52 120
Condensed Statement of Cash flows
USD	Period ended 31 August 2016
Cashflow from operating activities Cashflow from investing activities Cashflow from financing activities Foreign Exchange movement Cash and cash equivalents at the start of the period Cash and cash equivalents at the end of the period	(86 657) (24 673 219) 24 982 217
	222 341 - 2 534
	224 875

Condensed Statement of Changes in equity

USD	Share capital Currency Translation difference Retained earnings Non Distributable Reserves Total
Balance at June 2016 Total Comprehensive income for the year Share Capital Issued Share Capital Cost Revaluation of Properties Balance at 31 August, 2016	9 665 100 227 958 (8 279 077) - 1 595 981 - - 52 120 - 52 120 24 100 470 - - - 24 100 470 - - - - - 2 376 875 2 376 875
	33 765 570 227 958 (8 244 957) 2 376 875 28 125 445

Company Outlook

Due to various delays, the dual listing process had to be re-established. The required procedure was followed and the necessary representations were given to the AltX committee of the JSE. The JSE has given the company their approval to submit the relevant documentation for their final approval. The company believes that the dual listing will be finalised before the end of October 2016.

Besides the above matter, the directors are not aware of any other significant matter or circumstance arising since the end of the financial year, not otherwise dealt with in the annual financial statements, which significantly affect the financial position of the company or the results of its operations to the dates of this report.

Dividends

No dividends were authorised or paid during the period under review

Notes:

The Company is required to publish financial results for the three and six months ended 31 August 2016 in terms of the Listing Rule 12.19 of the SEM. The abridged unaudited consolidated financial statements for the three and six months ended 31 August 2016 (“financial statements”) have been prepared in accordance with the measurement and recognition requirements of IFRS, the requirements of IAS34: Interim Financial Reporting and the SEM Listing Rules.

The accounting policies adopted in the preparation of these financial statements are consistent with those applied in the preparation of audited financial statements for the year ended 29 February 2016.

The abridged unaudited consolidated financial statements have not been reviewed or reported on by the Company‟s external auditors. The Board accepts full responsibility for the accuracy of the information contained in these financial statements. The directors are not aware of any matters or circumstances arising subsequent to the period ended 31 August 2016 that require any additional disclosure or adjustment to the financial statement.

ANNEXURE 2A

INDEPENDENT REPORTING ACCOUNTANT‟S REPORT ON THE HISTORICAL FINANCIAL INFORMATION ON GO LIFE HEALTH PRODUCTS

“10 November 2016 The Directors Go Life International Limited 6th Floor Ken Lee Building Cnr Edith Cavell & Brown Sequard Street Port Louis Mauritius

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS‟ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF GO LIFE HEALTH PRODUCTS PROPRIETARY LIMITED

INTRODUCTION

Go Life International Limited (“Go Life International”) is issuing a Prelisting Statement relating to its proposed secondary inward listing on the JSE Limited (“JSE”). Ahead of the listing, Go Life International has acquired the remaining 78% in Go Life Health Products Proprietary Limited (“Go Life Health Products”) which is regarded as a substantial acquisition in accordance with the JSE Listings Requirements. At your request and for the purposes of the Prelisting Statement to be dated on or about 14 November 2016 (“the Prelisting Statement”), we present our report on the historical company financial information of Go Life Health Products referred to in paragraph 4.2 and as presented in Annexure 3A to the Prelisting Statement.

At your request and for the purposes of the prelisting statement, we have:

audited the financial information of Go Life Health Products which comprises the statement of financial position as at 29 February 2016, the statement of comprehensive income, statement of changes in equity and cash flows for the year then ended as well as the accounting policies and other explanatory notes for this period;

(“the Historical Financial Information”).

for the purposes of complying with the JSE Limited (“JSE”) Listings Requirements and for inclusion in the prelisting statement.

RESPONSIBILITY

Director‟s responsibility

The directors of Go Life Health Products are responsible for the compilation, contents and preparation of the prelisting statement in accordance with the JSE Listings Requirements. The directors of Go Life Health Products are responsible for the preparation of the Historical Financial Information and fair presentation in accordance with International Financial Reporting Standards and in the manner required by the JSE listings Requirements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and presentation of Historical Financial Information that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Reporting accountants‟ responsibility

Our responsibility is to express an audit opinion for the year ended 29 February 2016 based on our audit procedures respectively.

Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B).

The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

HISTORICAL FINANCIAL INFORMATION

Introduction

We have audited the financial information for the year ended 29 February 2016 comprising the Historical Financial Information prepared in accordance with International Financial Reporting Standards.

Scope of audit

We conducted our audit of the financial information for the year ended 29 February 2016 in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the abovementioned Historical Financial Information. The procedures selected depend on the auditor‟s judgement, including the assessment of the risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity‟s preparation and fair presentation of the Historical Financial Information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity‟s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Audit opinion on historical financial information for the year ended 29 February 2016

In our opinion, the financial information of Go Life Health Products, presents fairly, in all material respects, for the purposes of the prelisting statement, the financial position of Go Life Health Products at 29 February 2016, and its financial performance and cash flows for the periods then ended in accordance with International Financial Reporting Standards and in the manner required by the JSE Listings Requirements.

Emphasis of matter

Without qualifying our opinion, we draw attention to note 21 of these financial statements which discloses that the ability of the company to continue as a going concern is dependent on the shareholder‟s ability to procure funding for the ongoing operations for the company and that the sub-ordination agreement referred to in note 21 of the financial statements will remain in force for so long as it takes to restore the solvency of the company.

CONSENT

We consent to the inclusion of this report, which will form part of the Prelisting Statement (“PLS”).

Yours faithfully

PKF (VGA) Member firm of PKF International Ltd IRBA number 195499 Per: Herman Nieuwoudt Director Registered Auditor 89 Michelle Avenue Randhart Alberton”

ANNEXURE 2B

INDEPENDENT REPORTING ACCOUNTANTS‟ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF GOTHA HEALTH PRODUCTS PROPRIETARY LIMITED

“10 November 2016

The Directors Go Life International Limited 6[th] Floor Ken Lee Building Cnr Edith Cavell & Brown Sequard Street Port Louis Mauritius

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS‟ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF GOTHA HEALTH PRODUCTS PROPRIETARY LIMITED

INTRODUCTION

Go Life International Limited (“Go Life International”) is issuing a Prelisting Statement relating to its proposed secondary inward listing on the JSE Limited (“JSE”). Ahead of the listing, Go Life International has acquired the remaining 78% in Go Life Health Products Proprietary Limited (“Go Life Health Products”) which is regarded as a substantial acquisition in accordance with the JSE Listings Requirements together with Gotha Health Products Proprietary Limited (“Gotha Health Products”). At your request and for the purposes of the Prelisting Statement to be dated on or about 14 November 2016 (“the Prelisting Statement”), we present our report on the historical company financial information of Gotha Health Products referred to in paragraph 4.2 and as presented in Annexure 3B to the Prelisting Statement.

At your request and for the purposes of the Prelisting statement, we have:

audited the financial information of Gotha Health Products which comprises the statement of financial position as at 29 February 2016, the statement of comprehensive income, statement of changes in equity and cash flows for the year then ended as well as the accounting policies and other explanatory notes for this period;

(“the Historical Financial Information”),

for the purposes of complying with the JSE Listings Requirements and for inclusion in the Prelisting Statement.

RESPONSIBILITY

Director‟s responsibility

The directors of Go Life International are responsible for the compilation, contents and preparation of the Prelisting Statement in accordance with the JSE Listings Requirements. The directors of Go Life International are responsible for the preparation of the Historical Financial Information and fair presentation in accordance with International Financial Reporting Standards and in the manner required by the JSE Listings Requirements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and presentation of Historical Financial Information that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Reporting accountants‟ responsibility

Our responsibility is to express an audit opinion for the year ended 29 February 2016 based on our audit procedures respectively.

Independence and Quality Control

HISTORICAL FINANCIAL INFORMATION

Introduction

We have audited the financial information for the year ended 29 February 2016 comprising the Historical Financial Information prepared in accordance with International Financial Reporting Standards.

Scope of audit

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Audit opinion on historical financial information for the year ended 29 February 2016

In our opinion, the financial information of Gotha Health Products, presents fairly, in all material respects, for the purposes of the Prelisting Statement, the financial position of Gotha at 29 February 2016, and its financial performance and cash flows for the periods then ended in accordance with International Financial Reporting Standards and in the manner required by the JSE Listings Requirements.

CONSENT

We consent to the inclusion of this report, which will form part of the Pre-Listing Statement.

Yours faithfully

PKF (VGA) Member firm of PKF International Ltd IRBA number 195499 Per: Herman Nieuwoudt Director Registered Auditor 89 Michelle Avenue Randhart Alberton”

ANNEXURE 3A

EXTRACT FROM THE HISTORICAL FINANCIAL INFORMATION ON GO LIFE HEALTH PRODUCTS

This annexure contains an extract from the audited historical financial information of Go Life Health Products for the year ended 29 February 2016, with comparative information for the year ended 28 February 2015. The information is taken from the audited annual financial statements of Go Life Health Products. The financial statements were prepared in the manner required by the Act, where applicable and in accordance with IFRS and were reported on with a modified opinion relating to an emphasis of matter by PKF for the year ended 29 February 2016. Shareholders are referred to the unqualified opinion on the group results as set out in Annexure 17 and Annexure 18, noting that the group results do not contain an emphasis of matter and the inward listing cures the technical ability to consolidate the results in accordance with IFRS. It should be noted that the pro forma consolidated information contained in Annexure 18 is more representative of the group that was acquired on 03 June 2016. The information presented in this Annexure 3A is the responsibility of the directors of Go Life Health Products.

PKF has been appointed as the Reporting Accountant. Its audit report on the audited historical financial information contained in Annexure 2A to this Prelisting Statement.

The board of directors, comprising of Gerhard Naudè, Eugene Alt and Maria Naudè, historically made all management decisions.

There has been no material change in the nature of the business of the Go Life Health Products since 29 February 2016 until the Last Practicable Date

1. Review of financial results and activities

The financial statements have been prepared in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. The accounting policies have been applied consistently compared to the prior year.

Full details of the financial position, results of operations and cash flows of the Company are set out in these financial statements.

Main business and operations

The company is primarily engaged as a distributor of health products and operates principally in South Africa.

Interest in subsidiaries

Go Life Health Products holds 100% in Gotha Health Products.

Statement of financial position

The Company cash and cash equivalents increased by 71.27% from R1 500 on 28 February 2015 to R2 569 on 29 February 2016. Shareholder loans increased by 986,36% while trade and other payables decreased by 12,56% for the same period.

Statement of comprehensive income

The Company recorded a net loss after tax for the year ended 29 February 2016 of R1.03 million (2015: R(532 521)).

Statement of cash flow

Company cash outflow in operating activities increased to R 1.22 million for the year ended 29 February 2016, compared to a cash outflow in operating activities of R174 727 for the year ended 28 February 2015.

2. Share capital

There have been no changes to the authorised or issued share capital during the year under review.

			2016	2015
Authorised				Number of shares
Ordinary shares			1 000 000 000	1 000 000 000
	2016	2015	2016	2015
Issued	R	R		Number of shares
Ordinary shares	1 800	1 800	180 000 000	180 000 000

3. Directorate

The executive directors in office at the date of this report are as follows:

Eugene Alt; Maria Elizabeth Naudè; and Gerhard Christiaan Jacobus Naudè.

There have been no changes to the Directorate for the year under review.

4. Events after the reporting period

The directors are not aware of any material event or circumstances arising since the end of the financial year, not otherwise dealt with in this report or the annual financial statements, which significantly affect the financial position of the company or the results of its operations to the date of this report.

5. Going concern

We draw the attention to the fact that at 29 February 2016, the company has accumulated losses of R 2 065 546 and that the company's total liabilities exceed its assets by R 2 063 749.

The annual financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

The ability of the company to continue as a going concern is dependent on a number of events, the most significant of which includes the successful dual listing of the company, Go Life International Limited, on the Alternative Exchange of the JSE Ltd; and that the subordination agreement, referred to in note 3, will remain in force until such time that the assets of the company, fairly valued, exceed its liabilities.

6. Auditors

PKF (VGA) Chartered Accountants (SA) were appointed as auditors for the company for 2016. At the AGM, the shareholder will be requested to reappoint PKF (VGA) Chartered Accountants (SA) as the independent external auditors of the company and to confirm Herman Nieuwoudt as the designated lead audit partner for the 2017 financial year.

7. Secretary

The secretary of the company is J Rabie whose business and postal address is as follows:

Business address	Postal address
45 Johan Heunis Crescent	PO Box 775
George, 6529	George
	6530

Statement of Financial Position as at 29 February 2016

Figures in Rand Note(s)	2016 2015
Assets Non-Current Assets Prepayments 4 Current Assets Cash and cash equivalents 5 Total Assets Equity and Liabilities Equity Share capital 6 Accumulated loss Liabilities Non-Current Liabilities Loans from shareholders 3 Other financial liabilities 7 Current Liabilities Current tax payable Trade and other payables 8 Bank overdraft 5 Total Liabilities Total Equity and Liabilities	1 000 000 1 000 000
	2 569 1 500
	1 002 569 1 001 500
	1 800 1 800 (2 065 546) (1 036 380)
	(2 063 746) (1 034 580)
	1 704 534 156 903 - 327 500
	1 704 534 484 403
	44 082 44 082 1 317 699 1 506 969 - 626
	1 361 781 1 551 677
	3 066 315 2 036 080
	1 002 569 1 001 500

Statement of Profit and Loss and Other Comprehensive Income for the year ended 29 February 2016

Note(s)	2016 2015
Revenue 9 Cost of sales 10 Gross profit Other income Operating expenses Operating loss 11 Investment revenue 12 Finance costs 13 Loss for the year Other comprehensive income Total comprehensive loss for the year	48 419 106 823 (28 878) (72 751)
	19 541 34 072 - 78 942 (1 048 714) (453 224)
	(1 029 173) (340 210) 7 11 - (192 322)
	(1 029 166) (532 521) - -
	(1 029 166) (532 521)

Statement of Changes in Equity for the year ended 29 February 2016

Figures in Rand	Share Capital R	Accumulated Loss R Total Equity R
Balance at 01 March 2014 Loss for the year Other comprehensive income Total comprehensive Loss for the year Balance at 01 March 2015 Loss for the year Other comprehensive income Total comprehensive Loss for the year Balance at 29 February 2016 Note	1 800 - -	(503 859) (502 059) (532 521) (532 521) - -
	-	(532 521) (532 521)
	1 800	(1 036 380) (1 034 580)
	- -	(1 029 166) (1 029 166) - -
		(1 029 166) (1 029 166)
	1 800 6	(2 065 546) (2 063 746)
Statement of Cash Flows
Figures in Rand	Note(s)	2016 2015
Cash flows from operating activities Cash used in operations Interest income Finance costs Net cash from operating activities Cash flows from investing activities Cash from financing activities Repayment of other financial liabilities Proceeds from shareholders loan Repayment of shareholder loan Net cash from financing activities Total cash movement for the year Cash at the beginning of the year Total cash at end of the year	14 5	(1 218 443) 17 584 7 11 - (192 322)
		(1 218 436) (174 727)
		(327 500) - 1 547 631
		- (178 499)
		1 220 131 178 499
		1 695 3 772 874 (2 898)
		2 569 874

1. Presentation of Financial Statements

The financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act. The financial statements have been prepared on the historical cost basis, except for the measurement of certain financial instruments if any at fair value, and incorporate the principal accounting policies set out below. They are presented in South African Rands.

These accounting policies are consistent with the previous period except for any new standards or interpretations adopted in the current year.

1.1 Significant judgements and sources of estimation uncertainty

In preparing the financial statements, management is required to make estimates and assumptions that affect the amounts represented in the financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the financial statements. Significant judgements include:

Trade receivables, and Loans and receivables

The company assesses its trade receivables and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the company makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset.

The impairment for trade receivables and loans and receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated loss emergence period.

Impairment testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the [name a key assumption] assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets.

The company reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including [list entity specific variables, i.e. production estimates, supply demand], together with economic factors such as [list economic factors such as exchange rates inflation interest.

Taxation

Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the company to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

1.2 Financial instruments

Classification

The company classifies financial assets and financial liabilities into the following categories:

Loans and receivables
Financial liabilities measured at amortised cost

Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition. Classification is re-assessed on an annual basis.

A financial asset classified as available-for-sale that would have met the definition of loans and receivables may be reclassified to loans and receivables if the entity has the intention and ability to hold the asset for the foreseeable future or until maturity.

Initial recognition and measurement

Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments.

The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets.

For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument.

Regular way purchases of financial assets are accounted for at trade date.

Subsequent measurement

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the company has transferred substantially all risks and rewards of ownership.

Impairment of financial assets

At each reporting date the company assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired.

For amounts due to the company, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment.

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator of impairment. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity as a reclassification adjustment to other comprehensive income and recognised in profit or loss.

Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the financial asset's recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised.

Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.

Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost because fair value was not determinable.

Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating expenses. When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses.

Loans from shareholders, directors, managers and employees

These financial assets are classified as loans and measured at cost.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other shortterm highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.

1.3 Tax

Current tax assets and liabilities

Current tax for current and prior periods are recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from:

the initial recognition of goodwill; or
the initial recognition of an asset or liability in a transaction which:
is not a business combination; and
at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax liability is recognised for all taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures, except to the extent that both of the following conditions are satisfied:

the parent, investor or venturer is able to control the timing of the reversal of the temporary difference; and
it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that:

is not a business combination; and
at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent that it is probable that:

the temporary difference will reverse in the foreseeable future; and
taxable profit will be available against which the temporary difference can be utilised.

A deferred tax asset is recognised for the carry forward of unused tax losses and unused STC credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or a business combination.

Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income.

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.

1.4 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating leases – lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease asset. This liability is not discounted.

Any contingent rents are expensed in the period they are incurred.

1.5 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities .

1.6 Revenue

Revenue from the sale of goods is recognised when all the following conditions have been satisfied:

the company has transferred to the buyer the significant risks and rewards of ownership of the goods;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the company; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.

Interest is recognised, in profit or loss, using the effective interest rate method.

1.7 Turnover

Turnover comprises of sales to customers and service rendered to customers. Turnover is stated at the invoice amount and is exclusive of value added taxation.

1.8 Cost of sales

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any writedown of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any writedown of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

The related cost of providing services recognised as revenue in the current period is included in cost of sales.

2. New Standards and Interpretations

2.1 Standards and interpretations not yet effective

The company has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the company‟s accounting periods beginning on or after 01 March 2016 or later periods. Management is still evaluating the impact of the below standards on the annual financial statements.

Standards issued and effective on or after 1 January 2017:

IAS 12 Income Taxes IAS 7 Statement of Cash flows

Standards issued and effective on or after 1 January 2018:

IFRS 9 Financial Instruments

IFRS 15 Revenue from contracts from customers.

Standards issued and effective on or after 1 January 2019:

IFRS 16 Leases.

3. Loans to (from) shareholders

Naudè Family Trust

(1,704,534) (156,903)

The loan is unsecured, interest free and repayment is not due within the next 12 months. The loan has been subordinated in favour of other creditors, until such time as the company‟s assets, fairly valued, exceed its liabilities.

4. Prepayment

Prepayments have been recognised in respect of payments made to the shareholders of Gotha Health Products for an investment in that company. Transfer of ownership is expected to take place upon listing of Go Life International on the AltX.

5. Cash and cash equivalents

Cash and cash equivalents consist of: Bank balances Bank overdraft Current assets Current liabilities 6. Share Capital Authorised Ordinary shares of no par value Issued 180 000 000 Ordinary shares of no par value 7. Other financial liabilities Held at amortised cost T Kleinhans – the loan is unsecured, bears interest at 12% per annum and was repaid in the current year JP Locke – the loan is unsecured, bears interest at 20% per annum and was repaid in the current year Non-current liabilities At amortised cost	2016 2015
	2 569 1 500 - (626)
	2 569 874
	2 569 1500 - (626)
	2 569 874

	2016 2015
	1 000 000 000 1 000 000 000
	1 800 1 800

	2016 2015
	- 50 000 - 277 500
	- 327 500
	- 327 500

8. Trade and other payable

Trade payables VAT	2016 2015
	1 277 411 1 467 024 40 288 39 945
	1 317 699 1 506 969

9. Revenue

Sales of goods

10. Cost of sales

Sales of goods Cost of goods sold

2016	2015
48 419	106 823

2016	2015
28 878	72 751

11. Operating loss Operating loss for the year is stated after accounting for the following:

Premises Equipment 12. Investment revenue Investment revenue Bank 13. Finance costs Shareholders Bank 14. Cash used in operations Loss before taxation Adjustments for: Interest received – investment Finance costs Changes in working capital Inventories Trade and other payables 15. Tax Payable Balance at the beginning of the year Prior year correction Balance at the end of the year 16. Related parties Relationships Shareholder with significant influence – Naude Family Trust Related party balances Loan accounts – owing (to) by related parties Naudè Family Trust	2016 2015
	23 112 157 884 - 3 084
	23 112 160 968

	2016 2015
	7 11

	2016 2015
	- 56 000 - 136 322
	- 192 322

	2016 2015
	(1 029 166) (532 521) (7) (11) - 192 322 - 51 844 (189 270) 305 950
	(1 218 443) 17 584

	2016 2015
	(44 082) - - (44 082) 44 082 44 082
	- -
	2016 2015 (1 704 537) (156 903)

17. Directors‟ emoluments

No emoluments were paid to the directors or any individuals holding a prescribed office during the year.

18. Prior period errors

Accounts payable was not accrued for. The amount derived from purchases of stock in prior years.
Correction of taxes outstanding from prior years.
Correction of vat outstanding from prior years

The correction of the error(s) results in adjustments as follows:

Statement of Financial Position Current Liabilities Taxation Vat Profit or Loss Retained Earnings	2016 2015
	- (372 516) - (44 082) - (63 851) - 480 449

19. Categories of financial instruments Categories of financial instruments - 2016 Assets

Categories of financial instruments Categories of financial instruments Assets	- 2016
Note(s) Non-current assets Prepayments 4 Current assets Cash and cash equivalents 5 Total assets Equity and liabilities Equity Equity attributable to equity holders of parent Share capital 6 Retained income 6 Total equity Liabilities Non-current liabilities Loans from shareholders 3 Current liabilities Current tax payable Trade and other payables 8 Total liabilities Total equity and liabilities	Debt instruments at amortised cost Financial liabilities at amortised cost Leases Equity and non- financial assets and liabilities Total - - - 1 000 000 1 000 000
	2 569 - - 2 569
	2 569 - - 1 000 000 1 002 569
	- - - 1 800 1 800 - - - (503 859) (503 859)
	- - (502 059) (502 059)
	- - - (502 059) (502 059)
	- 1 704 534 - - 1 704 534
	- - - 44 082 44 082 - 1 277 411 - 40 288 1 317 699
	- 1 277 411 - 84 370 1 361 781 - 2 981 945 - 84 370 3 066 315 - 2 981 945 - (417 689) 2 564 256

Categories of financial instruments - 2015 Assets

Note(s) Non-current assets Prepayments 4 Current assets Cash and cash equivalents 5 Total assets Equity and liabilities Equity Equity attributable to equity holders of parent Share capital 6 Retained income 6 Total equity Liabilities Non-current liabilities Loans from shareholders 3 Other financial liabilities 7 Current liabilities Current tax payable Trade and other payables 8 Bank overdraft 5 Total liabilities Total equity and liabilities	Debt instruments at amortised cost Financial liabilities at amortised cost Leases Equity and non- financial assets and liabilities Total - - - 1 000 000 1 000 000
	1 500 - - 1 500
	1 500 - - 1 000 000 1 001 500
	- - - 1 800 1 800 - - -(2 065 546) (2 065 546
	- - (2 063 746) (2 063 746)
	- - - (2 063 746) (2 063 746)
	- 156 903 - - 156 903 - 327 500 - - 327 500 - 484 403 - - 484 403 - - - 44 082 44 082 - 1 506 969 - - 1 506 969 - 626 - - 626 - 1 507 595 - 44 082 1 551 677 - 1 991 998 - 44 082 2 036 080 - 1 991 998 - (2 019 664) (27 666)

20. Risk management

Capital risk management

The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern in order to provide returns for shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the company consists of debt, which includes the borrowings (excluding derivative financial liabilities) disclosed in notes 3 & 7 cash and cash equivalents disclosed in note 5, and equity as disclosed in the statement of financial position.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholder, return capital to shareholder, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the company monitors capital on the basis of the debt: equity ratio.

This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the statement of financial position) less cash and cash equivalents. Total equity is represented in the statement of financial position.

The debt: equity ratio at 2016 and 2015 respectively were as follows:

Debt equity ratio

1.49 1.97

Financial risk management

The company‟s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

The company‟s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the company‟s financial performance. The board of directors provides written principles for overall risk management, as well as written policies covering specific areas, such as interest rate risk, credit risk and investment of excess liquidity.

Liquidity risk

The company‟s risk to liquidity is a result of the funds available to cover future commitments. The company manages liquidity risk through an on-going review of future commitments and credit facilities.

At 29 February 2016	Less than 1 year	Over 5 years
Borrowings	-	1,074,534
Trade and other payables	1,074,534	-
At 28 February 2015	Less than 1 year	Over 5 years
Borrowings	-	484,403
Trade and other payables	1,506,969	-

Interest rate risk

As the company has no significant interest-bearing assets, the company‟s income and operating cash flows are substantially independent of changes in market interest rates.

Credit risk

Credit risk consists mainly of cash deposits, cash equivalents, derivative financial instruments and trade debtors. The company only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-party.

21. Going concern

We draw attention to the fact that at 29 February 2016, the company had accumulated losses of R(2 065 546) and that the company's total liabilities exceed its assets by R (2 063 746).

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

The ability of the company to continue as a going concern is dependent on a number of events, the most significant of which includes the successful dual listing of the company, Go Life International Limited, on the Alternative Exchange of the JSE Ltd; and that the subordination agreement referred to in note 3 will remain in force until such time that the assets of the company, fairly valued, exceed its liabilities.

22. Events after the reporting period

The controlling shareholder of the company has concluded an agreement for the sale of the remaining 78% shareholding to Go Life Global Limited, a wholly owned subsidiary of Go Life International Limited. The acquisition was approved at a General Meeting of shareholders of Go Life International Limited on 24 May 2016, which acquisition provided for the issue of shares to the Naude Family Trust, which in turn has settled the issue of shares to the vendors of Gotha Health Products Proprietary Limited in terms of the original acquisition agreement for the acquisition of 100% of Gotha Health Products Proprietary Limited. In accordance with Exchange Control Requirements of the South African Reserve Bank, the shares will only be released to the various vendors on listing on the JSE. Go Life International has been granted approval by the AltX Advisory Committee to apply for the listing on AltX and the company has commenced with the application to the JSE, which listing is expected to be approved during October 2016.

ANNEXURE 3B

EXTRACT FROM AUDITED HISTORICAL INFORMATION ON GOTHA HEALTH PRODUCTS

This annexure contains an extract from the audited historical financial information of Gotha Health Products for the year ended 29 February 2016, with comparative information for the year ended 28 February 2015. The information is taken from the audited annual financial statements of Gotha Health Products. The financial statements were prepared in the manner required by the Act, where applicable and in accordance with IFRS and were reported on without qualification by PKF for the year ended 29 February 2016 and without qualification by BDO for the year ended 28 February 2015. The information presented in this Annexure 3B is the responsibility of the directors of Go Life International.

PKF has been appointed as the Reporting Accountant. Its audit report on the audited historical financial information contained in Annexure 2B to this Prelisting Statement.

The board of directors, comprising of Robert Matzner and Quinton Matzner, historically made all management decisions.

There has been no material change in the nature of the business of the Gotha Health Products since 29 February 2016 up to the Last Practicable Date.

1. Review of activities

Main business and operations

The company is primarily engaged as a distributor of health products and operates principally in South Africa. There have been no material changes to the nature of the company‟s business from the prior year.

Statement of financial position

The Company cash and cash equivalents increased by 2.5% from 28 February 2015 to 29 February 2016. Shareholder loans declined by 11.94% while trade and other payables decreased by 16.1% for the same period.

Statement of comprehensive income

The Company recorded a net profit after tax for the year ended 29 February 2016 of R292 114 (2015 - R(672 667)), a decline of 56.57%.

Statement of cash flow

Company cash flows from operating activities was down to R430 859 for the year ended 29 February 2016, compared to R1 332 636 for the year ended 28 February 2015.

2. Share capital

There have been no changes to the authorised or issued share capital during the year under review.

					2016		2015
Authorised					Number of		shares
Ordinary shares					1	000	1	000
	2016		2015		2016		2015
Issued	R		R		Number of		shares
Ordinary shares		10		10		10		10

3. Directorate

Directorate	Directorate
The directors in office at the date of this report are as follows:
Directors	Designation
R Matzner	Non-executive
Q Matzner	Executive

There have been no changes to the Directorate for the year under review.

4. Events after the reporting period

In terms of an agreement signed in March 2011, the shareholders of the company signed an agreement for the sale of 100% of the company to Go Life Health Products Limited, which in turn was held 22% by Go Life International Limited, which company is listed in Mauritius. A portion of the purchase consideration remained outstanding at 29 February 2016. Subsequent to year end, shareholders of Go Life International Limited approved the acquisition of the remaining 78% of Go Life Health Products Limited and shares have been issued on a temporary share register in settlement of the share portion of the purchase consideration. The shares will be released from the temporary share register on listing on the AltX of the JSE. The remaining cash portion of the purchase consideration remains payable to the company‟s former shareholders by Go Life Health Products Limited.

5. Going concern

The directors believe that the company has adequate financial resources to continue in operation for the foreseeable future and accordingly the financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the company is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. The directors are not aware of any new material changes that may adversely impact the company. The directors are also not aware of any material noncompliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the company.

6. Auditors

PKF(VGA) was appointed as auditors for the company for the year ended 29 February 2016.

At the AGM, the shareholders will be requested to reappoint PKF(VGA) as the independent external auditors of the company and to confirm Herman Nieuwoudt as the designated lead audit partner for the 2017 financial year.

7. Interest in subsidiaries

Gotha Health Products does not have any subsidiaries.

Statement of Financial Position as at 29 February 2016

Figures in Rand Note(s)	2016 2015
Assets Non-Current Assets Property, plant and equipment 3 Current Assets Inventories 5 Current tax receivable Trade and other receivables 6 Cash and cash equivalents 7 Total Assets Equity and Liabilities Equity Share capital 8 Retained income Liabilities Non-Current Liabilities Loans from shareholders 4 Current Liabilities Trade and other payables 9 Total Liabilities Total Equity and Liabilities	102 015 170 381
	708 064 1 064 134 110 400 40 115 1 430 883 1 288 548 3 107 013 3 030 285
	5 356 360 5 423 082
	5 458 375 5 593 463
	10 10 2 499 635 2 207 521
	2 499 645 2 207 531
	2 494 444 2 832 620
	464 286 553 312
	2 958 730 3 385 932
	5 458 375 5 593 463

Statement of Profit and Loss and Other Comprehensive Income for the year ended 29 February 2016
Note(s)	2016 2015
Revenue 10 Cost of sales 11 Gross profit Operating expenses Operating loss Investment revenue 12 Loss on non-current assets held for sale or disposal groups Finance costs Profit before taxation Taxation Profit for the year Other comprehensive income Total comprehensive loss for the period	10 161 484 14 510 858 (3 703 878) (5 116 086)
	6 457 606 9 394 772 (6 163 552) (8 667 789)
	294 054 726 983 111 704 213 825 - (256) (44) -
	405 714 940 552 (113 600) (267 885) 292 114 672 667 - -
	292 114 672 667

Statement of Changes in Equity for the year ended 29 February 2016

Figures in Rand	Share Capital R	Accumulated Loss R Total Equity R
Balance at 01 March 2014 Profit for the year Other comprehensive income Total comprehensive Loss for the year Balance at 01 March 2015 Profit for the year Other comprehensive income Total comprehensive income for the year Balance at 29 February 2016 Note	10 - -	1 534 854 1 534 864 672 667 672 667 - -
	-	672 667 672 667
	10	2 207 521 2 207 531
	- -	292 114 292 114 - -
	-	292 114 292 114
	10 8	2 499 635 2 499 645
Statement of Cash Flows
Figures in Rand	Note(s)	2016 2015
Cash flows from operating activities Cash used in operations Interest income Finance costs Tax paid Net cash from operating activities Cash flows from investing activities Purchase of property, plant and equipment Sales of property , plant and equipment Net cash from investing activities Cash from financing activities Repayment of shareholders loan Net cash from financing activities Total cash movement for the year Cash at the beginning of the year Total cash at end of the year	13 14 3 3 7	503 084 1 167 513 111 704 213 825 (44) - (183 885) (48 702)
		430 859 1 332 636
		(15 955) (80 850) - 256
		(15 955) (80 594)
		(338 176) (68 142)
		(338 176) (68 142)
		76 728 1 183 900 3 030 285 1 846 385
		3 107 013 3 030 285

1. Presentation of Financial Statements

The financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act 71 of 2008. The financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below. They are presented in South African Rands.

These accounting policies are consistent with the previous period except for any new standards or interpretations adopted in the current year.

1.1 Significant judgements and sources of estimation uncertainty

Trade receivables and Loans and receivables

The company assesses its trade receivables and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the company makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset.

The impairment for trade receivables and loans and receivables is calculated on a portfolio basis, based on objective evidence such as past experience of collecting payments, an increase in the number of delayed payments past the average collection period, 90 days as well as observable changes in national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio.

Impairment testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets.

The company reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including production estimates, supply demand, together with economic factors such as exchange rates inflation interest.

Residual Value and Useful life of Property Plant and equipment

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate.

Taxation

The company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the company to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the company to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

1.2 Property, plant and equipment

The cost of an item of property, plant and equipment is recognised as an asset when:

it is probable that future economic benefits associated with the item will flow to the company; and
the cost of the item can be measured reliably.

Property, plant and equipment is initially measured at cost.

Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised.

Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value.

Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses.

The useful lives of items of property, plant and equipment have been assessed as follows:

Item	Average useful life
Furniture and fixtures	6years
Motor vehicles	5years
Office equipment	4years
IT equipment	3years

The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset.

The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

1.3 Financial instruments

Classification

The company classifies financial assets and financial liabilities into the following categories:

Loans and receivables
Financial liabilities measured at amortised cost

Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition. Classification is re-assessed on an annual basis, except for derivatives and financial assets designated as at fair value through profit or loss, which shall not be classified out of the fair value through profit or loss category.

Initial recognition and measurement

Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments.

For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument.

Regular way purchases of financial assets are accounted for at trade date.

Subsequent measurement

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Derecognition

Impairment of financial assets

Impairment losses are recognised in profit or loss.

Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.

Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost because fair value was not determinable.

Trade and other receivables

Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset‟s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in profit or loss.

Trade and other receivables are classified as loans and receivables.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.

1.4 Tax

Current tax assets and liabilities

Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or
a business combination.

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.

1.5 Leases

Operating leases – lessee

Any contingent rents are expensed in the period they are incurred.

1.6 Inventories

Inventories are measured at the lower of cost and net realisable value on the first-in-first-out basis.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

When inventories are sold, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

1.7 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

1.8 Employee benefits

Short-term employee benefits

The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

1.9 Revenue

Revenue from the sale of goods is recognised when all the following conditions have been satisfied:

the company has transferred to the buyer the significant risks and rewards of ownership of the goods;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the company; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest is recognised, in profit or loss, using the effective interest rate method.

1.10 Turnover

Turnover comprises of sales to customers. Turnover is stated at the invoice amount and is exclusive of value added taxation.

1.11 Cost of sales

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

The related cost of providing services recognised as revenue in the current period is included in cost of sales.

New Standards and Interpretations

2.1 Standards and interpretations not yet effective

The company has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the company‟s accounting periods beginning on or after 01 March 2016 or later periods. The below standards are not expected to have a material effect on the financial statements.

Standards issued and effective on or after 1 January 2017: IAS 12 Income Taxes IAS 7 Statement of Cash flows

Standards Issued and Effective on or after 1 January 2018:

IFRS 9 Financial Instruments. IFRS 15 Revenue from Contracts from Customers.

Standards Issued and Effective on or after 1 January 2019:

IFRS 16 Leases.

3. Property, plant and equipment

Furniture and fixtures Motor vehicles Office equipment IT equipment Total	2016 2015 Cost /Valuation Accumulated depreciation Carrying value Cost / Valuation Accumulated depreciation Carrying value
	30 020 (18 299) 11721 30 020 (13 477) 16 543 142 877 (115 788) 27 089 142 877 (87 213) 55 664 108 440 (74 394) 34 046 98 564 (56 081) 42 483 124698 (95 539) 29159 118 619 (62928) 55 691
	406 035 (304 020) 102 015 390 080 (219 699) 170 381

Reconciliation of property, plant and equipment - 2016

Reconciliation of property, plant and equipment	- 2016
Furniture and fixtures Motor vehicles Office equipment IT equipment	Opening balance Additions Depreciation Total
	16 543 - (4,822) 11,721 55 664 - (28,575) 27,089 42 483 9,876 (18,313) 34,046 55 691 6,079 (32,611) 29,159
	170 381 15 955 (84 321) 102 015

Reconciliation of property, plant and equipment - 2015

Furniture and fixtures Motor vehicles Office equipment IT equipment	Opening balance Additions Disposals Depreciation Total
	23 579 - (167) (6 869) 16 543 84 240 - (1) (28 575) 55 664 17 371 33 517 (75) (8 330) 42 483 39 932 47 333 (13) (31561) 55 691
	165 122 80 850 (256) (75 335) 170 381

A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for inspection at the registered office of the company.

4. Loans to (from) shareholders

R Matzner - The loan is unsecured, interest free and repayment is not due within the next 12 months. Q Matzner - The loan is unsecured, interest free and repayment is not due within the next 12 months.	2016 2015 R R (1 247 077) (1 285 077) (1 247 367) (1 547 543)
	(2 494 444) (2 832 620)

5. Inventories

Merchandise 6. Trade and other receivables Trade receivables Prepayments Deposits Staff loans Herbal Green Health Products (Pty) Ltd	708 064 1 064 134 1 268 178 1 276 602 148 830 - 5 153 5 124 1 900 - 6 822 6 822
	1 430 883 1 288 548

6. Trade and other receivables

Trade and other receivables past due but not impaired

Trade and other receivables which are less than 3 months past due are not considered to be impaired. At 29 February 2016, R 373 662 - (2015: R 390 709-) were past due but not impaired.

The ageing of amounts past due but not impaired is as follows:

1	month past due	1 146	16 356
2	months past due	-	1 837
3	months past due	372 516	372 516

7. Cash and cash equivalents

Cash and cash equivalents consist of:

Cash on hand Bank balances 8. Share capital Authorised 1000 Ordinary shares of R1 each Issued Ordinary 9. Trade and other payables Trade payables VAT Staff savings Accrued SARS payable Accrued accounting fees Accrued medical aid contributions 10. Revenue Sale of goods 11. Cost of sales Cost of goods sold 12. Investment revenue Interest revenue Bank 13. Cash generated from operations Profit before taxation Adjustments for: Depreciation and amortisation Loss on sale of non-current assets and disposal groups Interest received – investment Finance costs Other non-cash items Changes in working capital: Inventories Trade and other receivables Trade and other payables	699 162 788 792 2 407 851 2 241 493
	3 107 013 3 030 285
	1 000 1 000
	10 10 348 262 450 138 54 919 62 322 - 3 100 42 201 26 752 13 900 11 000 5 004 -
	464 286 553 312
	10 161 484 14 510 858
	3 703,878 5 116 086
	111 704 213 825
	2016 2015 405 714 940 552 84,321 75,335 - 256 (111 704) (213 825) 44 - - (256) 356 070 435 958 (142 335) 212 609 (89 026) (283 116)
	503 084 1 167 513

14. Tax paid Balance at beginning of the year Current tax for the year recognised in profit or loss Balance at end of the year	40 115 259 298 (113 600) (267 885) (110 400) (40 115)
	(183 885) (48 702)

15. Related parties
Relationships
Shareholder	R Matzner
Shareholder	Q Matzner
Shareholder with significant influence	Herbal Green Health Products (Pty) Ltd
Related party balances
Loan accounts - Owing (to) by related parties
R Matzner	(1	247 077) (1 285 077)
Q Matzner	(1	247 367) (1 547 543)
Amounts included in Trade receivable (Trade Payable) regarding related parties
Herbal Green Health Products CC		6 822	6 822

16. Directors' emoluments

Executive 2016

2016
R Matzner Q Matzner 2015 R Matzner Q Matzner	Emoluments Other benefits Total* 430 000 42 932 472 932 430 000 37 388 467 388
	860 000 80 320 940 320
	Emoluments Other Total benefits* 516 000 43 072 559 072 516 000 28 756 544 756
	1 032 000 71 828 1 103 828

Other benefits comprise of medical benefits.

17. Categories of financial instruments

Categories of financial instruments - 2016 Note(s) Assets Non-Current Assets Property, plant and equipment 3 Current Assets Inventories 5 Current tax receivable Trade and other receivables 6 Cash and cash equivalents 7 Total Assets Equity and Liabilities Note(s) Equity Equity Attributable to Equity Holders of Parent: Share capital 8 Retained income 8 Total Equity Liabilities Non-Current Liabilities Loans from shareholders 4 Current Liabilities Trade and other payables 9 Total Liabilities Total Equity and Liabilities	Debt instruments at amortised cost Financial liabilities at amortised cost Leases Equity and non financial assets and liabilities Total - - - 102,015 102,015 - - - 708,064 708,064 - - - 110,400 110,400 1,276,900 - - 153,983 1,430,883 3,107,013 - - - 3,107,013
	4,383,913 - - 972,447 5,356,360
	4,383,913 - - 1,074,462 5,458,375
	Debt instruments at amortised cost Financial liabilities at amortised cost Leases Equity and non financial assets and liabilities Total - - - 10 10 - - - 1,534,854 1,534,854
	- - - 1,534,864 1,534,864
	- - - 1,534,864 1,534,864
	- 2,494,444 - - 2,494,444
	- 404,363 - 59,924 464,287
	- 2,898,807 - 59,924 2,958,731

Categories of financial instruments - Assets Note(s) Non-Current Assets Property, plant and equipment 3 Current Assets Inventories 5 Current tax receivable Trade and other receivables 6 Cash and cash equivalents 7 Total Assets Equity and Liabilities Note(s) Equity Equity Attributable to Equity Holders of Parent: Share capital 8 Retained income 8 Total Equity Liabilities Non-Current Liabilities Loans from shareholders 4 Current Liabilities Trade and other payables 9 Total Liabilities Total Equity and Liabilities	2015 Debt instruments at amortised cost Financial liabilities at amortised cost Leases Equity and non financial assets and liabilities Total - - - 170,381 170,381
	- - - 1,064,134 1,064,134 - - - 40,115 40,115 1,283,424 - - 5,124 1,288,548 3,030,285 - - - 3,030,285
	4,313,709 - - 1,109,373 5,423,082
	4,313,709 - - 1,279,754 5,593,463
	Debt instruments at amortised cost Financial liabilities at amortised cost Leases Equity and non financial assets and liabilities Total - - - 10 10 - - - 2,499,635 2,499,635
	- - - 2,499,645 2,499,645
	- - - 2,499,645 2,499,645
	- 2,832,620 - - 2,832,620
	- 490,989 - 62,322 553,311
	- 3,323,609 - 62,322 3,385,931
	- 3,323,609 - 2,561,967 5,885,576

18. Risk management Capital risk management

The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the company consists of debt, which includes the borrowings (excluding derivative financial liabilities) disclosed in notes 4 cash and cash equivalents disclosed in note 7, and equity as disclosed in the statement of financial position.

Consistent with others in the industry, the company monitors capital on the basis of the debt: equity ratio.

This ration is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the statement of financial position) less cash and cash equivalents. Total equity is represented in the statement of financial position.

The company's strategy is to maintain a debt: equity ratio of between 1 to 2.

The debt: equity ratio at 2016 and 2015 respectively were as follows:

Debt equity ratio 1.19 1.53

Financial risk management

The company‟s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

The company‟s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the company‟s financial performance. Risk management is carried out under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as written policies covering specific areas, such as interest rate risk, credit risk, and investment of excess liquidity.

Liquidity risk

At 29 February 2016	Less than 1	Over 5 years
	year
Borrowings	-	2 494 444
Trade and other payables	454 974	-
At 28 February 2015	Less than 1	Over 5 years
	year
Borrowings	-	2 832 620
Trade and other payables	553 312	-

Interest rate risk

As the company has significant interest-bearing assets, the company‟s income and operating cash flows are substantially independent of changes in market interest rates.

Credit risk

Trade receivables comprise a widespread customer base. Management evaluated credit risk relating to customers on an on-going basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The utilisation of credit limits is regularly monitored. Sales to retail customers are settled in cash or using major credit cards.

18. Events after the reporting period

100

ANNEXURE 4

INDEPENDENT REPORTING ACCOUNTANT‟S REPORT ON THE CONSOLIDATED PROFIT FORECAST FOR THE PERIODS ENDING 28 FEBRUARY 2017 AND 28 FEBRUARY 2018

“10 November 2016

The Directors Go Life International Limited c/o Floor, Ken Lee Building CNR Edith Cavell & Brown Sequard Street Port Louis Mauritius

Dear Sirs

REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE CONSOLIDATED PROFIT FORECAST FOR THE PERIODS ENDING 28 FEBRUARY 2017 AND 28 FEBRUARY 2018 RESPECTIVELY FOR GO LIFE INTERNATIONAL LIMITED (“GO LIFE INTERNATIONAL”)

Introduction

We have examined the profit forecast of the Go Life International Limited group for the 14 month period ending 28 February 2017 and the year ending 28 February 2018 respectively, as set out in Annexure 5 of this Prelisting Statement dated on or about 14 November 2016.

Responsibilities

Directors‟ Responsibility

The directors are responsible for the preparation and presentation of the forecast, including the assumptions set out in the notes to Annexure 5 of the Prelisting Statement on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes:

determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast;
whether the forecast has been properly compiled on the basis stated; and
whether the forecast is presented on a basis consistent with the existing accounting policies, or accounting policies to be adopted of the company or group in question.

This responsibility, arising from compliance with the JSE Listings Requirements includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the forecast information on the basis of those assumptions that is free from material misstatement, whether due to fraud or error.

Inherent Limitations

Actual results are likely to be different from the forecast information since anticipated events frequently do not occur as expected and the variation may be material. Consequently, readers are cautioned that this forecast may not be appropriate for purposes other than described in the purpose of the report paragraph below.

101

Our Independence and Quality Control

Limited Assurance Engagement on the Reasonableness of the Director‟s Assumptions Reporting Accountants’ Responsibility

Our responsibility is to express a limited assurance conclusion on whether anything has come to our attention that causes us to believe that the assumptions do not provide a reasonable basis for the preparation and presentation of the forecast information in accordance with the JSE Limited Listings Requirements for forecast information, based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3400, The Examination of Prospective Financial Information (ISAE 3400), issued by the International Auditing and Assurance Standards Board. That standard requires that we plan and perform this engagement to obtain limited assurance about whether the directors‟ assumptions provide a reasonable basis for the preparation and presentation of the forecast information.

A limited assurance engagement undertaken in accordance with ISAE 3400 involves assessing the source and reliability of the evidence supporting the directors‟ assumptions. Sufficient appropriate evidence supporting such assumptions would be obtained from internal and external sources including consideration of the assumptions in the light of historical information and an evaluation of whether they are based on plans that are within the entity‟s capacity. A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.

The procedures we performed were based on our professional judgement and included inquiries, observations of processes performed, inspection of documents, analytical procedures, evaluating the reasonableness of best-estimate assumptions and agreeing or reconciling with underlying records.

Our procedures included evaluating the directors‟ best-estimate assumptions on which the forecast information is based for reasonableness.

The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion about whether the directors‟ assumptions provide a reasonable basis for the preparation and presentation of the forecast information.

Limited Assurance Conclusion on the Reasonableness of the Director’s Assumptions

Based on the procedures we have performed and evidence we have obtained, nothing has come to our attention that causes us to believe that the directors‟ assumptions do not provide a reasonable basis for the preparation and presentation of the forecast information for the periods ending 28 February 2017 and 28 February 2018.

102

Reasonable assurance engagement on the forecast information

Reporting Accountants’ Responsibility

Our responsibility is to express an opinion based on the evidence we have obtained about whether the forecast information is properly prepared and presented on the basis of the directors‟ assumptions disclosed in Annexure 5 to the Prelisting Statement (the assumptions) and in accordance with the JSE Limited Listings Requirements for forecast information. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3400, The Examination of Prospective Financial Information (ISAE 3400), issued by the International Auditing and Assurance Standards Board. That standard requires that we plan and perform this engagement to obtain reasonable assurance about whether such forecast information is properly prepared and presented on the basis of the directors‟ assumptions disclosed in the note to the forecast information and in accordance with the JSE Limited Listings Requirements for forecast information.

A reasonable assurance engagement in accordance with ISAE 3400 involves performing procedures to obtain evidence that the forecast information is properly prepared and presented on the basis of the assumptions and in accordance with the JSE Limited Listings Requirements for forecast information. The nature, timing and extent of procedures selected depend on the reporting accountant‟s judgement, including the assessment of the risks of material misstatement, whether due to fraud or error, of the forecast information. In making those risk assessments, we considered internal control relevant to Go Life‟s preparation and presentation of the forecast information.

Our procedures included:

Inspecting whether the forecast information is properly prepared on the basis of the assumptions;
Inspecting whether the forecast information is properly presented and all material assumptions are adequately disclosed, including a clear indication as to whether they are best-estimate assumptions; and
Inspecting whether the forecast statement of profit or loss and other comprehensive income is prepared on a consistent basis with the historical financial statements, using appropriate accounting policies.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Accuracy of the Information

We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions with management. While our work has involved an analysis of the historical financial information, budgeted financial information and other information provided to us, our engagement does not constitute, nor does it include, an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements.

Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided to us, in respect of the Forecast Information included in the Prelisting Statement.

Opinion on the Forecast Information

In our opinion, the forecast information is properly prepared and presented on the basis of the assumptions and in accordance with the JSE Listings Requirements for forecast information for the periods ending 28 February 2017 and 28 February 2018.

103

Purpose of the Report

This report has been prepared for the purpose of satisfying the requirement of the JSE Limited Listings Requirements, and for no other purpose.

Per Nick Lazanakis Chartered Accountant (SA) JSE Reporting Accountant Specialist Registered Auditor

BDO South Africa Incorporated 22 Wellington Road Parktown 2193”

104

ANNEXURE 5

PROFIT FORECASTS OF GO LIFE INTERNATIONAL FOR THE 14 MONTH PERIOD ENDING 28 FEBRUARY 2017 AND THE YEAR ENDING 28 FEBRUARY 2018

The year-end of Go Life International will be changed to February in order to align the year end with Go Life Health Products and Gotha Health Products, it being the largest portion of the business historically. The profit forecasts of Go Life International for the 14 month period ending 28 February 2017 and the year 28 February 2018 respectively, the preparation of which is the responsibility of the directors of Go Life International, are set out below. The accounting policies applied in arriving at the estimate and forecast incomes are consistent in all respects with IFRS, with those accounting policies applied in the historic information presented, where relevant and Annexure 17.

Pursuant to the Acquisitions post year end, Go Life International will adopt the following accounting policy for intangible assets:

Intellectual property is recognised at cost and amortised on a straight-line basis over its estimated remaining useful lives. Estimated useful lives are reviewed annually. In addition, some intangible assets included in this category are classified as indefinite life intangible assets. Indefinite life intangible assets are not amortised, but are tested annually for impairment and where there is an indicator of impairment.

Intellectual property which is classified as an indefinite useful life intangible asset will reflect a historical actual trend and a projected future trend of continuing positive contribution in the market in which it is sold or applied, where such asset forms part of the historical intangible asset base. Where such intangible assets constitute a new acquisition, a projected trend of continuing positive contribution must be demonstrated with reference to factors such as:

high barriers to market entry for competitors;
a low probability of accelerated growth in the competitor base in the foreseeable future;
management‟s commitment to continue to invest in the intangible assets‟ base;
low probability of a significant change in the operating and regulatory environment which would negatively impact future
supply of the intangible assets; and
its estimated indefinite life cycle and hence future growth prospects for the intangible assets.‟

The profit forecasts have been prepared in accordance with the requirements for a listing on the Alternative Exchange.

The profit forecasts have been prepared for illustrative purposes only, to provide information on what the directors believe will be the results of Go Life International for the periods ending 28 February 2017 and 28 February 2018. The nature of the profit forecasts may not fairly present Go Life International‟s financial position, changes in equity, and results of operations or cash flow information after the secondary inward listing. The forecast financial information has been prepared in accordance with paragraph 8.40 of the JSE Listing Requirements.

105

US	$ („000) US 2017	$ („000) 2018
Revenue Gross profit Other income Less operating expenses (Loss)/Income before other income and expenses Interest paid Interest received/other income (Loss)/Income before taxation Income tax (Loss)/(Income before dividends Dividends paid Retained (loss)/income for the year	1 545 1 294 1 651 (2 986) (41) 0 21 (20) (7) (27) 0 (27)	8 932 6 223 25 (4 044) 2 204 0 24 2 228 (758) 1 470 0 1 470
Profit attributable to: Owners of parent Non-controlling interest Total issued shares (fully diluted) 900 (Loss)/Earnings per share (US cents) Headline (loss)/earnings per share (US cents)	(27) 000 000 900 (0.00) (0.24)	1 470 000 000 0.16 0.16

	R („000) 2017	R („000) 2018
Revenue 21 654 125 136 Gross profit 18 143 87 173 Other income 23 130 438 Less operating expenses (41 823) (56 666) (Loss)/Income before other income and expenses (550) 30 945 Interest paid 0 0 Interest received/other income 294 342 (Loss)/Income before taxation (256) 31 287 Income tax (92) (10 627) (Loss)/(Income before dividends (348) 20 660 Dividends paid 0 0 Retained (loss)/income for the year (348) 20 660
Profit attributable to: Owners of parent (348) 20 660 Non-controlling interest 0 0 Total issued shares (fully diluted) 900 000 000 900 000 000 (Loss)/Earnings per share (cents) (0.04) 2.3 Headline (loss)/earnings per share (cents) (3.39) 2.3

106

The profit forecasts, as presented on a segmental geographical basis is set out below:

	South Africa Europe Pharm	Africa/ USA Global/ Total (R) Asia Admin
2017

Revenue	15 455 219 1 042	4 348 590 - 21 654
Less cost of sales	(1 474) (78) (213)	(1 537) (209) - (3 511)
Gross profit	13 981 141 829	2 811 381 - 18 143
Income from associates	330 - -	- - - 330
Other income	- - -	- 35 22 765 22 800
Less operating expenses	(9 832) (407) (128)	(2 717) (1 128) (27 611) (41 823)
Profit/(Loss) before interest and taxation	4 479 (266) 701	94 (712) (4 846) (550)
Interest paid	- - -	- - - -
Interest received	294 - -	- - - 294
Profit/(Loss) before taxation	4 773 (266) 701	94 (712) (4 846) (256)
Income tax	(1 244) 80 (196)	(23) 214 1 079 (92)
		71 (498) (3 767) (348)
Profit/(Loss) before dividends	3 529 (186) 505

Dividends paid	- - -	- - - -
Retainedprofit/(loss) for theyear	3 529 (186) 505	71 (498) (3 767) (348)
Profit/(Loss) attributable to:
Owners of parent	3 529 (186) 505	71 (498) (3 767) (348)
Non-controlling interest	- - -	- - - -

Reconciliation of headline earnings
Impairment loss (Associate)	- - -	- - 5 161 5 161
Gain on bargain purchase	- - -	- - (35 310) (35 310)
Taxation effect of adjustments	- - -	- - - -
Headline profit/(loss) for the period	3 529 (186) 505	71 (498) (33 916) (30 497)

Total issued shares (fully diluted)		900 000 000
Loss per share (cents)		(0.04)
Headline lossper share(cents)		(3.39)

107

	South Africa Europe Pharm	Africa/ USA Global/ Total (US$) Asia Admin
2017

Revenue	1 103 16 74	310 42 - 1 545
Less cost of sales	(105) (6) (15)	(110) (15) - (251)
Gross profit	998 10 59	200 27 - 1 294
Income from associates	24 - -	- - - 24
Other income	- - -	- 2 1 625 1 627
Less operating expenses	(702) (29) (9)	(194) (81) (1 971) (2 986)
Profit/(Loss) before interest and taxation	320 (19) 50	6 (52) (346) (41)
Interest paid	- - -	- - - -
Interest received	21 - -	- - - 21
Profit/(Loss) before taxation	341 (19) 50	6 (52) (346) (20)
Income tax	(89) 6 (14)	(2) 15 77 (7)
Profit/(Loss) before dividends	252 (13) 36	4 (37) (269) (27)
Dividends paid	- -	- - - -
Retained profit/(loss) for the year	252 (13) 36	4 (37) (269) (27)
Profit/(Loss) attributable to:
Owners of parent	252 (13) 36	4 (37) (269) (27)
Non-controlling interest	- - -	- - - -

Reconciliation of headline earnings
Impairment loss (Associate)	- - -	- - 368 368
Gain on bargain purchase	- - -	- - (2 520) (2 504)

Taxation effect of adjustments	- - -	- - - -
Headline profit/(loss) for the period	252 (13) 36	4 (37) (2 421) (2 163)

Total issued shares (fully diluted)		900 000 000
Loss per share (cents)		(0,00)
Headline lossper share(cents)		(0.24)

108

2018	South	Europe	Pharm	Africa/	USA	Global/	Total (R)
	Africa			Asia		Admin
Revenue	64 731	10 306	23 106	19 516	7 476	0	125 135
Less cost of sales	(20 206)	(3 516)	(4 698)	(6 899)	(2 643)	-	(37 962)
Gross profit	44 525	6 790	18 408	12 617	4 833	0	87 173
Income from associate	348	0	0	0	0	0	348
Other income	0	0	0	0	90	0	90
Less operating expenses	(23 179)	(5 720)	(3 219)	(11 616)	(5 003)	(7 930)	(56 666)
Income/(loss) before interest and taxation	21 694	1 070	15 189	1 001	(80)	(7 930)	30 945
Interest paid	0	0	0	0	0	0	0
Interest received	342	0	0	0	0	0	342
Income/(loss) before taxation	22 036	1 070	15 189	1 001	(80)	(7 930)	31 287
Income tax	(6 073)	(321)	(4 253)	(300)	24	296	(10 627)
Income/(loss) before dividends	15 963	749	10 936	701	(56)	(7 634)	20 660
Dividends paid	0	0	0	0	0	0	0
Retained income/(loss) for the year	15 963	749	10 936	701	(56)	(7 634)	20 660
Profit attributable to:
Owners of parent	15 963	749	10936	701	(56)	(7 634)	20 660
Non-controlling interest	0	0	0	0	0	0	0
Headline profit/(loss) for the period	15 963	749	10936	701	(56)	(7 634)	20 660
Total issued shares (fully diluted)							900 000 000
Earnings per share (cents)							2.3
Headline earnings per share (cents)							2.3

109

2018	South	Europe	Pharm	Africa/	USA	Global/	Total (US$)
	Africa			Asia		Admin
Revenue	4 620	736	1 649	1 393	534	0	8 932
Less cost of sales	(1 442)	(251)	(335)	(492)	(189)	-	(2 709)
Gross profit	3 178	485	1 314	901	345	0	6 223
Income from associate	25	0	0	0	0	0	25
Other income	0	0	0	0	6	0	0
Less operating expenses	(1 654)	(408)	(230)	(829)	(357)	(566)	(4 044)
Income/(loss) before interest and taxation	1 549	77	1084	72	(6)	(566)	2 204
Interest paid	0	0	0	0	-	-	0
Interest received	24	0	0	0	-	-	24
Income/(loss) before taxation	1 573	77	1 084	72	(6)	(566)	2 228
Income tax	(433)	(23)	(304)	(21)	2	21	(758)
Income/(loss) before dividends	1 140	54	780	51	(4)	(545)	1 470
Dividends paid	0	0	0	0	-	-	-
Retained income/(loss) for the year	1 140	54	780	51	(4)	(545)	1 470
Profit attributable to:
Owners of parent	1 140	54	780	51	(4)	(545)	1 470
Non-controlling interest	0	0	0	0	-	-	0
Headline profit/(loss) for the period	1 140	54	780	51	(4)	(545)	1 470
Total issued shares (fully diluted)							900 000 000
Earnings per share (cents)							0.16
Headline earnings per share (cents)							0.16

110

Notes

The Rand is converted at an assumed exchange rate of R14.01 to US$1.00 and R15.61 to EUR1.00.

Assumptions: [s8.38(a)] [s8.43(a)]

The assumptions utilised in the profit forecast and which are considered by management to be significant or are key factors on which the results of the Go Life International Group will depend, are disclosed below. The assumptions disclosed are not intended to be an exhaustive list. The actual results achieved during the forecast period may vary from the forecast and the variations may or may not be material.

The forecast for the year ending 29 February 2017 assumes that the acquisitions are implemented from the following dates:
a) 78% of Go Life Health Products with effect from 1 September 2016;
b) 100% of Bon Health Properties from September 2016; and
c) 49% of Bon Health Frail Care from September 2016.
1. It has been assumed that the sales and distribution operations in Africa/Asia will commence from November 2016, with costs and revenues being incurred from the same month.
It has been assumed that the Gotha will commence with a segment servicing the European market, with costs being assumed from 1 January 2017. The European market will be serviced through the introduction of a partnership with a European based marketer who will assist with the marketing and promotion of the products. The European marketing partnership is assumed to yield its first sales from February 2017.
The forecast assumes that all vendor shares are successfully placed and that all the contractual requirements per the Acquisition Agreements are met in order to establish control in terms of IFRS 3: Business Combinations and IAS 28: Investment in Associates for all entities
In terms of revenues, the following critical assumptions were made in producing the forecasts: South Africa

For 2017, an overall increase is expected in sales. From October 2016, revenues for Go Life SA are based on a 2% monthly growth rate on existing nutraceutical products, with cosmetics and pet-care products being introduced from April 2017 which will therefore grow from a zero base. From March 2017 a significant ramp-up in the nutraceutical products is expected up to and until September 2017, being 124% compared to the first half of the year-end. The exponential overall growth in 2017 is based on the following assumptions:

The successful introduction of the product range into a major South African blue chip retail supermarket group
Improved marketing efforts; and
Increased geographical distribution in the remaining geographical areas of South Africa (other than the Eastern Cape) through its pharmaceutical distributer.
The assumptions are hypothetical, as they are contingent on the success of the introduction of factors above. Should these factors not be successful, revenues are expected to increase marginally or remain flat.

Revenue for 2017 is based on a mixture of best estimates and hypotheses and are based on the following revenues per product range:

Nutraceuticals	R4,09	million
Cosmetics	R0,00	million
Pet-care	R0,00	million

For 2018, as the products gain a foothold within the distribution networks, sales on each of the product ranges are expected to increase by 10% per month.

Revenue for 2018 is based on a mixture of best estimates and hypotheses and based on the following revenues per product range:

111

Nutraceuticals	R53,92	million
Cosmetics	R1,62	million
Pet-care	R1,62	million

Should the introduction of the distribution of the products through the planned channels mentioned above not be a success, revenues are expected to increase marginally or remain flat.

Bon Health‟s forecast is based on the 2016 performance, with an inflationary increase being applied for 2017 and 2018, assuming no major increase in business activity. The Bon Health Properties property rental income is net of related expenses.

Europe

Revenues for 2017 will commence in January 2017 off a zero-base and is therefore calculated on hypothesis. Nutraceuticals, animal products and Gour medical will be the first product ranges introduced into the market, with the cosmetics range being introduced from April 2017. Sales for 2017 are based on hypothesis and based on the following revenues per product:

Nutraceuticals	R0,16 million
Cosmetics	R0,03 million
Animal products	R0,26 million
Gour medical	R0,03 million

For 2018, as the products gain a foothold within the distribution networks, sales on each of the product ranges are expected to increase by 7%-10% per month.

Revenue for 2018 are based on hypothesis and based on the following revenues per product:

Nutraceuticals	R6,68 million
Cosmetics	R1,40 million
Animal products	R2,00 million
Gour medical	R0,23 million

The success of the start-up in Europe is dependent on the success of the introduction into the market and is therefore a best-estimate.

Africa/Asia

The Africa/Asia segment is expected to commence with operations from November 2016, with revenues being expected from November 2016 from a zero base. Revenue for 2017 are based on hypothesis and based on the following revenues per product:

Nutraceuticals	R3,87	million
Cosmetics	R1,24	million
Pet-care	R0,46	million

These revenues are expected to grow at a rate of 5% per month throughout 2017 and 2018 and are best-estimates. Revenue for 2018 are based on hypothesis and based on the following revenues per product:

Nutraceuticals	R24,13	million
Cosmetics	R7,72	million
Pet-care	R2,90	million

112

The realisation of these sales is dependent on the successful implementation of a sales and marketing office to service the African (excluding South Africa) and Asian regions. Should this not be achieved, it is expected that there will be little contribution from the region.

E-Commerce

The E-commerce division has commenced from September 2016, with revenues and expenses being incurred from the same date. As this is a start-up, revenues for 2017 are based on hypothesis and are based on the following revenues per product:

Nutraceuticals	R0,45	million
Cosmeceuticals	R0,14	million

These revenues are expected to grow at a rate of 15% per month throughout 2018 and are best-estimates.

Nutraceuticals	R5.61	million
Cosmeceuticals	R1.86	million

For South Africa, Africa/Asia and Europe, Cost of sales (Consumables) have been assumed to be at c. 35% of revenue, which is based on the historical cost of sales percentage realised by Gotha Health Products.

6.	For South Africa, Africa/Asia and Europe, Cost of sales (Consumables) have been assumed to be at c. 35% of revenue, which is based on the historical cost of sales percentage realised by Gotha Health Products.	For South Africa, Africa/Asia and Europe, Cost of sales (Consumables) have been assumed to be at c. 35% of revenue, which is based on the historical cost of sales percentage realised by Gotha Health Products.
7.	Operating expenses have been based on fixed and variable costs. Unless specifically
	calculated, variable costs are based on the following assumptions, as a percentage of sales:
	License fee	5,00%
	Advertising fees	20,00%
	Energy	5,00%
	Provision for unforeseen expenses	5,00%
	Shipping	2,00%
	Commission	10,00%

No commissions have been assumed for Europe as it is assumed that this would be subsumed into the marketing expenses, which are estimated to be 4,000 Euros per month during 2017 and 5,000 Euros per month during 2018. This is based on a mixture of best estimate and hypothesis.

No commissions have been assumed for Europe as it is assumed that this would be subsumed into the marketing expenses, which are estimated to be 4,000 Euros per month during 2017 and 5,000 Euros per month during 2018. This is based on a mixture of best estimate and hypothesis.	No commissions have been assumed for Europe as it is assumed that this would be subsumed into the marketing expenses, which are estimated to be 4,000 Euros per month during 2017 and 5,000 Euros per month during 2018. This is based on a mixture of best estimate and hypothesis.
Non-variable expenses are based on best estimates and grown according to region specific
inflationary rates, being the following:
South Africa	4,70%
Europe	1,80%

Other non-variable expenses not adjusted by inflation rates were adjusted according to best estimates. 8. In Admin, the following once-off (costs)/income will be incurred in 2017:

Promoter‟s fees	R22,80 million
Transaction costs (Listing costs)	R3 million
Gain on bargain purchase (IFRS 3)	R23 million

The exchange rates have been assumed at R15.61 to the US Dollar, where applicable. All forecasts were prepared in US Dollars as the main starting point.
An interest rate of 4% has been assumed for excess cash, compounded annually. 11. The taxation rates have been assumed at 28% in South Africa, 30% in Europe and 3% in Mauritius.

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Comments on the forecast financial information

The forecast financial information is based on the assumption that business plans and strategies, especially in a start-up phase that are based on contingent circumstances are expected to be in the favour of the group, and that circumstances which affect the company‟s business, but which are outside the control of the directors, will not materially alter in such a way as to affect the trading of the company. More specifically:

Trading conditions are not expected to be materially different in any of the forecast periods;
Costs will increase due to additional expenses attributable to a listed entity; and
Interest rates and the basis and rate of taxation, both direct and indirect, will not change materially.

Factors under direct influence of directors

Factors 2, 3, 4, 5, 6, 7, 8 and 9 as stated above can be influenced by director actions.

Factors that are exclusively outside the influence of directors

Factors 10 and 11 as stated above are outside the influence of directors

114

ANNEXURE 6

ALTERATIONS TO SHARE CAPITAL AND PREMIUM ON SHARES

Details
Number of
Shares
Nominal
value
Date
Issue
Price
(US cents)
Issue
Premium
(US cents)

Shares listed on SEM as at
31 December 2015
96 651 000
US$0.10
7 July 2011
10
Nil
Issue of shares subsequent to
31 December 2015
Acquisition of 78% of Go Life Health
Products (and settlement of pre-
existing obligations of the Gotha
Health Product vendors by the Go
Life Health Products vendor)
620 000 000
No par
value
03 June 2016
3
N/A
Shares for acquisitions including to
the Promoter and in settlement of
costs
38 629 000
No par
value
03 June 2016
5
N/A
Acquisition of 100% of Bon Health
134 000 000
No par
value
03 June 2016
5
N/A
Shares issued in terms of the Bon
Health Agreement, including to the
Promoter and in settlement of costs
10 720 000
No par
value
03 June 2016
5
N/A
Number of shares in issue on SEM
and AltX after the secondary
inward listing
900 000 000

The appropriate resolutions, authorisations and approvals have been made by the Board in relation to the securities to be issued following the approval by Shareholders on 24 May 2016. Directors‟ resolutions have been passed to authorise the listing of the shares on AltX.

Save for the issues disclosed above, there have, in the preceding three year period been:

no alterations to the share capital of the Company in the past three years
no consolidations or sub-divisions of shares in the Company
no offers of shares to the public
no share repurchases; and
no amount payable by way of premium on any share issued by the Company

Similarly there have been no special resolutions passed by the Company to change its share capital or form since its incorporation other than a special resolution passed on 31 March 2015 and registered on 16 June 2015 to change the name of the Company from Go Life International PCC to Go Life International Limited. In addition, the Core Shareholder approved the conversion of the Company from a PCC to a limited company and the Company has adopted a new Constitution. The conversion and the new Constitution have been registered with the FSC in Mauritius. The Constitution is in the process of further amendment, which will be subject to SEM and JSE approval in due course.

115

ANNEXURE 7

MATERIAL BORROWINGS, MATERIAL LOANS RECEIVABLE, INTER-COMPANY LOANS AND INTERCOMPANY TRANSACTIONS

At the Last Practicable Date, Go Life International had the following material borrowings:

			Repayment terms and
		Amount	details of loan origins		Interest
Company	Lender	(R)		Security	rate
Unsecured
Go Life	Naudè	7 940 681	No repayment terms,	None	Non-interest
Health	Family		loan originated over a		bearing
Products	Trust		number of years for
			acquisition costs and
			working capital
			requirements
Secured
Go Life	Gotha	15 000 000	Loan (originally R18	Distributions	Interest
Health	Health		million) to be paid	/Dividends	bearing from
Products	Products		through distributions from	declared by	31 December
	Vendors		Gotha Health Products	Gotha	2015 at South
			and/or by way of a loan	Health	African prime
			from Naudè Family Trust	Products	rate
Skyscape	Absa Bank	19 000 000	Monthly payment of	Bond over	Prime
Investments	SA		R230 000. The bond will	property of
			be settled after the sale	Skyscape
			of vendor shares
Fontaine	Business	7 000 000	Monthly payment	Bond over	Prime
Bleau	Partners		of R150 000 will be	property of
			settled after sale of	Fountaine
			vendor shares.	Bleau and
				Villa
				Cortona.
Bon Health	Absa Bank	710 000	Monthly payment of	Bond over	Prime
Properties	SA		R43 000 will be settled	property of
			after sale of vendor	Le Gato
			shares
Bon Health	Greenlands	2 830 000	Monthly payment of	Bond over	Prime
Properties			R80 000 will be settled	property of
			after sale of vendor	La Vie Est
			shares	Belle

The above loan from the Naudè Family Trust arose in relation to a portion of the cost of acquisition of Gotha Health Products, professional costs associated with the original listing on SEM as well as various advances over the past four years for working capital, including the recent Circular to Go Life International shareholders and this Prelisting Statement.

116

The amount owing to Gotha Health Products vendors arose on the acquisition of 100% of Gotha Health Products and represents the remaining cash portion owed to the Gotha Health Products vendors.

As at the last practicable date, the above borrowings do not carry any rights as to conversion into securities in the Company nor does the Company have any convertible and/or redeemable preference shares or debentures.

There were no inter-company loans as at the Last Practicable Date.

The Company has not advanced any material loans to any third party and has not made any loans nor furnished any security for the benefit of any director or manager, or any associate of any director or manager as at the Last Practicable Date.

The amounts which require payment within the next 12 months will be financed out of the Group‟s existing cash on hand or through cash flow generated by the Company, other than the vendor obligations as detailed in the table above.

117

ANNEXURE 8

OTHER DIRECTORSHIPS HELD BY THE DIRECTORS OF GO LIFE INTERNATIONAL

Director Name	Company Name	Status
Gerhard Naudè	Pacific Breeze Trading 708	Active
	DC Partner	Resigned
	Go Life Health Products	Active
	K2014229994 (SA)	Active
	Vertex Global	Active
Marthinus Wolmarans	Dortyger Nr 200 Pty Ltd	Resigned
	Earlyworx 707 Pty Ltd	Active
	Femtovect	Active
	Kwalinet Veertien Pty Ltd	Active
	Parnas Yechedi Restaurant	Active
	Smart Finance Pty Ltd	Active
	Smart Securities	Active
	Smart Stores Pty Ltd	Active
	Siatorque Pty Ltd	Active
	Silver Falcon Trading 138 Pty Ltd	Active
	Vengabyte Pty Ltd	Active
	Verbizest Pty Ltd	Active
Yusuf Sooklall	Isyu Investment Ltd	Active
Oliver Berhardt	OB Beauty Ltd	Active
	LA Bonne Chute Ltd	Active
	LPSSS Ltd	Active
Laurent Marie	Boulevard West Agency Ltd	Active

118

ANNEXURE 9

SUBSIDIARY COMPANIES

The subsidiaries on listing date will be as follows:

		Issued
	Effective date	share		Shares	Main
Name	of acquisition	capital	% held	held by	business
Go Life	1 January 2015	2 100 010	100%	Go Life	Manufacturing,
Health	(previously an			International	distribution and sale of
Products	associate)			(22% and Go	nutraceutical health
				Life Global	products based in South
				(78%)	Africa
Gotha	1 January 2015	100	100%	Go Life Health	Manufacturing,
Health				Products	distribution and sale of
Products					nutraceutical health
					products based in South
					Africa
Go Life	3 June 2016	100	100%	Go Life	Holding company for
Global				International	worldwide
					manufacturing,
					distribution and sale of
					nutraceutical health
					products based in
					Mauritius
Biotech Nutra	3 June 2016	100	100%	Go Life Global	Development and
					acquisition of intellectual
					property and patents
					based in Mauritius
Bon Health	03 June 2016	1 000	100	Go Life	Holding company for the
Care			%	International	frail care sector
Bon Health	03 June 2016	1 000	100%	Bon Health	Property holding
Properties				Care	company

The above subsidiaries have not altered their share capital and have remained private companies since their incorporation. Gotha Health Products converted from a close corporation during 2015.

119

Details of the profit/(losses) of subsidiaries and potential subsidiaries are set out below:

		Profit/(loss) for the	Year end
Name	Directors	year ended
Go Life Health Products	Gerhard Naudè	R(11 029 166)	28 February
	Eugene Alt
	Jaap Rabie
Gotha Health Products	Robert Matzner	292R292 114	28 February
	Quinton Matzner
Go Life Global	Gerhard Naudè	US$ Nil*	28 February
	Marthinus Wolmarans
Biotech Nutra	Lana Du Plessis	US$ nil*	28 February
	Greg Gilbert
	Gerhard Naudè
Bon Health Care	C F Calitz	R nil*	28 February
	M C Calitz
	Gerhard Naudè
	Marthinus Wolmarans
Bon Health Properties	C F Calitz	R nil*	28 February
	M C Calitz
	Gerhard Naudè
	Marthinus Wolmarans

Company dormant or recently formed for purposes of the Acquisitions

120

ANNEXURE 10

DETAILS OF IMMOVABLE PROPERTY HELD AND LEASED FROM THIRD PARTIES

Details of immovable property leased from third parties are set out below:

					Monthly		Escalation
	Type of		Expiry		rental	Area	and
Landlord	premises	Location	date	Lessee	(Rand)	(m2)	frequency
Bain	Commercial	Central Town	30	Proximity	24284	500	8%
Family	Building	Long Street,	September				2Yearly
Trust		Knysna	2018				10%
Trafalgar	Commercial	Sidwell, Port	July 2020	Gotha	6941	300	3 yearly
	Centre	Elizabeth		Health
				Products

In terms of the Bon Health Acquisition, subject to the listing of the shares issued to the Bon Health vendor, Go Life International holds five properties, details of which are set out below:

					Monthly		Escalation
	Type of		Expiry		rental	Area	and
Name	premises	Location	date	Lessee	(Rand)	(m2)	frequency
Villa	Frail care	BreeRivier	28 Feb	Bon Health Frail	152 760	909	8%
Cortona	and	Street,	2018	Care (formerly
Retirement	retirement	Graanendal,		leased by
Village	village	Durbanville		Skyscape
				Investments)
Fontaine	Frail care	Rothchild	28 Feb	Bon Health Frail	153 413	939	8%
Bleau	and	Boulevard,	2018	Care (formerly
Retirement	retirement	Welgelegen,		leased by
Village	village	Parow		Skyscape
				Investments
Bonne	Frail care	Marimba	28 Feb	Bon Health Frail	70 640	425	8%
Sante, La	and	Crescent,	2018	Care (formerly
Vie Est	retirement	Sonstraal,		leased by Le
Belle	village	Durbanville		Gato
Retirement
Village
Huis Verdi,	Frail care	Ibis Street,	28 Feb	Bon Health Frail	84 768	512	8%
Le Gato	and	Sonstraal,	2018	Care (formerly
Retirement	retirement	Durbanville		leased by Le
Village	village			Gato
Skyscape	Office	DJ	28	Bon Health	214 200	1782	8%
Terraces	complex	Woodway	Feb	Care
		Bellville	2018
		Business Park
		Bellville

121

The date of the acquisition of the properties, through the Bon Health Acquisition, was 03 June 2016. The frail care centres will be leased to Bon Health Frail Care, an associate of Go Life International.

The consideration for the Bon Health Acquisition was R102 500 000, of which approximately R89.3 million is attributed to the value of the properties. The consideration was settled through the issue of 134 000 000 shares in Go Life International, of which 30 000 000 was Locked Up Shares and 104 000 000 were vendor consideration shares, which will be placed on behalf of the Bon Health Vendor in due course. If there is any shortfall in the vendor consideration placing in Rands, then the Promoter will be responsible for such amount.

The properties have been independently valued for the purpose of this Prelisting Statement, further details of which are set out in Annexure 19.

Bon Health acquired the following properties at the following values:

Name	Fair market value R Consideration value R*
Villa Cortona Retirement Village Fontaine Bleau Retirement Village Bonne Sante, La Vie Est Belle Retirement Village Huis Verdi, Le Gato Retirement Village Skyscape Terrace (Office Complex) Total	19 400 000 19 800 000 19 500 000 21 000 000 9 000 000 9 200 000 10 800 000 11 500 000 30 000 000 31 000 000
	88 700 000 92 500 000

- at date of agreement

Approximately R88.7 million of the R102 000 000 purchase price is attributed to the value of the properties. The purchase consideration was settled through the issue of shares at US$0.05. However, the market price at the time of issue was US$0.03 cents, which results in a once off fair value gain in accordance with IFRS.

122

ANNEXURE 11

CURRICULUM VITAES OF THE DIRECTORS AND KEY MANAGEMENT OF GO LIFE INTERNATIONAL AND ITS SUBSIDIARIES

Gerhard Naudè: Go Life International, CEO

It is said that there is a relatively small segment of leaders in the business world; individuals who are able to build relationships based on trust and then are able to broker such relationships by making connections between people and creating lasting partnerships and alliances. Gerhard is one of these people that can drive results through collaboration, partnerships, and relationships. Recognized as a high-potential executive at a young age, his corporate career took flight with Metropolitan Life Ltd in 1984, where he distinguished himself with drive and leadership skills. Promoted three times in his eight-year tenure, he was appointed as Regional HR Manager in 1989. In 1996, Gerhard co-founded Money Wise Holdings Ltd, a national micro financing service provider that rapidly expanded to 320 Franchise outlets within two years. Gerhard was appointed Managing Director and spearheaded the listing of Money Wise Holdings Ltd on the Johannesburg Stock Exchange (JSE) in 1998. In 1999 Gerhard's visionary management of Money Wise was honoured with a prestigious Chamber of Commerce Businessman of the Year Award. Gerhard's vision provided him with the foresight that South Africans were rapidly becoming over indebted and as a result his career took another leap forward in 2001 when he founded Keystone Financial Solutions. In addition to managing Keystone and with the introduction of the new National Credit Act in 2008, he proposed and co-founded a national payment and distribution system to the South African National Credit Regulator and was subsequently awarded the contract as one of only five approved payment and distribution agencies in South Africa. Realising the potential of nutraceutical products in a global market and being pioneering, fiscally conscious and goal-driven by nature, Gerhard founded Go life Health Products in 2007. With an intrinsic flair for innovation and shareholder returns he was able to achieve the establishment of Go Life international in Mauritius and the subsequent listing of a cell of this company on 7 July 2011. Notwithstanding his other entrepreneurial commitments he is still the driving force behind the growth of this company through building longlasting and loyal relationships.

Marthinus Wolmarans: Go Life International CFO

Marthinus resigned from the S.A. Defence Force as a Captain in 1991, during which time he completed his Honours in Bachelor of Accounting Science. He completed his Articles of Clerkship at Coopers & Lybrand were he successfully obtained his CA (SA) qualification. As a Senior Audit Manager he was in charge of numerous audits ranging from listed companies to the SME market. At Coopers & Lybrand consulting division, he obtained valuable experience in project management where he managed various projects implementing the financial modules of the SAP software in corporate companies. As Senior Financial Planning Manager at Woolworths, he was responsible for the completion and reporting of the management accounts, budget and forecasting process for the whole of Woolworths, with all Group Financial Controller‟s reporting to him. He managed a new department in Woolworth‟s finance, called Financial Solutions. This new department managed the upgrade and maintenance of all financial systems and investigated and performed feasibility studies on new business initiatives within Woolworths. He obtained a Bachelor of Business Management and Administration with honours (Cum Laude) MBA at the University of Stellenbosch while working for Woolworths as Financial Manager. Leaving Woolworths to manage and provide funding for the SMME market from monies received from Unie Bank. He is currently a Managing Director of Smart Finance (Pty) Ltd, where he assists the SMME market in obtaining financial products and solutions.

123

As Financial Director adding value for Go Life International with the listing on the stock exchange of Mauritius that is selling nutraceuticals products is South Africa. As director of Vertex global Wealth, a Mauritius company, he creates international structure and financial wealth for international high net worth clients.

Yusuf Sooklall: Go Life International, Independent Non-Executive Director

Yusuf is a Mauritian citizen and holds a degree in Industrial Relations, Labour Laws and Management. He also holds a Diploma in Negotiation Skills and Communication techniques, as well as Human Psychology. Yusuf is well-respected in the disciplines of Management and Human Resources, a field where he has more than 25 years' experience. Apart from his role as Director of Go Life International, among others Yusuf is also a Director of the Mauritian Board of Investment (BOI), as well as a Director of the Mauritian National Empowerment Foundation. Yusuf also serves as a Director of the Resource Development Council and chairs the NPF (National Pension Fund) Finance and Debt Sub-Committee. Moreover he also serves as Chairman of the Millennium Development Goal Committee, and he is also a Board Member of the Trade Union Trust Fund. Further to this he is a member of the Appeal Tribunal of the Ministry of Education in Human Resources of Mauritius. Apart from his demanding professional life, Yusuf makes time for voluntary and social work to better the quality of life for fellow-Mauritians. The business community of Mauritius respects him as a hardworking, reliable and dedicated person who consistently offers excellence in completing the endeavours he undertakes.

Oliver Berhardt Go Life International, Independent Non-Executive Director

Oliver Bernhardt completed his schooling in Germany. Oliver always had a passion for cuisine and the related industry, hence his post school training that focuses on dietetics and nutrition. Oliver is also a qualified chef, holding such qualification from the Alte Muenz.

Although Oliver has an impressive background in the various disciplines of cuisine and nutrition, his main passion is managing and growing the businesses and restaurants to become popular. To this end, Oliver excelled in various courses in business management, resulting in successfully managing his restaurants and health supplement outlets over the last 15 years.

Mr Bernhardt has a passion for creating fusions among the specialist nutritional information available in first world Europe and the traditional medicinal properties of the more rural healing methods practiced throughout Africa. He has recently launched an online e-commerce business targeting a global audience.

Laurent Marie: Go Life International, Non-Executive Director

Laurent Marie is a skilled financial, marketing and business professional with more than eight years of comprehensive experience in selling investment solutions, business proposals and leadership characteristics. He provides investment and business advice to multiple portfolios of high worth individuals whilst at the same time maintaining the highest level of customer satisfaction in various market conditions. Laurent currently holds the position of General Manager at Vertex Global Wealth (Mauritius) where he promotes the services of the Company through responsible fund raising, marketing and communication. He is also responsible for development and identifying new business opportunities. In addition to the above, Laurent founded Boulevard West Agency in November 2011 where he industriously build up a portfolio of more than 600 customers in a short period of only two years. In addition to various accredited courses such as Anti Money laundering, Negotiations Skills and Salesonomics to name but a few, Laurent holds a Bachelor of Business Administration from the Management College of South Africa.

124

Jaap Rabie: Go Life Global

Jaap obtained his B.Com degree in 1974, where after he obtained post-graduate qualifications in both marketing and accountancy, and has extensive experience at a senior level in both disciplines. He ran his own practice in Cape Town as Professional Accountant and Consultant to major businesses for the period 1985 to 1989. After a decade as a property developer, having developed various holiday resorts of his own in Hartenbos (Western Cape – South Africa) and the Timbavati (Limpopo Province – South Africa), as well as resorts for the SA Army Foundation, he settled in the Western Cape's Garden Route area where he bought an accounting practice in 2001. He is formally registered with institutes in the accounting and taxation fields.

Greg Gilbert: Biotech Nutra, Director

Greg completed his MSc studies in Uranium Chemistry in 1979 at the University of Port Elizabeth. This was followed by a career in the chemical and mining industries, inventing various patents, many of which were successfully commercialised. Greg founded his first biotech company, Shimoda Biotech, in 1999. The Company developed novel anti-cancer strategies and formulation technologies. Shimoda successfully out-licensed South Africa's first pharmaceutical product to be used worldwide. In 2003 Greg founded Platco Technologies, a company formed to take advantage of the depth of understanding of platinum group metal chemistry in South Africa. This culminated in the design of a series of platinum-based oncology products and tumour imaging agents. Greg was instrumental in selling both Shimoda and Platco to American-based oncology company, Abraxis Biosciences LLC, in early 2008. As CEO, he ran both companies for the American parent company until his repurchase of both in October 2011 as Abraxis sold off most of their pharmaceutical research activities. Greg is also a founding member of Sagentus SA, a biotechnology company focusing on breakthrough technologies in the areas of diabetes, hypertension and cancer.

Dr Lana Du Plessis, PHD: Biotech Nutra, Director

Lana du Plessis obtained her BSc, BSc (Hons) and MSc, all cum laude and worked as a cytogeneticist and molecular geneticist at the Department of Obstetrics and Gynaecology at the Medical School of the University of Stellenbosch. Lana received the Andries Brink Award for the best post-graduate student for her Master's Degree in 1996. She was awarded a Canadian Commonwealth Scholarship award in 1998 for PhD studies in Ottawa, Canada, and completed her Ph.D. in Medical Sciences in 2000 at the University of Stellenbosch.

Lana developed diagnostic tests for various diseases, including PCR-based diagnostic tests for Huntington's disease, FragileX syndrome, Cystic Fibrosis, Porphyria Variegata, Familiar Hypercholesteremia, Hirschsprung's disease, Burkitt's lymphoma and Neuroblastoma. In the cytogenetic field she developed FISH-diagnostic tests for various cancer diagnostics and prognostics, including Ewing's sarcoma, Neuroblastoma and various leukemias. Lana was part of a research group that identified three founder mutations in the South African familial hypercholesteremia population, for which she received four scientific awards. Lana has published and presented over 60 scientific papers and was involved in various collaborative research projects in Europe (Ghent and Vienna). In 2002 she joined Shimoda-Biotech (Pty) Ltd as Project Leader of the protein research group, investigating diseases such as cancer, Alzheimer's, diabetes, hypertension and HIV. In 2003 she completed post-doctoral work at CSIRO in Canberra, Australia. In 2007 Lana cofounded Sagentus (CC) as a spin-off of the protein lead-program from Shimoda Biotech, the leading biotechnology company in South Africa.

125

Eugene Alt: Go Life Global, Marketing Director

Eugene built a strong track record in the media world as an advertising and television producer before entering the business world as the owner and CEO of several companies. In 1991, Eugene founded the Production Facility House, Sharewater Cartoons & Animation CC, and was responsible for producing all training material for the 1994 South African national elections. In 1997 Eugene established African Flame Production House (Pty) Ltd. Until 2004 he maintained contracts with e-TV, the SABC (South Africa's national broadcaster), as well as SAPA, to provide news and sport coverage. In 2004 he took up the position as Divisional Head of Marketing for Keystone Financial Solutions Ltd, a National Financial Services Company, and still holds this position.

Pieter Du Plessis – Go Life Global Director (to be appointed pursuant to the listing on AltX)

Pieter Du Plessis matriculated Grey College School with top honours. He went on to obtain a Bcomm through UNISA and an MBA trough the Milpark Business School obo Thems Valley University of London.

Pieter is currently a professional associated valuer recognized be the South African Council- as well as the South African Institute of Valuers since 1993. In the same year he began as a general and sales manager at Capgrow where he worked over the next 22 years. He ascended in ranks from the Chief Operational Officer, Managing Director and Co-Owner to the General Manager and Owner of Capgrow. He has also been the co-promoter of 3 successful listings on the JSE worth over R300 million.

Johan Terblanche – Go Life Global Director (to be appointed pursuant to the listing on AltX)

He is a successful business entrepreneur, specializing in risk and financial management, who has always built up his own companies to be well-known businesses. He has been involved in various business opportunities which enabled him to gain valuable knowledge in a broad spectrum of business activities.

After matriculation he joined the South African National Defence Force and quickly ascended in ranks to Naval Staff Officer. He also held other various middle management positions which he excelled at. In 1998 he opened his own Money Wise branch and he was also essential to the establishment of Money Wise KwaZulu- Natal (PTY) LTD as a subsidiary of Money Wise Holdings (PTY) LTD. He, furthermore, played a crucial role in the listing process of Money Wise on the JSE. He also went on to manage a further 34 branches in Gauteng, South Africa.

He co-founded the Tennessee Foods Group wherein he was personally involved in running and managing his own restaurants and turning it into world class experiences. He also co-founded the Tennessee Properties Group and Vilandra Corporate Housing. The Tennessee Properties Group combines unrivaled sales and marketing expertise with an in-depth understanding of real estate development. Johan is unique in the sense that he has the right attitude and passion backed with experience; skills and talent to launch any project.

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CONSULTANTS APPOINTED TO GO LIFE HEALTH PRODUCTS:

Dr Henry Davis (MSC) (Go Life Health Products)

Henry Davis holds an MSC at the University of Pretoria, and a Medical Degree through the University of Pretoria. Henry Davis worked at the Department of Human Genetics for two years after completing his studies, where he carried out considerable HIV AIDS work. Dr Davis‟ research led him to focus on establishing a range of natural products chosen for their outstanding properties and their effectiveness in combating certain ailments.

He established a laboratory in George which has the capacity to produce any foreseeable amount of product required by the South African Market under strict GMP standards.

Ewan Seton (BA Law) (Go Life Health Products)

Ewan has a proven track record in the field of business and investment opportunities and has held the post of General Manager of the KIH Group (Pty) Ltd since 2005 prior to taking up the reins of Go Life Health Products.

The Knysnadoc Investment Holdings t/a KIH Group (Pty) Ltd is a specialist investment Firm which secured commercial property investments which showed higher than average annual returns, primarily for investors in the Medical Fields. Ewan ran his own Foreign Exchange investment company from 2003 and from 1998 – 2003 Ewan held the post of Branch Manager for three top performing branches in African Bank Ltd.

Since his appointment on 1 April 2008 as General Manager of Go Life Health Products he has managed to establish a strong footprint for the products in more than 200 pharmaceutical outlets around the country. He has succeeded in securing contracts to have the Go Life product range distributed in Pick n Pay Hypermarkets and Shoprite/Checkers Medirite Pharmacies. His financial acumen, management experience and legal background are an asset to the company.

Ewert Oliphant ( Go Life Health Products)

Ewert Oliphant was born in Port Elizabeth in the Eastern Cape of South Africa and matriculated in 1972 from Kirkwood High School. He completed his studies in education at the Teachers college in Graaff Reinet and began his teaching career in the Eastern Cape.

In 1981 he embarked in a career as a marketer for Sanlam wherein he excelled as he received an award for marketer of the year in 1985. In 1990 he was promoted to branch manager in the same institution and was awarded the best branch manager for the year of 1995 and was also awarded as the best securities trust manager in South Africa for the same year.

His excellent people skills make him passionate about people and his professional history is an excellent indication on his ardor for marketing. His spouses can also attest to his 'mean' dancing skills.

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Tinus Lotz

Advocate TINUS LOTZ obtained a DIP IURIS and a LLB degree at the University Of Pretoria and was admitted as an advocate of the High Court of South Africa in march 1993

Tinus is the CEO and founder of One Vision Capital, a company that renders corporate advise and specializes in obtaining seed and expansion capital for companies in Africa through collaboration partners in Europe, Sub-Saharan Africa and Asia. Tinus has many years‟ experience in dealing with Mauritian Protected Cell Companies and the listing requirements of the Mauritian Stock Exchange, Frankfurt Stock Exchange and the Johannesburg Stock Exchange. His clients included, various South African and international, corporate clients, listed companies, several major South African banks and municipalities. Tinus was a practising advocate and a member of the Southern Cape Society of Advocates and an associated member of the Western Cape Bar.

He was also a part time lecturer at the Nelson Mandela Metropolitan University at the Saasveld Campus, at George, South Africa. Tinus was an independent trustee of various trusts in South Africa, involved in property development. Tinus specialises in commercial work, including all aspects of the law of contract, the drafting of commercial contracts, personal injuries and medical negligence, High Court Litigation, including trials, interdicts and opposed motions.

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ANNEXURE 12

EXTRACTS FROM THE CONSTITUTION OF THE COMPANY

SHARE CAPITAL

5. (1) Shares in the Company shall be issued only as registered shares in United States Dollars [„USD‟], the currency of the United States of America.

(2) The capital of the Company shall be made up of Class A Ordinary Shares.
(3) Class A shares issued by the Company shall be of no-par value and will confer upon the holder of those shares the rights set out under Section 46(2) of the Act.

AMENDMENT OF CONSTITUTION

7. (1) Subject to Article 7(2) the Shareholders of the Company may by special resolution adopt, alter or revoke this Constitution.

(2) Where the Company has been admitted to the Official List of the Stock Exchange of Mauritius, no amendment or addition to the Constitution shall be made unless prior written approval has been sought and obtained from the Stock Exchange of Mauritius for such deletion, amendment or addition

ISSUE OF SHARES

10. (1) Subject to the Act, the Directors may resolve to issue new shares at any time, to any person and in any number they think fit and with such preferred or other special rights or with such restrictions, whether with regard to dividend, voting, return of capital, or otherwise, as they may determine from time to time.

(2) For the avoidance of doubt, unless otherwise provided by resolutions of the Directors resolving to issue shares, new shares issued by the Company shall be Ordinary shares.
(3) The rights conferred on the holders of shares issued by the Company with preferred or other rights shall not, unless otherwise expressly provided by the terms of the issue of the shares, be deemed to be varied by the creation or issue of further shares ranking equally with them.
(4) Where the capital of the Company includes shares which do not carry voting rights, the words „non-voting‟ shall appear in the designation of such shares

PRE-EMPTIVE PROVISIONS NEGATED

11. (1) Notwithstanding any provisions relating to pre-emptive rights to any new issue of shares in the Act, the Directors may resolve to issue new shares which will rank equally with or in priority to the shares already issued by the Company as to voting and distribution rights without the need to offer such new shares in prior to the holders of existing shares with the same rights.

(2) The consideration paid for the shares issued in accordance with sub-section 1 shall be determined in accordance with Section 56 of the Act.

FRACTIONAL SHARES

12. The Company may not issue any fractional shares. For the avoidance of doubt, s.54 of the Act shall not apply to the Company.

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SHAREHOLDER NOT ENTITLED TO DIVIDEND OR TO VOTE UNTIL CALLS PAID

20. Unless otherwise provided by a resolution of Directors, no Shareholder shall be entitled to receive any dividend or to be present or to vote on any question either personally or by proxy at any meeting or upon a poll, or to be reckoned in a quorum, whilst any call or other sum shall be due and payable to the Company in respect of any of the shares held by him, whether alone or jointly with any other person.

TRANSFER OF SHARES

21. Shares in the Company shall be freely transferable.

MEETINGS OF SHAREHOLDERS

26. (1) Annual meetings of the Shareholders shall be called and held in accordance with the Act.

(2) Any meeting of the Shareholders other than an annual meeting shall be a special meeting as provided under the Act.
(3) All meetings of the Shareholders shall be held at the Registered Office of the Company or at such places within or outside the Republic of Mauritius as the Directors may consider necessary or desirable.
(4) The procedure to be followed at any meeting of the Shareholders, annual or special, shall be those set out in the Fifth Schedule to the Act.

DIRECTORS

27. (1) There is no limit to the number of Directors, provided always that at least two Directors shall be ordinarily resident in Mauritius and who shall be of appropriate calibre, capable of exercising independence of mind and judgment.

(2) The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. A vacancy shall occur through the death, resignation or removal of a Director, but a vacancy shall not be deemed to exist where the resigning Director resigns after having appointed his successor.
(3) No person shall be eligible for appointment to the office of a Director at any Members Meeting unless not less than (7) seven clear days or more than fifteen clear days before the day appointed for the Members Meeting there shall have been given to the Company notice in writing by a Shareholder duly qualified to be present and vote at the Meeting for which such notice is given of his intention to propose such person for appointment and also notice in writing signed by the person to be proposed of his willingness to be appointed.
(4) The first Directors shall be determined in writing by the subscriber(s) to the application for incorporation of the Company.

APPOINTMENT AND REMOVAL OF DIRECTORS

28. (1) The Company may, from time to time, by resolutions of Directors or by resolutions of Shareholders, appoint new or additional Directors on such terms as it may determine.

(2) A Director may be removed from office with cause by a resolution of Directors.
(3) Unless otherwise provided by law, the Shareholders shall have the power, by way of a resolution passed at a Members‟ meeting, to remove any Director before the expiry of his period of office subject, however, to the right of any such Director to claim damages under any contract.

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ALTERNATE DIRECTORS

29. (1) Any Director may, from time to time, appoint any other Director or any other person who is approved by the Directors or alternate or substituted Directors, to be an alternate or substituted Director. The appointer may revoke any appointment so made at any time. Further, any director so appointed shall hold office only until the next following annual meeting of the Shareholders, and shall then be eligible for re-election

(2) The appointee, while he holds office as an alternate Director, shall be entitled to notice of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not present and generally in the absence of his appointer to perform all the functions of his appointer as a Director, but he shall not require any qualification and shall not be entitled to receive any remuneration from the Company otherwise than out of the remuneration of the Director appointing him.
(3) A Director who is also an alternate Director shall be entitled, in addition to his own vote, to a separate vote on behalf of the Director he is representing.
(4) An alternate Director may be removed from office, with or without cause, by a resolution of Shareholders or, with cause, by a resolution of Directors and shall “ipso facto” cease to be an alternate Director, if his appointer ceases for any reason to be Director.
(5) All appointments, revocations and removals of alternate Directors made in pursuance of the provisions of this Article shall be in writing and left at the Registered Office of the Company or addressed thereto.

DISQUALIFICATION OF DIRECTORS

30. The office of any Director shall “ipso facto” be vacated:

(1) If he ceases to be a Director by virtue of the Act or make any arrangement or composition with his creditors generally;
(2) If he becomes prohibited from being a Director by reason of an order made under the Act;
(3) If he becomes bankrupt;
(4) If, by notice in writing to the Company, he resigns from his office;
(5) If he is declared a lunatic or is interdicted or is provided with a legal administrator (“mise en tutelle ou en curatelle”) or becomes of unsound mind or if all the other Directors shall have unanimously resolved that he is physically or mentally incapable of performing the functions of a Director;
(6) If he absents himself from the meetings of the Board for more than six consecutive months without special leave of absence from the Board;
(7) If, without the consent of the Company in a meeting, he holds any other office of profit under the Company, except that of Managing Director or of Manager;
(8) If he is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of his interest in the manner required by the Act.

POWERS OF DIRECTORS

31. (1) The business, affairs and activities of the Company shall be managed by the Directors. They may exercise all such powers and do all such acts and things as the Company is, by this Constitution or otherwise, authorised to exercise and do, and which are not hereby, or by law, directed or required to be exercised or done by the Shareholders of the Company, but subject to any delegation of such powers as may be authorised by law or by this Constitution.

(2) All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all recipients for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of Directors.

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PROCEEDINGS OF THE BOARD

32. The provisions set out in the Eighth Schedule to the Act shall govern the proceedings of the Board. Save as provided therein, the Board may regulate its own procedure.

POWER TO DELEGATE

33. There shall be no restrictions on the ability of the Directors to delegate their powers other than those set out in the Seventh Schedule to the Act.

WHEN ACTS OF BOARD OR COMMITTEE OF DIRECTORS OR DIRECTOR VALID

34. Subject to the restrictions provided in this Constitution, all acts done at any meeting of the Board or at any meeting of a committee of Directors to which powers have been delegated, or by any person to which powers have been delegated, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such committee or person acting as aforesaid, be valid.

MANAGERS AND MANAGING DIRECTORS

35. (1) The Directors may, from time to time, appoint any person to be a Manager of the Company and may also appoint one of their body to be Managing Director of the Company, either for a fixed term or without any limitation as to the period for which the Manager or Managing Director is to hold office and may, from time to time (subject to the provisions of any contract between the Manager or Managing Director and the Company), remove or dismiss him from office and appoint another in his place.

(2) A Managing Director shall “ipso facto” and immediately cease to be a Managing Director if he ceases to hold the office of Director for any cause.
(3) The remuneration of a Manager or a Managing Director shall (subject to the provisions of any contract between him and the Company), from time to time, be fixed by the Directors and may be by way of fixed salary or commission on dividends, profits or turnover of the Company or of any other company in which the Company is interested, or by participation in any such profits, or by any or all of those modes.
(4) The Directors may, from time to time, entrust to and confer upon the Manager and Managing Director for the time being such of the powers exercisable under these presents by the Directors as they may think fit, including the power to delegate, and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient, and they may confer such powers collaterally with or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
(5) A Manager shall not be disqualified by his office from being a Director or from holding any other office or place of profit under the Company or under any company which may be promoted by the Company or in which the Company shall be Shareholder or otherwise interested, or from contracting with the Company either as vendor, purchaser, or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which the Manager shall be in any way interested be avoided, but it is declared that the nature of his interest must be disclosed by him to the Company by letter addressed to the Secretary of the Company at the Registered Office of the Company and such disclosure recorded by the Directors. A general notice that the Manager is a Shareholder of any specified firm or company and is regarded as interested in any transaction with such firm or company shall be sufficient disclosure under this sub-section as regards the said transaction and, after such general notice, it shall not be necessary for the Manager to give a special notice relating to any particular transaction with that firm or company as aforesaid.

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DIVIDENDS

39. (1) A dividend may be authorised and declared by the Directors at such time and in such amount (subject to the solvency test) as they think fit.

(2) Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this sub-section as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but where any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
(4) The Directors may deduct from any dividend payable to any Shareholder all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.
(5) No dividend shall bear interest against the Company.
(6) Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or postal or money order sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the share register or to such person and to such address as the holder or joint holders may in writing direct.
(7) Every such cheque or postal or money order shall be made payable to the order of the person to whom it is sent.
(8) Subject to the relevant provisions of Act, the Directors may issue shares to any Shareholder who has agreed to accept such issue, either wholly or partly, in lieu of a proposed dividend or proposed future dividends.

RESERVE FUND

40. The Board may, before recommending any dividends, set aside out of the profits of the Company such sums as it thinks proper as reserve, which shall, at the discretion of the Directors, be applicable for any purposes to which the profits of the Company may be properly applied and pending such applications may, at the like discretion, either be employed in the business of the Company, or be invested in such investments (other than shares of the Company) as the Directors may, from time to time, think fit. The Directors may also, without placing the same as reserve, carry forward any profits, which it may think prudent not to distribute.

INDEMNITY OF DIRECTORS, ETC…

43. (1) Every director, managing director, manager, agent, auditor, secretary or other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings whether civil or criminal, including advocate and other legal fees, travel expenses and other related expenses, in which judgement is given in his favour or in which he is acquitted, or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence, default or breach of duty.

(2) Subject to the provisions of the law, the Directors are empowered to effect insurance for any Director or any employee of the Company in respect of his acts, doings and omissions.

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ANNEXURE 13

CORPORATE GOVERNANCE

The directors of Go Life International endorse the Mauritian Code of Corporate Governance and recognise their responsibility to conduct the affairs of Go Life International with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Go Life International.

It should be noted that Go Life International has issued a report on the areas of non- compliance with the Mauritian Code of Corporate Governance, which is detailed in its annual report for the year ended 31 December 2015. The areas of non-compliance arise primarily due to the unexpected resignation of one of the independent non-executive directors in late 2015 and the small size of the Company. Subsequent to year end, certain areas of non-compliance have been addressed with a new board appointment and change in the composition of committees as detailed below.

In addition, in anticipation of listing on AltX, certain additional aspects of corporate governance have been introduced within the Group and Chapter 2 of the King Code on Corporate Governance (“King III”) will be applied throughout Go Life International and its subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the AltX. The directors have, accordingly, established procedures and policies appropriate to Go Life International‟s business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time.

The directors of Go Life International will adopt the principals of the code, being fairness, accountability, responsibility and transparency. The formal steps taken by the directors are as follows:

1.1. Directors

The Board

The board of directors shall meet quarterly and disclose the number of meetings held each year in its annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice; procedures have been put in place by the board for such advice to be sought at the Company‟s expense.

All directors have access to the advice and services of Company Secretary, which fulfils the role of Company Secretary. The board is of the opinion that the Company Secretary has the requisite attributes, experience and qualifications to fulfil its commitments effectively. This assessment is based on the experience and qualifications of Company Secretary, as well as the fact that Company Secretary is familiar with the Company and its recent restructuring. The appointment or dismissal of the Company secretary shall be decided by the board as a whole and not one individual director.

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Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the Company‟s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an ongoing basis to ensure that directors remain abreast of changes in regulations and the commercial environment.

The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in a timely and transparent manner.

In accordance with AltX Listings Requirements, the directors are required to attend a 4-day Directors Induction Programme, although directors of secondary listed companies are exempted from this requirement. The two South African executive directors have stated their intention to attend this course over the next 12 to 18 months.

Chairman and Chief Executive Officer

The offices of Chairman and Chief Executive Officer are be fulfilled by two different persons, in order to ensure a balance of power and authority so that no one person has unfettered decision making powers. The roles of chairperson and chief executive officer are therefore separated, with the chairperson being an independent non-executive director. Mr Yusuf Sooklall is the Chairman of Go Life International while Mr Gerhard Naudè is the Chief Executive Officer.

Board balance

The board includes both executive and non-executive directors in order to maintain a balance of power and ensure independent unbiased decisions and that no one individual has unfettered powers of decision-making. The board of directors of Go Life International consists of five members, 3 of whom are independent non-executives.

Supply of information

The board will meet on a regular basis where possible, but at a minimum of every three months. The directors will be properly briefed in respect of special business prior to board meetings and information will be provided timeously to enable them to give full consideration to all the issues being dealt with.

Furthermore, management shall supply the board with the relevant information needed to fulfil its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all Company information, records, documents and property. Not only will the board look at the quantitative performance of the Company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman must ensure that all directors are adequately briefed prior to board meetings.

Delegation of duties

Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.

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Appointments to the Board

Any member of the board can nominate a new appointment to the board, which will be considered at a board meeting. The nominated director‟s expertise and experience will be considered by the board as well as any needs of the board in considering such appointment. In accordance with the AltX Listings Requirements a nomination committee is not required and the size of the Company does not warrant the establishment of a nomination committee. The Board currently does not have a policy on promotion of gender diversity and will establish a gender promotion policy after the listing on the AltX.

A general meeting of the directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director. The Company‟s Constitution does not provide a maximum number of directors. Any interim appointments will be subject to approval at the Company‟s next general or annual general meeting.

The Company does not have a nomination committee due to the size of the Company.

1.2. Directors‟ remuneration

Remuneration policy

Go Life International did not have a remuneration committee for the past year and this is not an AltX requirement. The remuneration policy provides for the payment of market related salaries as well as providing for the executive directors to participate in a discretionary 13[th] cheque, subject to performance incentives. No performance incentives have been set for the year ending 28 February 2016. Going forward, executive directors‟ remuneration will be determined by a disinterested quorum of directors.

Service contracts and compensation

Go Life International has no service contracts with its executive directors.

Non-executive directors are not subject to retirement by rotation.

In accordance with the Constitution, the Company may, from time to time, by resolutions of Directors or by resolutions of Shareholders, appoint new or additional Directors on such terms as it may determine.

A Director may be removed from office with cause by a resolution of Directors.

Unless otherwise provided by law, the Shareholders shall have the power, by way of a resolution passed at a Members‟ meeting, to remove any Director before the expiry of his period of office subject, however, to the right of any such Director to claim damages under any contract.

1.3. Accountability and audit

Incorporation

The Company is duly incorporated in Mauritius and operates in conformity with its Constitution and all laws of Mauritius.

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Financial reporting

The board is responsible for the Group‟s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company‟s auditors. The board is responsible for presenting a balanced and understandable assessment of the Company‟s financial position with respect to all financial and price sensitive reports on the Company.

Internal control

The directors will conduct an annual review of the Company‟s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. As the Company grows in size, an internal audit committee will be established in accordance with the Mauritian Code of Governance.

Audit Committee

The audit committee has been set up as a link between the Board, internal audit and external auditors. Its responsibilities include, but are not limited to, reviewing the appropriateness of the Company‟s accounting policies, assessing the effectiveness of the internal control processes, reviewing the annual financial statements before their submission to the Board, discussing the results of the external audit process with the external auditors, and providing guidance to the risk management function. The audit committee is also responsible for the Company risk management function.

An audit committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in discharging their duties. The committee is required to provide comfort to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the financial director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services.

The following independent non-executive directors have been appointed to the audit committee:

Laurent Marie
Yusuf Sooklall.

Audit Committee meetings are held as and when required.

Laurent Marie has been appointed as the Chairman of the Audit Committee as of 19 November 2015. Grant Ramnauth, the former Audit Committee Chairman, resigned from the board with effect from 18 November 2015. The Chairman of the board is not the chairman of the audit committee.

The Chairman of the Audit Committee has experience in accounting and financial matters.

The audit committee has considered and are satisfied with the experience and expertise the expertise the financial director.

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Internal Audit and Compliance

The internal auditor assists the Board and management with the monitoring of the risk management process.

The Company operates in a highly regulated environment. The Board has set up a framework for an effective internal audit function. In this respect, Marthinus Wolmarans was appointed to review the effectiveness and adequacy of internal controls within the Company. The recommendations of Marthinus Wolmarans are submitted to the Board for approval. It must be noted that Go Life International has no managerial structure and no employees.

The internal audit function is to ensure that there is an additional oversight to ensure compliance with the regulatory authorities.

External auditors

The auditor of the Group is Grant Thornton Mauritius and it has performed an independent and objective audit of the Group‟s annual financial statements for the year ended 31 December 2015. The statements are prepared in terms of the International Financial Reporting Standards (“IFRS”). Quarterly reports are not audited. The auditors of the Group for the year ended 31 December 2014 were BDO & Co.

Board Risk Committee

As reported for the year ended 31 December 2015, the Company is young and relatively small and there is no urgency to establish a separate committee and the issues normally tended to by such committee is being addressed by the Corporate Governance Committee.

The Board is responsible for risk management and to ensure that the procedures are in place within the organisation for risk management; for the definition of the overall strategy for risk tolerance; and for the design and implementation of the risk management processes.

Company‟s policy on risk management encompasses all significant business risks including physical, operational, business continuity, financial, compliance and reputational risk, which could influence the achievement of the Company‟s objectives.

During the course of the year, the Board considered the Company‟s responsiveness to changes within its business environment. The Board is satisfied that there is an ongoing process, which has been operational.

It is important to note that internal control and risk management structures have been integrated in such a way that the Board of Directors ensures that the mandate stipulated in the listing particulars is carried out. Such mandate stipulates that all shareholder funds be utilised to acquire shares in Go Life Health Products.

Investment Committee

The Investment Committee has been set up to ensure that the major investments made are in line with the Board‟s strategy.

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The investment committee comprises the following members:  Marthinus Wolmarans  Gerhard Naudè.

Investment Committees are held as and when required.

1.4. Code of ethics

Go Life International subscribes to the highest ethical standards and behaviour in the conduct of its business and related activities.

Corporate Governance Committee

The Corporate Governance Committee‟s aim is to ensure best practice of corporate governance. Since the Company does not have any employees and is managed by AceTer Global Ltd the need for a nomination committee and a remuneration committee does not arise.

The members of the Corporate Governance Committee are:

Mohamed Yusuf Sooklall (Chairperson)
Marthinus Johannes Wolmarans
Gerhard Jacobus Naudè

1.5. Relations with shareholders

It is the plan of Go Life International to meet with its shareholders and investment analysts, and to provide presentations on the Company and its performance.

The board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.

1.6. Dealing in securities

The board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. No director shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary.

The Company Secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by directors in the securities of the Company.

1.7. Company Secretary

The Company has appointed AceTer Global Ltd to act as the Company Secretary. An independent and arms-length relationship exists due to the fact that AceTer Global Ltd provides outsource company secretarial services and is not a director or shareholder in Go Life International. The professionalism and independence of AceTer Global Ltd will thus be maintained.

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The board of directors has considered and satisfied itself on the competence, qualifications and experience of the Company Secretary. In considering this assessment, the board of directors considered the experience and qualifications of the Company Secretary as well as the employees of the Company Secretary. The directors will assess the on-going competency of the Company Secretary on an annual basis and in compliance with section 3.84(i) of the JSE Listing Requirements.

1.8. Financial Director

The financial director is appointed as a full time executive director.

1.9. King III Checklist

The Company is required to comply with the Code of Corporate Governance in Mauritius.

In addition, the Company will be listing on AltX which requires a company of comply with the provision of Chapter 2 of the King III report. The board endorses the principles contained in Chapter 2 of the King III report on corporate governance and confirms its commitment to those principles where, in the view of the board, they apply to the business. Compliance will be monitored regularly and the board has undertaken an internal review process in determining compliance. Where areas of non-compliance or partial compliance have been identified these have been listed below, together with the reasons therefore, as is required by King III. It should be noted that compliance with King III is not a requirement of a Mauritian company and thus many of the principles are only now being introduced.

King III Ref	King III Principle	Comply/ Partially Comply/ Do Not comply	Commentary

CHAPTER 2- BOARDS AND DIRECTORS
Principle 2.1	The Board acts as the focal point for and custodian of corporate governance.	Comply	The Board will ensure that the Company applies the governance principles contained in King III and continues to further entrench and strengthen recommended practices through the Group‟s governance structures, systems, processes and procedures.
Principle 2.2	The Board appreciates that strategy, risk, performance and sustainability are inseparable.	Comply	The Board, as a whole and through its Committees, will approve and monitor the implementation of the strategy and business plan of the Company, will set objectives, review key risks and will evaluate performance against the background of economic, environmental and social issues relevant to the Company and global economic conditions.

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Principle 2.3	The Board provides effective leadership based on an ethical foundation.	Comply	See 1.4 above
Principle 2.4	The Board ensures that the Company is and is seen to be as a responsible corporate citizen.	Comply	See 1.4 above
Principle 2.5	The Board ensures that the Company‟s ethics are managed effectively	Comply	See 1.4 above
Principle 2.6	The Board has ensured that the Company has an effective and independent audit committee.	Comply	See 1.3 above
Principle 2.7	The Board is responsible for the governance of risk.	Comply	See 1.3 above
Principle 2.8	The Board is responsible for information technology (IT) governance.	Partially comply	The board is responsible for IT Governance. In due course, a Corporate Governance Committee will be established and will oversee this responsibility
Principle 2.9	The Board ensures that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.	Comply	The board is responsible for ensuring that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.
Principle 2.10	The Board should ensure that there is an effective risk- based internal audit.	Do not comply	See 1.3 above.
Principle 2.11	The Board should appreciate that stakeholder‟ perceptions affect a Company‟s reputation.	Comply	Directors are mindful that stakeholders‟ perceptions affect a Company‟s reputation and bear this in mind as the Group expands into new territories.
Principle 2.12	The Board should ensure the integrity of the Company‟s integrated report.	Comply	The board oversees the preparation of the Company‟s integrated report and ensures the integrity thereof.
Principle 2.13	The Board reports on the effectiveness of the Company‟s internal controls.	Partially comply	The Board reports on the Company‟s internal controls but historically operations have been limited to its investment in associate. See also 1.3 above.

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Principle 2.14	The Board and its directors should act in the best interests of the Company.	Comply	Directors are mindful of their fiduciary duties and their duty to act in accordance with applicable legislation. Records of Directors‟ financial interests are kept and updated on an on-going basis. The Board as a whole acts as a steward of the Company and each Director acts with independence of mind in the best interests of the Company and its stakeholders. In its deliberations, decisions and actions, the Board is sensitive to the legitimate interests and expectations of the Company‟s stakeholders.
Principle 2.15	The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the Company has been/may be financially distressed as defined in the Companies Act, 71 of 2008.	Partially comply	The Board is aware of the requirements of the Act regarding business rescue in so far as it applies to South African subsidiaries. The Company will establish a risk management process that will continuously evaluate controllable and non- controllable risks, threats and opportunities to ensure that the Company is operating optimally and is not in distress. In connection with the issuance of the Interim and Provisional Results management has been requested to table a solvency and liquidity memorandum whose content will be regularly considered and confirmed by the Board.
Principle 2.16	The Board has elected a chairman of the board who is an independent non- executive director. The CEO of the Company does not also fulfil the role of chairman of the Board.	Comply	The Chairman of Go Life Internationalis an independent non-executive director. The roles of the Chairman and Chief Executive Officer are separate and clearly defined.

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Principle 2.17	The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority.	Partially comply	While retaining overall accountability and subject to matters reserved to itself, the Board has delegated authority to the Chief Executive Officer and other Executive Directors to run the day-to-day affairs of the Company. An approval framework is yet to be agreed. Gerhard Naudè is appointed as CEO. A delegation of authority document is to be prepared and will be reviewed and approved by the audit committee in due course.
Principle 2.18	The Board comprises a balance of power, with a majority of non-executive directors. The majority of non-executive directors are independent.	Comply	The board has a majority of independent non-executive directors. There are three independent non-executive directors and two executive directors.
Principle 2.19	Directors are appointed through a formal process.	Comply	To ensure a transparent process, any new appointment of a Director is considered by the Board as a whole. The selection process involves considering the existing balance of skills and experience on the Board and a continual process of assessing the needs of the Company. Directors are appointed in terms of the Company‟s Constitution and in accordance with the Mauritian Companies Act.
Principle 2.20	The induction of and on- going training, as well as the development of directors is conducted through a formal process.	Do not comply	Due to the size of the Company, new appointees to the board are familiarised with the Company by way of meetings and discussion and no formal induction programme is in existence. On-going training will be provided when needed and the two South African based directors will be attending the Directors Induction Program in the next 12 to 18 months on a voluntary basis.
Principle 2.21	The Board is assisted by a competent, suitably qualified and experienced company secretary.	Comply	The Company Secretary is duly appointed by the Board in accordance with the Mauritian Companies Act and is evaluated annually. The Board is satisfied that the Company

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			Secretary, including consideration of its employees, is independent and is properly qualified and experienced to competently carry out the duties and responsibilities of Company Secretary.
Principle 2.22	The evaluation of the Board, its committees and individual directors is performed every year.	Do not comply	The performance of the Board as a whole and the Board Committees individually is currently not evaluated annually. This will be considered in due course.
Principle 2.23	The Board delegates certain functions to well-structured committees without abdicating its own responsibilities.	Comply	The board has delegated certain functions without abdicating its own responsibilities to the following committees:  Audit Committee; and  Investment committee. Additional committees will be appointed in due course as the Company grows.
Principle 2.24	A governance framework has been agreed between the Group and its subsidiaries‟ boards.	Do not comply	The Company did not have any subsidiaries prior to 31 December 2015. Going forward, the governance of wholly- owned subsidiaries will be handled by Board and Board Committee resolutions.
Principle 2.25	The Company remunerates its directors and executives fairly and responsibly.	Partially comply	The Board will oversee the remuneration of Directors and Senior Executives and will make the determination taking into account market conditions, expert advice from remuneration specialists and in accordance with the Remuneration policy.
Principle 2.26	The Company has disclosed the remuneration of each individual director and prescribed officer	Comply	The remuneration of Directors is included in the Directors‟ report of the Integrated Annual Report.
Principle 2.27	The shareholders have approved the Company‟s remuneration policy.	Do not comply	This has not been a requirement of a Mauritian listed company and will be considered in due course. The remuneration policy is currently approved by the Board and a remuneration committee will be appointed as detailed in 1.3 above.

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ANNEXURE 14

SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS

Go Life International has obtained SARB Exchange Control approval for the secondary inward listing on the JSE in terms of the Prelisting statement. In line with the Exchange Control approval obtained from the SARB, shares in the Company will be issued on market as listed shares.

The trade in shares subsequent to listing may only be done in terms of the Exchange Control Regulations. Set out below is a summary of the Exchange Control Regulations relating to the trade in Go Life International shares in South Africa only.

This summary of the Exchange Control Regulations is intended as a guide only and is therefore not comprehensive. If you are in any doubt you should consult an appropriate professional advisor immediately.

1. SOUTH AFRICAN PRIVATE INDIVIDUALS

The acquisition of shares on the market by a South African private individual will not affect such person‟s foreign investment allowance under Exchange Control Regulations.

A South African private individual need not take any additional administrative actions and can instruct its broker to accept, buy and sell shares on its behalf in Go Life International as it would with any other listed security on the JSE. Such shares are on the South African register and are Rand-denominated.

2. SOUTH AFRICAN INSTITUTIONAL INVESTORS

As announced by the Minister of Finance in the 2011 Medium-Term Budget Policy Statement, all inward listed shares on the JSE traded and settled in Rand are now classified as domestic for the purposes of Exchange Control. Accordingly, South African retirement funds, long-term insurers, collective investment scheme management companies and investment managers who have registered with the SARB Exchange Control Department as institutional investors for Exchange Control purposes and Authorised Dealers approved as such by SARB may now invest in such shares without affecting their permissible foreign portfolio investment allowances or foreign exposure limits.

South African institutional investors may acquire shares on the market without affecting their foreign portfolio investment allowances or foreign exposure limits.

3. MEMBER BROKERS OF THE JSE

The Exchange Control Rulings provides for a special dispensation to local brokers to facilitate the trading in inward listed shares. South African brokers are now allowed to purchase Go Life International shares offshore and to transfer the shares to Go Life International‟s South African share register. This special dispensation is confined to inward listed shares and brokers may warehouse such shares for a maximum period of thirty days only.

4. SOUTH AFRICAN CORPORATE ENTITIES, BANKS, TRUSTS AND PARTNERSHIPS

South African corporate entities, banks, trusts and partnerships may acquire shares on the market without restriction.

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5. NON-RESIDENTS OF THE COMMON MONETARY AREA

Non-residents of the common monetary area may acquire shares on the market, provided that payment is received in foreign currency or Rand from a non-resident account.

Non-residents may sell Go Life International shares on the market and repatriate the proceeds without restriction. Former residents of the common monetary area who have emigrated may use emigrant blocked funds to acquire the shares on the market. The shares will be credited to their blocked share accounts at the Central Securities Depository Participant controlling their blocked portfolios. The sale proceeds derived from the sale of the shares will be transferred to the authorised dealer in foreign exchange controlling the emigrants‟ blocked assets for credit to the emigrants‟ blocked account.

6. MOVEMENT OF GO LIFE INTERNATIONAL SHARES BETWEEN REGISTERS

Shares in Go Life International are fully fungible and may be transferred between registers, subject to investors obtaining necessary exchange control approvals where necessary.

South African resident investors may only acquire shares, via the JSE, that are already on the South African branch register maintained by Go Life International‟s transfer secretaries.

Member brokers of the JSE may acquire shares on foreign exchanges and transfer shares to the South African register as described in paragraph 3 above. Non-residents are not subject to exchange control regulations and may freely transfer shares between branch registers.

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ANNEXURE 15

LOCK-UP SHARE ANALYSIS OF GO LIFE INTERNATIONAL

An analysis of the shares issued, and the number of locked up shares is set out below:

	Locked up	Percentage	Vendor	Total
Acquisition	shares	Locked up	shares	shares	Percentage
Go Life Health	374 000 000	41.56%	246 000 000	620 000 000	68.89%
Products
Go Life Health	38 629 000	0.04%	-	38 629 000	0.04%
Products – Promoter
Fees
Bon Health Care	30 000 000	3.33%	104 000 000	134 000 000	14.89%
Bon Health –	10 720 000	0.01%		10 720 000	0.01%
Promoter Fees
Sub-Total	453 349 000		350 000 000	803 349 000	89.26%
In issue, prior to the				96,651,000
Acquisitions
Total issued shares	453 349 000	50.37%		900 000 000	100.00%

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ANNEXURE 16

INDEPENDENT REPORTING ACCOUNTANT‟S REPORT ON THE PRO FORMA HISTORICAL FINANCIAL INFORMATION ON GO LIFE SA

“1010 November 2016

The Directors Go Life International Limited c/o 5[th] Floor, Ken Lee Building CNR Edith Cavell & Brown Sequard Street Port Louis Mauritius

Dear Sirs REPORT ON THE COMPILATION OF PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF GO LIFE HEALTH PROPRIETARY LIMITED (“GO LIFE SA”)

We have completed our assurance engagement to report on the compilation of pro forma consolidated financial information of Go Life SA by the directors. The pro forma financial information consists of the pro forma Statement of financial position at 29 February 2016, the pro forma Statement of Profit and Loss and Other Comprehensive Income for the period ended 29 February 2016, the pro forma Statement of Changes in Equity for the period ended 29 February 2016, the pro forma cash flow statement for the period ended 29 February 2016, and related notes as set out on pages 9-31 of the financial statements and 152-175 of the pre-listing statement. The applicable criteria on the basis of which the directors has compiled the pro forma financial information are specified in the JSE Limited (JSE) Listings Requirements

The pro forma financial information has been compiled by the directors to illustrate the impact of the 100% Acquisition of Gotha Health Products (Pty) Ltd for the period ending 29 February 2016.

The pro forma financial information has been compiled by the directors to illustrate the impact of the 100% Acquisition of Gotha Health Products (Pty) Ltd on the Consolidated Statement of financial position at 29 February 2016, and the Consolidated Statement of Profit and Loss and Other Comprehensive Income for the period then ended, Consolidated Statement of Changes in Equity, Consolidated cash flow statement, and related notes as if the Acquisition of Gotha Health Products (Pty) Ltd occurred on the 1 March 2015 and for the period then ended. As part of this process, information about the company‟s statement of financial position and Statement of Profit and Loss and Other Comprehensive Income has been extracted by the directors from the company‟s financial statements for the period ended 29 February 2016, on which an auditor‟s report was issued on 14 October 2016.

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Directors Responsibility for the Pro forma financial information

The directors are responsible for compiling the pro forma financial information on the basis of the below criteria:

Checking whether management has appropriately extracted the unadjusted financial information from the source documents;
Ensuring the pro forma financial information is prepared on a basis consistent with the company‟s financial reporting framework and its accounting policies under that framework;
Determining whether the calculations within the pro forma financial information are arithmetically accurate;
The purchase price of Gotha is in terms of the original agreement dated 10 March 2011 and goodwill has been calculated based on this acquisition; and
The pro forma consolidated information is based on the assumption that Go life SA had 100% control over Gotha Health Products (Pty) Ltd from the 1 March 2015.

Practitioner‟s Responsibilities

Our responsibility is to express an opinion as required by The JSE Listing Requirements about whether the pro forma consolidated financial information has been compiled, in all material respects, by the directors on the basis of the applicable criteria.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in the Pre-listing statement, issued by the International Auditing and Assurance Standard Board. This standard requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the pro forma financial information on the basis specified in the JSE Listings Requirements.

Our procedures included:

Making inquiries of management regarding the process management has applied to compile the pro forma financial information;
Evaluating whether management has used an appropriate source of the unadjusted financial information in compiling the pro forma financial information;
Checking whether management has appropriately extracted the unadjusted financial information from the source documents;
Evaluating whether management has compiled the pro forma financial information on a basis consistent with the company‟s financial reporting framework and its accounting policies under that framework;
Considering management‟s evidence supporting the pro forma adjustments;
Determining whether the calculations within the pro forma financial information are arithmetically accurate; and
Evaluating the overall presentation and disclosure of the pro forma financial information and related explanatory notes.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

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The purpose of pro forma financial information included in a prelisting statement is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 29 February 2016 would have been presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the event of the transaction, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate the effect to those criteria; and
The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information

The procedures selected depend on the practitioner‟s judgment, having regard to the practitioner‟s understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria

PKF (VGA) Member firm of PKF International Ltd IRBA number 195499 Per: Herman Nieuwoudt Director Registered Auditor

89 Michelle Avenue Randhart Alberton”

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ANNEXURE 17

EXTRACT FROM THE PRO-FORMA HISTORICAL FINANCIAL INFORMATION ON GO LIFE SA

This annexure contains a report on the consolidated historical financial information of Go Life SA, which has been prepared on a pro forma basis based on the assumption that Go Life Health Products has had control over Gotha Health Products for the year ended 29 February 2016. The previous auditors of Go Life International, namely BDO & Co and currently Grant Thornton Mauritius, agree with the consolidation and have signed off on results based on the consolidated results.

The information is taken from the audited pro forma consolidated annual financial statements of Go Life SA, which were prepared in the manner required by the Act, where applicable and in accordance with IFRS and were reported on without qualification by PKF for the year ended 29 February 2016. The information presented in this Annexure 19 is the responsibility of the directors of Go Life International.

PKF has been appointed as the Reporting Accountant. The audit report on the company audited historical financial information for Go Life Health Products contained in Annexure 2A to this Prelisting Statement.

The board of directors of Go Life Health Products, comprising of Chief Executive Officer, Gerhard Naudè, Financial Director Eugene Alt and Maria Elizabeth Naudè and the financial manager, Jaap Rabie, historically made all management decisions.

There has been no material change in the nature of the business of the Go Life SA since 29 February 2016 up to the Last Practicable Date.

1. Review of activities

Main business and operations

The group is primarily engaged as a distributor of health products and operates principally in South Africa.

Except for this being the first year of Pro-forma Consolidation and 100% Acquisition of Gotha Health Products (Pty) Ltd, there has been no material changes to the nature of the company‟s business from the prior year.

Statement of financial position

The group‟s cash and cash equivalents amounted to R3.1 million as at 29 February 2016. The loan from group companies amounted to R34 302 258 while trade and other payables approximated RR1.4 million.

Statement of comprehensive income

The group reported turnover of R10.2 million, with a gross profit of R6.4 million. Operating expenses were R7.2 million for the period under review, resulting in a net loss before tax of R623k for the year ended 29 February 2016 and a net loss after tax of R737k.

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Statement of cash flow

The group‟s cash outflows from operating activities were R1.627k for the year to 29 February 2016, and were applied to the purchase of plant and equipment and other financial liabilities. In addition, there was an increase in the group loan for the acquisition of subsidiary during the year.

2. Share capital

There have been no changes to the authorised or issued share capital during the year under review.

Authorised Ordinary shares Issued Ordinary shares	2016 Number of shares 1 000 000 000 2016 2016 R Number of shares 1 800 180 000 000

Refer to note 10 of the consolidated pro forma consolidated financial statements for detail of the movement in authorised and issued share capital.

3. Directorate

The directors in office at the date of this report are as follows:

Directors

E Alt GCJ Naudè ME Naudè

There have been no changes to the Directorate for the year under review.

4. Interests in subsidiaries, associates and joint arrangements

Details of material interests in subsidiary companies, associates and joint arrangements are presented in the consolidated pro forma consolidated financial statements in note 5.

Subsidiaries Total profits after income tax	Company 2016 R 292,114
	292,114

5. Holding company

The group's holding company is Go Life Health Products Limited which holds 100% (2015: -%) of the group's equity. Go Life Health Products Limited is incorporated in South Africa.

6. Ultimate holding company

The group's ultimate holding company is Go Life International Limited which is incorporated in Mauritius

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7. Events after the reporting period

Besides the above matter, the directors are not aware of any material event or circumstances arising since the end of the financial year, not otherwise dealt with in this report or the annual financial statements, which significantly affect the financial position of the company or the results of its operations to the date of this report.

8. Going concern

We draw the attention to the fact that at 29 February 2016, the company has accumulated losses of R 2 065 546 and that the company's total liabilities exceed its assets by R 2 063 746. The group has accumulated losses of R 1 773 425 and that the group's total liabilities exceed its assets by R 1 771 625.

The ability of the company to continue as a going concern is dependent on a number of events, the most significant of which includes the successful due listing of the company, Go Life International Limited, on the Alternative Exchange of the JSE Ltd and that the subordination agreement, will remain in force until such time that the assets of the company, fairly valued, exceed its liabilities.

9. Secretary

The company secretary is Mr JJ Rabie.

Postal address Business address P O Box 775 George 6530 45 Johan Heunis Crescent George 6530

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Statement of Financial Position as at 29 February 2016

Statement of Financial Position as at 29 February 2016
Figures in Rand Note(s)	Group Company 2016 2016 R R
Assets Non-Current Assets Property, plant and equipment 3 Goodwill 4 Investments in subsidiaries 5 Current Assets Inventories 7 Current tax receivable Trade and other receivables 8 Cash and cash equivalents 9 Total Assets Equity and Liabilities Equity Share capital 10 Accumulated loss Liabilities Non-Current Liabilities Loans from group companies 6 Current Liabilities Current tax payable Trade and other payables 11 Total Liabilities Total Equity and Liabilities	102 015 - 28 895 759 - - 31 103 280
	28 997 774 31 103 280
	708 064 - 110 400 - 1 058 367 - 3 109 582 2 569
	4 986 413 2 569
	33 984 187 31 105 849
	1 800 1 800 (1 773 425) (2 065 546)
	(1 771 625) (2 063 746)
	34 302 258 31 807 814
	44 082 44 082 1 409 472 1 317 699
	1 453 554 1 361 781
	35 755 812 33 169 595
	33 984 187 31 105 849
Statement of Profit and Loss and Other Comprehensive Income for the year ended 29 February 2016
Note(s)	Group Company 2016 2016
Revenue 12 Cost of sales 13 Gross profit Operating expenses Operating loss 14 Investment revenue 15 Finance costs 16 Loss before taxation Taxation 17 Loss for the year Other comprehensive income Total comprehensive loss for the period	10 209 903 48 419 (3 732 756) (28 878)
	6 477 147 19 541 (7 212 266) (1 048 714)
	(735 119) (1 029 173) 111 718 7 (44) -
	(632 445) (1 029 166) (133 600) -
	(737 045) (1 029 166) - -
	(737 045) (1 029 166)

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Statement of Changes in Equity for the year ended 29 February 2016	Statement of Changes in Equity for the year ended 29 February 2016	Statement of Changes in Equity for the year ended 29 February 2016
Figures in Rand	Share Capital R	Accumulated Loss R Total Equity R
Group Balance at 01 March 2015 Loss for the year Other comprehensive income Total comprehensive Loss for the year Balance at 01 March 2015 Notes(s) Company Balance at 01 March 2015 Loss for the year Other comprehensive income Total comprehensive Loss for the year Balance at 01 March 2015	1 800	(1 036 380) (1 034 580)
	- -	(737 045) (737 045) - -
	-	(737 045) (737 045)
	1 800	(1 773 425) (1 771 625)
	10 1 800	(1 036 380) (1 034 580)
	- - -	(1 029 166) (1 029 166) - -
	1 800	(1 029 166) (1 029 166)
	1 800	(2 065 546) (2 063 746)
Notes Statement of Cash Flows	10
Figures in Rand	Note(s)	Group Company 2016 2016
Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash used in operations Interest income Finance costs Tax (paid) received Net cash from operating activities Cash flows from investing activities Purchase of property, plant and equipment Loan from group - Acquisition of subsidiary Advances from group companies Purchase of subsidiary Net cash from investing activities Cash from financing activities Repayment of other financial liabilities Advance of shareholders loan Repayment of shareholders loan Net cash from financing activities Total cash movement for the year Cash at the beginning of the year Total cash at end of the year	19 20 3 21 9	8 792 043 48 419 (10 306 769) 240 107
		(1 514 726)_ 288 526 111 718 7 (44) - (224 000) 44 082
		(1 627 052) 332 615
		(186 336) - 4 664 042 - 30 773 234 - (31 103 280)
		4 477 706 (330 046)
		(327 500) - 724 457 - (156 903) -
		258 054 -
		3 108 708 2 569 874 -
		3 109 582 2 569

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1. Presentation of Pro Forma Consolidated Financial Statements

The pro forma consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act 71 of 2008. The pro forma consolidated financial statements have been prepared on the historical cost basis, except for the measurement of certain financial instruments at fair value, and incorporate the principal accounting policies set out below. They are presented in South African Rands.

These accounting policies are consistent with the previous period.

1.1 Consolidation

Basis of consolidation

The consolidated pro forma consolidated financial statements incorporate the pro forma consolidated financial statements of the group and all investees which are controlled by the group.

The group has control of an investee when it has power over the investee; it is exposed to or has rights to variable returns from involvement with the investee; and it has the ability to use its power over the investee to affect the amount of the investor's returns.

The results of subsidiaries are included in the consolidated pro forma consolidated financial statements from the effective date of acquisition to the effective date of disposal.

Adjustments are made when necessary to the pro forma consolidated financial statements of subsidiaries to bring their accounting policies in line with those of the group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the group's interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest.

Transactions which result in changes in ownership levels, where the group has control of the subsidiary both before and after the transaction are regarded as equity transaction and are recognised directly in the statement of changes in equity.

The difference between the fair value of consideration paid or received and the movement in noncontrolling interest for such transactions is recognised in equity attributable to the owners of the parent.

Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest.

Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree.

Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed.

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Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases the goodwill is translated to the functional currency of the group at the end of each reporting period with the adjustment recognised in equity through to other comprehensive income.

Business combinations

The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are included in equity.

The acquiree's identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business combinations are recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held- for -sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations, which are recognised at fair value less costs to sell.

On acquisition, the group assesses the classification of the acquiree's assets and liabilities and reclassifies them where the classification is inappropriate for group purposes. This excludes lease agreements and insurance contracts, whose classification remains as per their inception date.

Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed.

Goodwill

Goodwill arising in a business combination is recognised as an asset at the date that control is acquired. Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree.

Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed.

1.2 Significant judgements and sources of estimation uncertainty

In preparing the pro forma consolidated financial statements, management is required to make estimates and assumptions that affect the amounts represented in the pro forma consolidated financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the pro forma consolidated financial statements. Significant judgements include:

Trade receivables and Loans and receivables

The group assesses its trade receivables and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset.

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The impairment for trade receivables and loans and receivables is calculated based on objective evidence such as past experience of collecting payments, an increase in the number of delayed payments past the average collection period, 90 days as well as observable changes in national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio.

Impairment testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets.

The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including production estimates, supply demand, together with economic factors such as exchange rates, inflation and interest.

Residual Value and Useful life of Property Plant and equipment

Taxation

Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

158

1.3 Property, plant and equipment

The cost of an item of property, plant and equipment is recognised as an asset when:

it is probable that future economic benefits associated with the item will flow to the company; and
the cost of the item can be measured reliably.

Property, plant and equipment is initially measured at cost.

The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located is also included in the cost of property, plant and equipment, where the entity is obligated to incur such expenditure, and where the obligation arises as a result of acquiring the asset or using it for purposes other than the production of inventories.

Major spare parts and stand by equipment which are expected to be used for more than one period are included in property, plant and equipment. In addition, spare parts and stand by equipment which can only be used in connection with an item of property, plant and equipment are accounted for as property, plant and equipment.

Major inspection costs which are a condition of continuing use of an item of property, plant and equipment and which meet the recognition criteria above are included as a replacement in the cost of the item of property, plant and equipment. Any remaining inspection costs from the previous inspection are derecognised.

Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value.

Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses.

The useful lives of items of property, plant and equipment have been assessed as follows:

Item	Average useful life
Furniture and fixtures	6years
Motor vehicles	5years
Office equipment	4years
IT equipment	3years

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.

The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset.

159

1.4 Financial instruments

Classification

The company classifies financial assets and financial liabilities into the following categories:

1. Loans and receivables

2. Financial liabilities measured at amortised cost

Initial recognition and measurement

Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments.

For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument.

Subsequent measurement

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Derecognition

160

Fair value determination

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the company establishes fair value by using valuation techniques. These include the use of recent arm‟s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs.

Impairment of financial assets

Impairment losses are recognised in profit or loss.

Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.

Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost because fair value was not determinable.

Loans to (from) group companies

These include loans to and from holding companies, fellow subsidiaries, subsidiaries, joint ventures and associates and are recognised initially at fair value plus direct transaction costs.

Loans to group companies are classified as loans and receivables.

Loans from group companies are classified as financial liabilities measured at amortised cost.

Loans to shareholders, directors, managers and employees

These financial assets are classified as loans and receivables.

161

Trade and other receivables

Trade and other receivables are classified as loans and receivables.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents

1.5 Tax

Current tax assets and liabilities

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or
a business combination.

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.

162

1.6 Leases

Operating leases – lessee

Any contingent rents are expensed in the period they are incurred.

1.7 Inventories

Inventories are measured at the lower of cost and net realisable value on the first-in-first-out basis.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

1.8 Impairment of assets

The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset.

Irrespective of whether there is any indication of impairment, the group also:

tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period.
tests goodwill acquired in a business combination for impairment annually.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.

If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss.

163

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss.

Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units, or groups of cash- generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units.

An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order:

first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and
then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit.

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss.

1.9 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

1.10 Employee benefits

Short-term employee benefits

1.11 Revenue

Revenue from the sale of goods is recognised when all the following conditions have been satisfied:

the group has transferred to the buyer the significant risks and rewards of ownership of the goods;
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

164

Interest is recognised, in profit or loss, using the effective interest rate method.

1.12 Turnover

Turnover comprises of sales to customers. Turnover is stated at the invoice amount and is exclusive of value added taxation.

1.13 Cost of sales

The related cost of providing services recognised as revenue in the current period is included in cost of sales.

New Standards and Interpretations

2.1 Standards and interpretations not yet effective

Standards issued and effective on or after 1 January 2017:

IAS 12 Income Taxes

IAS 7 Statement of Cash flows

Standards issued and effective on or after 1 January 2018:

IFRS 9 Financial Instruments

IFRS 15 Revenue from contracts from customers.

Standards issued and effective on or after 1 January 2019:

IFRS 16 Leases.

165

3. Property, plant and equipment

Group Furniture and fixtures Motor vehicles Office equipment IT equipment Total	2016
	Cost / Valuation Accumulated depreciation Carrying value
	30 020 (18 299) 11721 142 877 (115 788) 27 089 108 440 (74 394) 34 046 124698 (95 539) 29159
	406 035 (304 020) 102 015

Reconciliation of property, plant and equipment - Group 2016

Furniture and fixtures Motor vehicles Office equipment IT equipment	Opening balance Additions through business combinations Depreciation Total
	- 16 543 (4 822) 11 721 - 55 664 (28 575) 27 089 - 52 359 (18 313) 34 046 - 61 770 (32 611) 29 159
	186 336 (84 321) 102 015

A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for inspection at the registered office of the company.

2. Goodwill

Group		2016
			Accumulate
			d Carrying
	Cost	impairment	value
Goodwill	28 895 759	--	28 895 759
Reconciliation of goodwill - Group –	2016
		Additions through
		business
	Opening balance	combinations	Total
Goodwill	-	28 895 759	28 895 759

Goodwill is attributable to the acquisition of Go Life Health Products (Pty) Ltd. Goodwill is tested annually for impairment. The Valuation was based on the income approach in the form of discounted cash flow. The discounted cash flow projection covers a period of 3 years and are based on most recent budgets and forecasts approved by management, which incorporate growth rates consistent with the average long term growth trends of the market. The fair value is the price at which the buyer could reasonably accept to pay and the seller would reasonably accept. As at 29 February 2016 the carrying value of Goodwill was considered not to require impairment.

166

3. Interests in subsidiaries including consolidated structured entities

The following table lists the entities which will be controlled by the group, either directly or indirectly through subsidiaries.

Company

Company
Name of company Gotha Health Products (Pty) Ltd	Held by % voting power 2016 % holding 2016 Carrying amount 2016
	Go Life Health Products Limited 100.00% 100.00% 31 103 280

4. Loans to (from) group companies Holding company

Go Life International Limited - The loan is unsecured, interest free and is not repayable within the next 12 months 5. Inventories Merchandise Inventories (write-downs) 6. Trade and other receivables Trade receivables Prepayments Deposits Staff loans Herbal Green Health Products (Pty) Ltd	Group Company
	2016 2016 R R (34 302 258) (31 807 814) Group 2016 R Company 2016 R
	708 064 - - -
	708 064 -
	895 662 - 148 830 - 5 153 - 1 900 - 6 822 -
	1 058 367 -

Trade and other receivables past due but not impaired

Trade and other receivables which are less than 3 months past due are not considered to be impaired. At 29 February 2016 Group R 373 662 Company Nil were past due but not impaired .

The ageing of amounts past due but not impaired is as follows:
1 month past due	1 146
3 months past due	372 516

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7. Cash and cash equivalents
Cash and cash equivalents consist of:
Cash on hand	699 162			-
Bank balances	2 410 420		2	569
	3 109 582	2		569
8. Share capital
Authorised
	1 000 000	1 000		000
Ordinary shares of no par value	000			000
Issued
180 000 000 Ordinary shares of no par value	1 800		1	800
9. Trade and other payables
Trade payables	1 253 160	1 277		411
VAT	95 207	40		288
Accrued SARS payable	42 201			-
Accrued accounting fees	13 900			-
Medical aid contributions	5 004			-
	1 409 472	1 317		699
10. Revenue
Sale of goods	10 209 903	48		419
11. Cost of sales
Sales of goods
Cost of goods sold	3 732 756	28 878
12. Operating loss
Operating loss for the year is stated after accounting for the following:
	Group	Company
	2016	2016
	R			R
Operating lease charges
1. Premises	137 811	23 112
2. Equipment	820			-
	138 631	23	112
Depreciation on property, plant and equipment	84 321			-
Employee costs	1 522 691			-
13. Investment revenue
Interest revenue
Bank	111 718			7

168

14. Finance Costs

Bank 15. Taxation Major components of the tax expenses Current Local income tax – current period 16. Auditor‟s remuneration Fees 17. Cash (used in) generated from operations Loss before taxation Adjustments for: Depreciation and amortisation Interest received -- investment Finance costs Changes in working capital: Inventories Trade and other receivables Prepayments Trade and other payables 18. Tax payable Balance at beginning of the year Current tax for the year recognised in profit or loss Balance at end of the year	44 -
	113 600 -
	160 872 160 872
	Group Company 2016 R 2016 R (623 445) (1 029 166) 84 321 - (111 718) (7) 44 - (708 065) - (1058 368) - 1 000 000- - (97 497) 1 317 696
	(1 514 726) 288 526
	(44 082) - (113 600) - (66 318) 44 082
	(224 000) 44 082

19. Business combinations Gotha Health Products (Pty) Ltd

The pro forma Consolidation is based on information that on 01 March 2015 the group acquired 100% of the voting equity interest of Gotha Health Products (Pty) Ltd which resulted in the group obtaining control over Gotha Health Products (Pty) Ltd. Gotha Health Products (Pty) Ltd is principally involved in the wholesale and retail of health products industry.

Goodwill of R 28,895,759 arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the entities, as well as from intangible assets which did not qualify for separate recognition. Goodwill is not deductible for income tax purposes.

169

Fair Value of assets acquired and Liabilities assumed Inventories Property Plant and equipment Tax receivable Trade and other receivables Cash and Cash equivalents Loans from Shareholders Trade and other Payables Acquisition date fair value of consideration paid Cash consideration -purchase price Loan from group for purchase price Cash acquired	(31 103 280) 32 737 037 3 030 285	Amount 1 064 134 170,381 40,115 1 288 548 3 030 285 (2 832 620) (553 322)
		2 207 521
		- - -
	4 664 042	-

Revenue and profit or loss of Gotha Health Products (Pty) Ltd

Revenue of R10,161,484 and profit of R 292,114 of Gotha Health Products (Pty) Ltd have been included in the group's results for the year ended 29 February 2016.

20. Related parties

Relationships
Ultimate Holding company	Go Life International limited
Holding company	Go Life Health Products (Pty) Ltd
Related party balances
Loan accounts - Owing (to) by related
parties
Go Life International limited	(34 302 260)	(31 807 817)

21. Comparative figures

No comparative figures have been presented as these are the first pro forma consolidated financial statements of the group.

170

22. Categories of financial instruments Categories of financial instruments - Group - 2016

					Equity and
		Debt	Financial	non-financial
		instruments at	liabilities at		assets and
	Note(s)	amortised cost	amortised cost	Leases	liabilities	Total
Assets
Non-Current Assets
Property, plant and
equipment	3	-	-	-	102,015	102,015
Goodwill	4				28 895 759	28 895 759
		-	-	-	28 997 774	28 997 774
Current Assets
Inventories	7	-	-	-	708,064	708,064
Current tax receivable	11	-	-	-	110 400	110 400
Trade and other
receivables	8	909 538	-	-	148 830	1 058 368
Cash and cash
equivalents	9	3 109 582	-	-	-	3 109 582
		4 019 119	-	-	967,294	4,986 413
Total Assets		4 019 119	-	-	29 965 068	33 984 187
Equity and Liabilities		4 019 120	-	-	2 069 310	6 088 430
Equity and Liabilities
Equity Attributable to
Equity
Holders of Parent:
Share capital	10	-	-	-	1 800	1 800
Holders of Parent:
Retained income	10	-	-	-	(1 773 425)	(1 773 425)
	10	-	-	-	1,800	1800
	10	-	-	-	(1 771 625)	(1 771 625)
Total Equity		-	-	-	435 896	435 896
Liabilities
Non-Current Liabilities		-	-	-	435 896	435 896
Loans from group
companies	6	-	34 302 258	-	-	34 302 258
Non-Current Liabilities	5	-	4 198 980	-	-	4 198 980
Current Liabilities					44 082
Current tax payable	11	-	-	-	44 082	44 082
Trade and other
payables	11	-	1 253 157	-	156 313	1 409 470
		-	1 253 157	-	200 395	1 453 552
Total Liabilities		-	35 555 415	-	200 395	35 755 810
Total Equity and		-	35 555 415	-	(1 571 230)	33 984 185
Liabilities

171

Categories of financial instruments - Company - 2016 Assets Non-Current Assets Investments in subsidiaries 5 - - - Current Assets Cash and cash equivalents 9 2,569 - - Total Assets 2 569 - - Equity and Liabilities Equity Equity Attributable to Equity Holders of Parent: Share capital 10 - - - Retained income 10 - - - Total Equity - - - Liabilities Non-Current Liabilities Loans from group companies 6 - 31 807 814 - Current Liabilities Current tax payable - - - Trade and other payables 11 - 1 277 411 - - 1 277 411 - Total Liabilities - 33 085 225 - Total Equity and Liabilities - 33 085 225 -	Categories of financial instruments - Company - 2016 Assets Non-Current Assets Investments in subsidiaries 5 - - - Current Assets Cash and cash equivalents 9 2,569 - - Total Assets 2 569 - - Equity and Liabilities Equity Equity Attributable to Equity Holders of Parent: Share capital 10 - - - Retained income 10 - - - Total Equity - - - Liabilities Non-Current Liabilities Loans from group companies 6 - 31 807 814 - Current Liabilities Current tax payable - - - Trade and other payables 11 - 1 277 411 - - 1 277 411 - Total Liabilities - 33 085 225 - Total Equity and Liabilities - 33 085 225 -	31 103 280 31 103 280
	2,569 - -	- 2,569
	2 569 - -	31 103 280 31 105 849
	- - - - - - - - -	1,800 1,800 1 703 662 1 703 662 1 705 462 1 705 462

	- 31 807 814 -	- 31 807 814
	- - - - 1 277 411 -	44,082 44,082 40 288 1 317 699
	- 1 277 411 -	84 370 1 361 781
	- 33 085 225 -	84 370 33 169 595
	- 33 085 225 -	1 789 832 34 875 057

23. Risk management Capital risk management

The group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the group consists of debt, which includes the borrowings (excluding derivative financial liabilities) disclosed in notes 6 cash and cash equivalents disclosed in note 9, and equity as disclosed in the statement of financial position.

172

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholder, return capital to shareholder, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the group monitors capital on the basis of the debt: equity ratio.

Total borrowings Loans to (from) shareholders 6 Less: Cash and cash equivalents 9 Net debt Total equity Total capital Debt equity ratio	34 302 258 31 807 814 3 109 582 2 569
	31 192 676 31 805 245 (1 771 625) (2 063 746)
	29 421 051 29 741 499
	1.49

Financial risk management

The group‟s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

The group‟s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group‟s financial performance. The board of directors provides written principles for overall risk management, as well as written policies covering specific areas, such as interest rate risk, credit and investment of excess liquidity.

Liquidity risk

The group‟s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an on-going review of future commitments and credit facilities.

Group

Group
At 29 February 2016	Less than 1 year	Over 5 years
Borrowings	-	34 302 260
Trade and other payables	1 409 472	-
Company
At 29 February 2016	Less than 1year	Over 5 years
Borrowings	-	31 807 817
Trade and other payables	1 317 696	-

Interest rate risk

As the group has no significant interest-bearing assets, the group‟s income and operating cash flows are substantially independent of changes in market interest rates.

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Credit risk

24. Going concern

The pro forma consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

25. Events after the reporting period

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ANNEXURE 18

ANALYSIS OF RISKS FACING SHAREHOLDERS

An analysis of identified risks facing shareholders, together with mitigating factors, is set out below:

*Risk identified*	Mitigation of risk
Possibility of no dividends for the first few years of growth	The Company will be reinvesting profits into growth of its operations by way of acquisition, which investments are expected to increase the future prospects of the Group in the medium to long term. However, shareholders will be able to dispose of their shares in the open market and need not rely on dividend income. Nevertheless, investors have been clearly informed on the intentions surrounding the dividend policy.
Availability of documents available for inspection	Whilst these documents will be available for inspection for the period detailed in this Prelisting Statement, some of the documents will remain available in the public domain on the Company‟s website, such as the Prelisting Statement, which contains extracts of all relevant information for investors to review. Going forward, the Company will comply with the various disclosure requirements of the JSE and SEM.
Management will not run the business properly	The management team are highly experienced in their fields and/or qualified and have strong depth and succession options. The management team have worked together for a number of years, have a very sound knowledge of the business. The key directors are major shareholders as disclosed in the Prelisting Statement and have a vested interest in managing the business effectively.
Financial information may be inaccurate	The financial information and interim financial information has been audited by a JSE accredited auditor and IFRS experts were consulted.
Regulatory framework	Go Life International supports applicable country specific regulatory frameworks, such as in South Africa the SADC Health Policy Framework, SADC Protocol on Health, the SADC Trade Protocol, Pharmaceutical Program and the RISDP. Where medicinal claims are made, products must meet strict safety and efficacy criteria defined for allopathic (Western) medicine and may no longer be sold unless registered with the Medicines Control Council. Go Life International's products are already registered with the council, giving it a measurable advantage over competitors in the South African and other markets. Go Life International's established network in the scientific community combined with its efficient business and financial expertise enables it to effectively address and solve any challenges and risks that may be presented.

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ANNEXURE 19

SUMMARY OF INDEPENDENT VALUER‟S REPORT

26 October 2016

The Directors Go Life Health Products Ltd Reg: 2007/007603/07

Dear Sir/Madam

SUMMARY VALUATION REPORT ON THE OPEN MARKET VALUATION OF THE 5 PROPERTIES LISTED BELOW FOR GO HEALTH PRODUCTS LTD

Sections 4, 5, 6 & 9, together with an undivided share in the common property of SS Skyscape Terraces (242/2013), situated on Erf 35720, Bellville
Sections 426 & 501, together with an undivided share in the common property of the sectional title scheme known as SS La Vie Est Belle Apartments No. 650/2006 situated on Erf 15286, Durbanville
Sections 301, 304, 305 & 306, together with an undivided share in the common property of the sectional title scheme known as SS Fontaine Bleau No. 67/2008, situated on Erf 24064, Parow
Section 105, together with an undivided share in the common property of the sectional title scheme known as SS House Verdi No. 615/2004 situated on Erf 14456, Durbanville
Sections 703, 705, 1102, 1103 & 1104, together with an undivided share in the common property of the sectional title scheme known as SS Villa Cortona Retirement Village No. 190/2009, situated on Erf 16391, Durbanville

In accordance with your instructions, I have inspected the properties described above, more fully detailed in the valuation reports, and declare that as at 1 October 2016 in my considered opinion: I, Richardt Thom Snyman, registered as a Professional Valuer under Subsection (2) (a) of Section 20 of Act 47 of 2000 of the Property Valuers Profession Act, certify to the best of my knowledge and skill, the open market values of the properties under consideration are fairly assessed at: R88 700 000 (EIGHTY EIGHT MILLION SEVEN HUNDRED THOUSAND RAND)

BREAK-UP OF VALUE AS FOLLOWS:

Sections 4, 5, 6 & 9, together with an undivided share in the common property of SS Skyscape Terraces (242/2013), situated on Erf 35720, Bellville

R30 000 000 (Thirty Million Rand)

Sections 426 & 501, together with an undivided share in the common property of the sectional title scheme known as SS La Vie Est Belle Apartments No. 650/2006 situated on Erf 15286, Durbanville

R9 000 000 (Nine Million Rand)

Sections 301, 304, 305 & 306, together with an undivided share in the common property of the sectional title scheme known as SS Fontaine Bleau No. 67/2008, situated on Erf 24064, Parow

R19 500 000 (Nineteen Million Five Hundred Thousand Rand)

176

Section 105, together with an undivided share in the common property of the sectional title scheme known as SS House Verdi No. 615/2004 situated on Erf 14456, Durbanville

R10 800 000 (Ten Million Eight Hundred Thousand Rand)

Sections 703, 705, 1102, 1103 & 1104, together with an undivided share in the common property of the sectional title scheme known as SS Villa Cortona Retirement Village No. 190/2009, situated on Erf 16391, Durbanville

R19 400 000 (Nineteen Million Four Hundred Thousand Rand)

1. Valuation Instruction

Requestor: Mr Charles Calitz / Mr Gerhard Naudé Request date: 24 October 2016 Inspection date: 24 & 25 October 2016 Effective Valuation date: 1 October 2016 Valuation instruction: To undertake a new inspection and compile a report in order to determine a fair and reasonable open market value as at 1 October 2016 for company purposes. Type of property: Specialised / Commercial Current use of property: Frail care facilities x 4; Offices x 1 Alternative use of property: There is no alternate use for the property and it has been valued based on its current use. Specific instruction: Determine market value as at 1 October 2016.

2. Client Information

Client name: Go Life Health Products Ltd Contact person: Mr Charles Calitz / Mr Gerhard Naudé Contact details: (021) 948 9510 Email address: [email protected] Property street address: Various (3 x Durbanville, 1 x Bellville, 1 x Parow)

3. Property Details / Title Deed Information

3.1 Sections 4, 5, 6 & 9, together with an undivided share in the common property of SS Skyscape Terraces (242/2013), situated on Erf 35720, Bellville

Title Deed Numbers:
Section 4:	ST11138/2013
Section 5:	ST11139/2013
Section 6:	ST11140/2013
Section 9:	ST11143/2013
Exclusive Use Areas:	47 Basement	parking bays,	1	Balcony and 2 Stores
	allocated to the subject sections in terms of the Body
	Corporate Scheme (all registered in the Deeds
	Office).The EUA areas are		however excluded from
	this valuation.
Registered Owner:	Morning Tide Inv 353 Pty Ltd *
Date of purchase by present	21/08/2013

177

Owner:
Previous purchase price:		Not recorded in the Deeds Registry
Registered size - Section 4		492	m²
Registered size - Section 5		578	m²
Registered size - Section 6		453	m²
Registered size - Section 9		259	m²
Total registered office size		1,782	m²
Site Area (Erf	35720, Bellville)	1,978	m²
Mortgage bonds registered:		B2750/2008: ABSA - R 159 000
		B29245/2010: ABSA - R 1 500 000
		B27501/2008: ABSA - R 25 200		000
Ownership:		Sectional Title (owned)

3.2 Sections 426 & 501, together with an undivided share in the common property of the sectional title scheme known as SS La Vie Est Belle Apartments No. 650/2006 situated on Erf 15286, Durbanville

Durbanville
Province:	Western Cape
Registration Division:	Cape Town
Registered Owner:	Calitz Familietrust
Title Deed Number:	ST481/2012
Transfer Date:	16-Jan-12
Extent of Section 426:	327m²
Extent of Section 501:	98m²
Purchase Price:	R1,211,906
Purchase Date:	4-Nov-11
Endorsement / Bond:	SB135/2012:		Greenlands Inv Trust - R5 000 000
Ownership:	Sectional Title (owned)
Restrictive Condition/Servitude:	Normal Rights in favour of Statutory Bodies. The Title
	Deeds have		not been inspected, but the SG diagram
	does not indicate any servitudes which could have a
	negative effect on the value			of the property.
Comments:	The property forms part of			a portfolio of properties
	which is in	the process of being transferred to Go Life
	International Ltd (the client).			The 'consideration value'
	apportioned		to the subject property equates to R9 200
	000, as was advised by the client.
Total unit extent:	425m²

178

3.3 Sections 301, 304, 305 & 306, together with an undivided share in the common property of the sectional title scheme known as SS Fontaine Bleau No. 67/2008, situated on Erf 24064, Parow

Province:	Western Cape
Registration Division:	Cape Town
Registered Owner:	Calitz Familietrust
Title Deed Number:	ST13491/2009
Transfer Date:	14-Sep-09
Extent of Section 301:	113m²
Extent of Section 304:	16m²
Extent of Section 305:	333m²
Extent of Section 306:	477m²
Purchase Price:	R 450,000
Purchase Date:	26-Feb-09
Extent of Erf 24064:	6,090m²
Endorsement / Bond:	None
Ownership:	Sectional Title (owned)
Restrictive	Normal Rights in favour of Statutory Bodies.		The Title Deeds have not
Condition/Servitude:	been inspected, but the SG diagram does	not indicate any servitudes
	which could have a negative effect on the value of the property.
Comments:	The property forms part of a portfolio of	properties which is in the
	process of being transferred to Go Life International Ltd (the client).
	The 'consideration value' apportioned to the subject property equates
	to R21 000 000, as was advised by the client.
Total unit extent:	939m²

3.4 Section 105, together with an undivided share in the common property of the sectional title scheme known as SS House Verdi No. 615/2004 situated on Erf 14456, Durbanville

Province:	Western Cape
Registration Division:	Cape Town
Registered Owner:	Point Pelee Inv CC
Title Deed Number:	ST30342/2004
Transfer Date:	30-Dec-04
Extent of Section:	512m²
Purchase Price:	Not Available
Purchase Date:	Not Available
Endorsement / Bond:	SB2260/2008: ABSA Bank		Ltd - R3 350 000
Ownership:	Sectional Title (owned)
Restrictive	Normal Rights in favour of Statutory Bodies.				The Title Deeds have not
Condition/Servitude:	been inspected, but	the SG diagram			does not indicate any
	servitudes which could	have a negative		effect on the value of the
	property.
Comments:	The property forms part		of a portfolio of	properties which is in the
	process of being transferred to Go Life International Ltd (the client).
	The 'consideration value'		apportioned to the subject property equates
	to R11 500 000, as was advised by the client.
Total unit extent:	512m²

179

3.5 Sections 703, 705, 1102, 1103 & 1104, together with an undivided share in the common property of the sectional title scheme known as SS Villa Cortona Retirement Village No. 190/2009, situated on Erf 16391, Durbanville

Province: Registration Division: Extent of Erf 16391: Ownership:

Western Cape Cape Town 8,660m² Sectional Title (owned)

- Section 703 Registered Owner: Title Deed Number: Transfer Date:

Universe Int Plan CC ST3876/2012 13-Apr-12

Extent of Section: Purchase Price: Purchase Date: Endorsement / Bond:

113m² R 1,000,000 10-Feb-12 None

- Section 705 Registered Owner: Title Deed Number: Transfer Date: Extent of Section: Purchase Price: Purchase Date: Endorsement / Bond:

Calitz Familietrust ST4500/2010 30-Mar-10 688m² R 1,064,500 14-Dec-09 SB1745/2010 for R5 000 000 in favour of Business Partners Ltd

- Section 1102 Registered Owner: Calitz Familietrust Title Deed Number: ST15954/2009 Transfer Date: 6-Nov-09 Extent of Section: 36m² Purchase Price: R 449,500 Purchase Date: 1-Oct-07 Endorsement / Bond: SB6578/2009 for R1 780 650 in favour of Standard Bank of South Africa Ltd

- Section 1103 Registered Owner: Calitz Familietrust Title Deed Number: ST15955/2009 Transfer Date: 6-Nov-09 Extent of Section: 36m² Purchase Price: R 449,500 Purchase Date: 1-Oct-07 Endorsement / Bond: SB6578/2009 for R1 780 650 in favour of Standard Bank of South Africa Ltd

180

- Section 1104
Registered Owner:	Calitz Familietrust
Title Deed Number:	ST15956/2009
Transfer Date:	6-Nov-09
Extent of Section:	36m²
Purchase Price:	R 449,500
Purchase Date:	1-Oct-07
Endorsement / Bond:	SB6578/2009 for R1 780 650 in favour of Standard Banks of
	South Africa Ltd
Restrictive	Normal Rights in	favour of Statutory		Bodies. The Title Deeds
Condition/Servitude:	have not been	inspected, but the SG diagram does not
	indicate any servitudes which could			have a negative effect
	on the value of the property.
Comments:	The property forms part of a portfolio of properties which is in
	the process of being transferred to			Go Life International Ltd
	(the client). The		'consideration value' apportioned to the
	subject property	equates to R19 800		000, as was advised by
	the client.
Total unit extent:	909m²

4. Local Authority Information

LOCAL City of Cape Town AUTHORITY:

	PERMITTED ACTUAL
ZONING:	General Residential 2 Retirement Village / Frailcare
FLOOR FACTOR	1 8,660m² 0.91 7,859m²
COVERAGE:	60% 44% 3,800m²
HEIGHT:	15m to roof Double and triple storey
BUILDING LINES:	Street: 4.5m Common: 4.5m Complies
PARKING	As per approved site Sufficient parking available
REQUIREMENTS:	development plan.
CONDITIONS /	The zoning of GR2 is relevant to three of the five properties. The other
COMMENTS:	two properties are zoned General Business 1 (SS Skyscape Terraces)
	and General Residential 1 (SS Villa Cortona Retirement Village). All
	regulations and restrictions have been fully complied with as set out by
	the Local Authority and Home Owners Association.

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5. Building And Improvements

Skyscape Terraces comprises an A-grade office complex with two levels parking (basement & ground floor) and three levels offices (1st, 2nd & 3rd floors). The complex is situated just off Mike Pienaar Boulevard in Bellville in an office-, medical- and college node. The complex offers a total Net Lettable Floor Area of 3 036m² as well as spacious common areas (atrium, landings / walkways with ablution facilities & security desk), resulting in a higher gross lettable area applied in the sub-leases. The subject sections has a registered size of 1 782m² and a lettable floor area (including pro-rata share of common areas) of ±2 139m².
The La Vie Est Belle Apartments property comprises 2 sectional title units forming part of the La Vie Est Belle Retirement Village in Sonstraal Heights. The units form a critical part of the complex, providing the only Frailcare and Kitchen facilities on the premise. These units form part of Buildings 4 and 5 of the complex, with the units being used for assisted care and kitchen purposes since inception ±10 years ago. Both sections are in a wellmaintained condition. The units have a registered size of 425m², which also represents the lettable floor area.
The Fontaine Bleau property comprises 4 sectional title units forming part of the Fontaine Bleau Retirement Village in Welgelegen, Parow. The units form a critical part of the complex, providing the only Frail Care and Kitchen facilities on the premise. These units form part of Buildings 2 of the complex, with the units being used for assisted care and kitchen purposes since inception ±8 years ago. All four sections are in a well-maintained condition. The units have a registered size of 939m², which also represents the lettable floor area.
The Huis Verdi property comprises a large sectional title unit located on the first floor of the Huis Verdi building in Le Gato Retirement Village. The accommodation provided is typically suited for its purpose as a Frailcare facility and is generally in a well-maintained and well-managed condition. Le Gato Retirement Village also offers retirement houses, apartments and assisted living units. The unit has a registered size of 512m², which also represents the lettable floor area.
The Villa Cortona property comprises 5 sectional title units forming part of the Villa Cortona Retirement Village in Graanendal Estate, Durbanville. The units form a critical part of the complex, providing the only Frail Care and Kitchen facilities on the premise. These units form part of Building 1 of the complex, with the units being used for assisted care and kitchen purposes since inception ±8 years ago. All four sections are in a wellmaintained condition. The units have a registered size of 909m², which also represents the lettable floor area.

6. Condition Of Improvements

Upon physical site inspection (24 & 25 October 2016), the improvements appeared structurally sound and in neat functional condition, with only on-going general maintenance required. Due to the age, type and quality of the accommodation, an overall rating of „average to good‟ is applied to all five properties inspected.

182

7. Tenant Quality

The 4 frail care facilities are let to various companies trading as Bon Health Care, a wellestablished frailcare facility with a proven track record. It is understood that the client and tenant have some related shareholders, which is positive from a long term risk perspective.

The Skyscape Terraces units are subject to a head lease with Bon Health Care Operations (Pty) Ltd is in place, while the various units are sub-let to five different tenants.

Tenant quality is rated as „good‟

8. Lease Details

8.1 Skyscape Terraces

Lessor:	Calitz Family Trust
Lessee:	Bon Health Care Operations (Pty) Ltd
Lease Premise:	Sections 4, 5, 6 and 9, together with an undivided share
	in the common property of SS Skyscape Terraces
	(242/2013), situated on Erf 35720, Bellville
Lease area (m²):	1 782m²
Commencement date:	01-Mar-15
Expiry date:	28-Feb-18
Escalation rate:	8%
Current monthly rental:	R214 200.00	(Excluding VAT)
Escalated contractual rental:	R224 189.00	(Excluding VAT)
Rental rate per m²:	R104.84
Additional information:	Triple Nett Lease
Vacancy levels	0%. There is only one tenant.
8.2 La Vie Est Belle Apartments
Lessor:	Calitz Family Trust
Lessee:	Le Gato Versorgingsoord CC trading as Bon Health Care
Lease Premise:	Sections 426 and 501, SS La Vie Est Belle Apartments
Lease area (m²):	425m²
Commencement date:	01-Mar-15
Expiry date:	28-Feb-18
Escalation rate:	8%
Current monthly rental:	R66,922.20	(Excluding VAT)
Escalated contractual rental:	R70,045.24	(Excluding VAT)
Rental rate per m²:	R164.81
Additional information:	Triple Nett Lease*
Vacancy levels	0%. There is only one	tenant.

183

8.3 Fontaine Bleau

Lessor: Calitz Family Trust Lessee: Skyscape Investments 101 CC Lease Premise: Sections 301, 305 & 306, SS Fontaine Bleau (Section 304 is not indicated on the lease but forms part of the property - as per the client) Lease area (m²): 939m² Commencement date: 01-Mar-15 Expiry date: 28-Feb-18 Escalation rate: 8% Current monthly rental: R145,338.84 (Excluding VAT) Escalated contractual rental: R152,121.32 (Excluding VAT) Rental rate per m²: R162.00 Additional information: Triple Nett Lease* Vacancy levels 0%. There is only one tenant .

8.4 House Verdi

Lessor: Point Pelee Investments CC Lessee: Le Gato Versorgingsoord CC trading as Bon Health Care [13.23(a)(ix)] Lease Premise: Section 105, SS House Verdi, Sonstraal Heights Lease area (m²): 512m² Commencement date: 01-Mar-15 Expiry date: 28-Feb-18 Escalation rate: 8% Current monthly rental: R80,306.64 (Excluding VAT) Escalated contractual rental: R84,054.28 (Excluding VAT) Rental rate per m²: R164.17 Additional information: Triple Nett Lease Vacancy levels 0%. There is only one tenant. Villa Cortona Lessor: Calitz Family Trust / Go Life International Ltd (refer to Paragraph 3.1) Lessee: Skyscape Investments 101 CC Lease Premise: Sections 703, 705, 1102, 1103 & 1104, SS Villa Cortona Retirement Village, Durbanville Lease area (m²): 909m² Commencement date: 01-Mar-15 Expiry date: 28-Feb-18 Escalation rate: 8% Current monthly rental: R144,720.00 (Excluding VAT) Escalated contractual rental: R151,473.00 (Excluding VAT) Rental rate per m²: R166.64 Additional information: Triple Nett Lease* Vacancy levels 0%. There is only one tenant .

8.5 Villa Cortona

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Comments:

9. All five leases are triple-nett leases which means that the tenant is responsible for all expenses such as rates & taxes, Body Corporate levies (which includes insurance and external maintenance) etc. The actual rentals are all considered to fall within a reasonable market range, and were applied „as is‟ in the value calculations.

10. Option to Purchase, intra-group leases and material changes

The properties are in the process of being transferred to Go Life International Ltd. The total 'consideration value' apportioned to the properties equates to R92 500 000, as was advised by the client. The exact purchase price was not disclosed to the writer.

The writer was in no way influenced by the „consideration value/s‟. While the tenants and owners have related shareholders (not sure to what extent), the actual leases were confirmed to be market related. Please refer to the valuation reports for additional information. There have been no material changes in circumstances since 1 October 2016 that will affect this valuation.

11. Comments on the Main Valuation Inputs

Income: The actual leases were confirmed to be in line with the market and were applied „as is‟ in the value calculations, based on the Income Capitalisation Method of Valuation. Expenditures: All leases are triple-net leases where the tenant is responsible for all expenses such as rates & taxes, Body Corporate levies (which include insurance and external maintenance) etc. Only a minimal provision for management- and audit fees were included in the value calculations

Vacancy rates: A vacancy rate of 2.5% was applied to the office building, while a minimal vacancy rate of 1% was applied to the frailcare facilities given that it is highly unlikely that these units will ever be vacated.

Capitalisation Rates: Cap rates of 8.5% (for the office building) and 9% (for the more specialised frail care facilities) were applied, as fully motivated in the valuation reports.

12. Valuation Methodology

The properties are all income generating assets and were valued on the Capitalised Income Method. The Capitalised Income Method is calculated by capitalising the net operating income into perpetuity at a market related yield. However, the properties also comprise sectional title units which are often purchased by prospective owner occupiers on a rate per m² basis. The Comparable Sales Method, also known as the Direct Comparable Method of Valuation, was therefore applied as a Cross-check.

13. Location

The frail care facilities are located within established retirement villages. The developments generally comprise a mixture of freehold residential properties surrounding a sectional title complex in the centre offering apartments, common areas and the subject sections. The estates are all well-secured with boundary walling, electric fencing and 24-hour guarded security entrance gates. Furthermore, the complexes are located within a practical distance from most necessary amenities such as shopping centres and medical clinics.

Skyscape Terraces (office building) is located in a small business node positioned just off Mike Pienaar Boulevard (M16), accessible via Oosterzee Street in Bellville. The node includes a handful of commercial erven zoned for General Business purposes, with most of the buildings offering A- and B grade office accommodation.

185

14. Conclusion of Value

After analysing confirmed property sale- and rental information and after undertaking extensive research in order to make an informed decision, it is the property valuer's opinion that the current open-market values of the subject as stated in this report fall within reasonable market norms. The values are also justified based on the Comparable Sales method of Valuation.

Method of Valuation: Total market value: Effective Valuation Date:

Income Capitalisation Method R88 700 000 1 October 2016

15. Special Conditions of Valuation

None.

16. Other Matters

Furthermore, I, Richardt Thom Snyman, declare that:

I have no personal interest in the subject properties, nor will I have in the future. Furthermore I have conducted this valuation in accordance with the ethics of the valuation profession.
The information furnished by others is believed to be reliable and whilst every attempt has been made to check on the authenticity of such information, no warranty is given for its accuracy.
This certificate forms part of and must be read in conjunction with the valuation reports.
No account has been taken of any amounts, which may be outstanding in respect of any registered mortgage bonds over the property, nor any outstanding municipal rates and taxes.
Possession of this report does not carry with it the right of publication. It may not be used for any other purpose, by any person other than the party to whom it is addressed without the written consent of the valuer, and in any event only with proper qualification and only in its entirety.
I have physically inspected the subject properties, which has been detailed in this report, however I have not consulted a geotechnical engineer with regards to the soil conditions, nor has a structural survey of the buildings been undertaken and therefore comment on the structural condition of the improvements cannot be qualified.

Having inspected the aforementioned properties and after taking due consideration of all relevant factors, I RICHARDT THOM SNYMAN in my capacity as a REGISTERED PROFESSIONAL VALUER consider the above valuation to be a true and fair assessment of its current open-market value.

RICHARDT THOM SNYMAN (SACPVP), SAIV PROFESSIONAL VALUER REG. NO: 5451 8 TEN BELLS ESTATE DURBANVILLE, 7550

186

AI assistant

NUMERAL LIMITED — Capital/Financing Update 2016

48776_rns_2016-11-17_8d2c36cb-1720-4619-8326-e1075ab77590.pdf

GO LIFE INTERNATIONAL LIMITED

PRE-LISTING STATEMENT

Sponsor

Mauritian Company Administrator, Secretary and SEM authorised representative as to Mauritian Law

Auditors

South Africa Transfer Secretaries

Independent Property Valuer

South African Bankers

External Company representative

Registered office and postal address

Corporate Advisor

Reporting Accountants

Attorneys

Mauritian Bankers

Date and place of Incorporation

IMPORTANT INFORMATION

FORWARD-LOOKING STATEMENTS

TABLE OF CONTENTS

DEFINITIONS AND INTERPRETATIONS

GO LIFE INTERNATIONAL LIMITED

PRELISTING STATEMENT

Directors of the Company

SECTION 1 - INTRODUCTION AND OVERVIEW

1.1 Incorporation

1.2 Overview of Go Life International

1.3 History of the Company, the Group and industry background

Go Life Health Products and Gotha Health Products

The Go Life International Group

Health/Frail Care Clinics

1.4 Group Structure

1.5 Reasons for secondary listing on the JSE

1.6 Directors‟ opinion regarding the prospects

SECTION 2 – INFORMATION ABOUT THE COMPANY WHOSE SECURITIES ARE BEING LISTED

2.1 Name, address, incorporation, founder and other information

2.1.1 Details of the holding and controlling entities of Go Life International

2.1.2 Details of the subsidiary companies of Go Life International

2.2 Directors and key management

2.2.1 Directors of the Company

2.2.2 Directors of subsidiaries and key management:

2.3 Qualification, borrowing powers, appointment, voting powers and remuneration of directors of Go Life International

2.3.1 Directors‟ remuneration

2.3.2 Directors‟ service contracts and company secretarial contract

2.3.3 Borrowing powers of the Company and the subsidiaries exercisable by the directors

2.3.4 Appointment, qualification and remuneration of directors

2.3.5 Directors‟ declarations and interests in contracts

2.3.6 Other matters

2.4. SHARE CAPITAL OF THE COMPANY

2.4.2 Alterations to the share capital

2.4.3 Issues of the Company‟s Shares

2.4.4 Voting rights

2.4.5 Loan capital

2.4.6 Directors interest in securities

2.4.7 Major shareholders

2.5 OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES

2.6 MATERIAL CONTRACTS

2.6.2 Other material contracts or terms

2.7 INTERESTS OF DIRECTORS AND PROMOTERS

2.8 LOANS

2.8.1 Material loans made to the Go Life International

2.8.2 Material loans made by the Go Life International

2.8.3 Contingent liabilities, material capital commitments and material inter-Company balances

2.9 SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH

2.10 PROPERTY ACQUIRED OR TO BE ACQUIRED OR DISPOSED

2.11 PRELIMINARY EXPENSES AND ISSUE EXPENSES

2.12 AMOUNTS PAID OR PAYABLE TO PROMOTERS

SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE LISTING

3.1 Statement of adequacy of capital

3.2 Report by directors as to material changes

3.3 Secondary listing on AltX

3.4 Reports issued by the Reporting Accountants of the Company

SECTION 4 – ADDITIONAL MATERIAL INFORMATION

4.1 LITIGATION STATEMENT

4.2 HISTORICAL FINANCIAL INFORMATION

4.3 DIVIDENDS AND DISTRIBUTION POLICY

4.4 ACQUISITIONS

4.5 DISPOSALS

4.6 ADVANCES, LOANS AND BORROWINGS

NUMERAL LIMITED Capital/Financing Update 2016