HUGE GROUP LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number 2006/023587/06)
 Share code: HUG ISIN: ZAE000102042
 (“Huge” or “the Company”)

ACQUISITION OF SHARES OF THE INTERFILE GROUP, A NEW EMPOWERMENT
TRANSACTION INVOLVING INTERFILE, AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT

1.   Introduction to the Transactions

     Shareholders are advised that Huge is in the process of concluding a
     series of agreements (Transactions) with:
      the trustees for the time being of the Msemu Investment Trust (the
         Msemu Trust);
      Aloecap Private Equity Investments 5 Proprietary Limited (Aloecap);
      Gurb Investments Proprietary Limited (Gurb);
      Mr Sheldon Quarmby (the Founder);
      Ms Julie Wagstaff (the Executive);
      YW Investments Proprietary Limited, trading as YW Capital (YW Capital
         or the New Empowerment Partner);
     relating to the Interfile Group (comprising Internet Filing Proprietary Limited
     (Interfile) and Ionize Technologies Proprietary Limited (Ionize)).

2.   Rationale for the Transaction

     Huge is an investment holding company with a portfolio of over R1.4 billion
     under management, focused on investments in the connectivity and
     cloud, software and xTech clusters. Huge is a South African born, purpose-
     led investment company that creates more meaningful value for its
     stakeholders through strategic investments in predominantly technology-
     focused and related sectors. Huge strives to deliver both organic growth
     in each of its investment clusters, as well as acquisitive growth that allows
     it to unlock synergies and economies of scale within its investment
     portfolio – to deliver value.

     In its Integrated Report for the year ended 28 February 2021, Huge records
     that its future efforts will (i) firstly focus on identifying and exploiting
     synergies that exist between its investee companies in its existing
     investment portfolio and (ii) will secondly focus on identifying new
     investment opportunities in the converging connectivity and cloud,
     software, and x-tech market segments. Huge intends increasing the
     contributions of the software and x-tech market segments to its total
     portfolio. The acquisition of shares of the Interfile Group is aligned to these
     strategic objectives.

     Huge’s rationale for undertaking the Transactions, which are described
     below, includes:
      The Interfile Group is a steady, profitable, and well-managed business
        that has a strong track-record and exciting growth opportunities.
        While it is well established in South Africa, there is a huge global growth
        potential for the productization and use of Interfile’s systems;
      Approximately 80% of the Interfile Group’s revenue is annuity based,
        derived from operational and hosting services, transactional services
        (bill presentment, SMS, email, and payment), call-centre services,
        consulting services, and maintenance services;
      The Interfile Group has consistently generated cash and declared and
        paid dividends. In the last five years it has generated cash of
        R147 995 707, from which it has paid taxes, declared and paid
        dividends of R65 364 571, and increased net asset value by R16 762
        767;

     The investment in Interfile is an investment that is aimed at complementing
     Huge’s existing investee companies’ initiatives and unlocking synergistic
     value. The synergies between Glovent Solutions, a Huge investee
     company that provides a Platform as a Service and mobile super apps to
     communities and municipalities – the most recent being the Saldanha
     Bay Municipality SmartCity Initiative – and Interfile’s SmartCities and
     municipality initiatives such as eTshwane, are apparent. At the same time,
     however, Huge believes that Interfile will open new market segments for
     Huge Connect, Huge Networks and Huge Telecom, Huge investee
     companies focused on providing connectivity and cloud services.

     Another recent acquisition in Huge Group’s investment portfolio is Huge
     Digital Enablement, a mobile digital enablement services platform
     business that abstracts the technical and operational requirements of
     mobile virtual network services for large and small brands alike. Huge
     believes that Interfile’s product and solutions catalogue, its significant
     development capabilities, and its scale and functionality significantly
     increases and complements Huge Digital Enablement’s own services
     capability. Interfile and Huge Digital Enablement’s combined potential,
     not least of which is their respective and substantial integration links to the
     large commercial banks and mobile operators in South Africa and the
     opportunities that this presents, is significant.

3.   Introduction to the Interfile Group

     The Interfile Group develops and licences its own software – it is a software
     company which has significant development scale. It has more than 20
years’ experience in building and operating advanced digital solutions,
most of which are fintech in nature.

Interfile has been acknowledged as the leading provider of
eGovernment and Electronic Bill Presentment and Payment (EBPP)
solutions. It has implemented customer-centric business process solutions
for a variety of national government departments, numerous
municipalities, and large private sector organisations. These solutions
include the creation of SARSeFiling in 2003 for the South African Revenue
Service (SARS), which is acknowledged as one of the most efficient
revenue collection agencies in the world.

Interfile’s business process and service delivery improvements have made
the City of Tshwane the most digitally enabled Smart City in Africa, with
the eTshwane offering including online, mobile-enabled, and WhatsApp
services. Interfile’s Smart City solution is so well respected that the City of
Santa Cruz in California contracted Interfile USA to build and operate its
online revenue and customer service offering.

Interfile’s expertise in daily revenue reconciliation solutions is unrivalled
with billions of Rands of revenue being automatically reconciled through
a variety of sophisticated solutions.

In South Africa, every citizen will benefit from one or more of Interfile’s
creations, whether it is paying tax, paying for an ID card or passport,
claiming unemployment insurance, or simply logging a query with a local
municipality.

Interfile is foremost a service delivery company and change agent. Real-
world experience and expertise add value to the customers and people
Interfile serves. Technical expertise, business processes experience, and
real-time service delivery have made the company a long-term trusted
partner to many large organisations. Focus areas such as change
management and customer acceptance make Interfile one of the only
companies able to provide the full spectrum of opti-channel digital
services. Simply put, Interfile provides sophisticated digital citizen services
delivery.

Over the last three years, the demand for online services coupled with
economies of scale have helped the Interfile Group generate significant
annual compounded growth in revenue, earnings before interest,
taxation depreciation, and amortisation (EBITDA), net profit after tax
(PAT), dividends (DIVs) paid, and net asset value (NAV). Investments in
staff, innovation, and productization will yield even stronger local and
offshore revenues, EBITDA, PAT, DIVs, and NAV. Interfile is cash positive and
has no debt.
     In South Africa, Interfile is a level 2 B-BBEE company with an employment
     ratio that favours women by more than 50%.

4.   Introduction to the New Empowerment Partner YW Capital

     YW Capital is a level I Black-owned and managed financial services
     company focused on the provision of bespoke international equity
     advisory services. The company is based in Johannesburg, South Africa,
     and operates across the African continent.

     YW Capital is adept at emerging market and global equity advisory,
     where the team has a significant track record in raising capital across
     major domestic and international markets. Its investment portfolio
     exceeds R450 million. It also advises on bespoke solutions for complex
     structures and transactions, engaging in corporate finance, private
     equity, restructuring, and strategic advisory, particularly in real estate,
     technology (specifically fin-tech, ICT, and telecommunications) and
     mining.

     YW Capital also makes principal investments, based on the following
     three-pronged investment strategy:
      Strategic investments, which YW Capital considers to be core to its
         own business, and which merit a long-term, active management role;
      Accelerated growth investments, which exhibit significant growth
         potential, and which are backed by an experienced and highly skilled
         management team, such as Interfile and Huge Group; and lastly
      Opportunistic investments, where YW Capital has an option to acquire
         a minority interest in investment companies where there is a unique
         ability to structure a transaction which results in significant short-to-
         medium term upside.

     YW Capital has a significant track record of investments. It holds stakes in
     various portfolio companies within the technology, real estate, and
     financial services industries. It makes use of its own balance sheet and its
     access to investors, who are regularly brought into deals.

     From a value-adding perspective, YW Capital has a network of domestic
     and international clients and partners which contribute a unique blend of
     experience, industry network, strategic insight, and resources – and it is
     expected that these clients and partners and YW Capital’s expertise will
     unlock new opportunities for Huge Group and specifically for Interfile. In
     particular, the company has well-established, proprietary relationships
     and partnerships in the USA, and across Africa, where it advises sovereign
     offices and organisations.
5.   Transaction structure

     The series of agreements that Huge is in the process of concluding to give
     effect to the Transactions will ultimately result in the following shareholding
     structure:
         The ordinary shareholders will comprise Huge, the Empowerment
          Partner, the Founder, and the Executive; and
         The preference shareholders will comprise Huge and the Founder.

     The Transactions will be implemented in accordance with the following
     transaction steps and agreements:
         Huge has concluded:
          o      a sale of shares agreement with the trustees for the time being
                of the Msemu Investment Trust to acquire 30% of the issued
                ordinary share capital of each of Interfile and Ionize (the Msemu
                Transaction); and
          o     a sale of shares agreement with Aloecap to acquire 14% of the
                issued ordinary share capital of each of Interfile and Ionize (the
                Aloecap Transaction);
         Huge is in the process of finalising a sale of shares agreement with
          Gurb to acquire 25% of the issued ordinary share capital of each of
          Interfile and Ionize (the Gurb Transaction);
         Huge has concluded a term sheet with Sheldon Quarmby, Julie
          Wagstaff, and the YW Capital, which contemplates an agreement
          being concluded to give effect to the following transaction steps:
          o     The sale by the Founder to Huge of 6% of the issued ordinary
                share capital of Interfile and Ionize (the Founder Transaction);
          o     A preference share subscription in which Huge and the Founder
                subscribe for preference shares in Interfile (the Preference Share
                Transaction);
          o     The declaration of an ordinary dividend to Huge and the
                Founder equivalent to the preference share subscription;
          o     The sale by Huge of 18.75% and the sale by the Founder of 6.25%
                of the ordinary shares of Interfile to the New Empowerment
                Partner (25%) – the Empowerment Transaction; and
          o     The sale by Huge of 3.75% and the sale by the Founder of 1.25%
                of the ordinary shares of Interfile to the Executive (5%) – the
                Executive Transaction.

     Further information in respect of the Transactions will be released on SENS
     when the legal agreements in respect of the Gurb Transaction, the
     Founder Transaction, the Preference Share Transaction, the
     Empowerment Transaction and the Executive Transaction have been
     concluded.
6.   Salient terms of the Transactions

     The agreements informing the Msemu Transaction and the Aloecap
     Transaction contain conditions, warranties, and undertakings that are
     normal for transactions of their nature.

     The purchase consideration payable by Huge in terms of the Msemu
     Transaction is R30 000 000 and will be settled in cash, against delivery of
     the requisite documents of title.

     The purchase consideration payable by Huge in terms of the Aloecap
     Transaction is R14 000 000 and has been settled in cash.

7.   Financial information

     The aggregate revenue, EBITDA, PAT, and NAV of the Interfile Group,
     which are the subject of the Transactions, and which are derived from the
     signed and draft annual financial statements of Interfile and Ionize for the
     year ended 31 March 2021 and 31 March 2022, prepared in terms of
     International Financial Reporting Standards, are:

                    Revenue         EBITDA           PAT             NAV
     2021         R120 186 599    R31 265 317     R16 767 144     R32 264 912
     2022         R162 366 199    R42 780 647     R27 331 274     R49 036 186

8.   Categorisation of the Transaction

     The Msemu Transaction and Aloecap Transaction, when aggregated, are
     categorised as a Category 2 Transaction in terms of the JSE Listings
     Requirements and as such are not subject to shareholder approval.

9.   Renewal of cautionary

     Shareholders are referred to the cautionary announcement released on
     SENS on 15 July 2022 and 29 August 2022 and are advised to continue to
     exercise caution until the full terms of the Transactions have been
     announced.
Johannesburg
31 August 2022

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