Trustco : 28 December 2021 – SENS Announcement Cautionary Announcement

TRUSTCO GROUP HOLDINGS LIMITED Incorporated in the Republic of Namibia (Registration number 2003/058)

Registered as an external company in South Africa (External registration number 2009/002634/10) NSX share code: TUC

JSE share code: TTO

OTCQX share code: TSCHY

ISIN Number: NA000A0RF067 ("Trustco" or "the Company")

CAUTIONARY ANNOUNCEMENT: FIRST TIER GLOBAL DIAMOND PRODUCER TO PROVIDE FUNDING TO SCALE MEYA MINING TO OVER 1 MILLION CARATS PER ANNUM THROUGH USD 150 MILLION INVESTMENT

Trustco Shareholders ("Shareholders") are referred to the Company's unaudited condensed consolidated interim results for the six months period ended 31 March 2021 published on 30 June 2021 in terms whereof it was advised that the Company's subsidiary, Meya Mining ("Meya Mining"), was capitalised sufficiently to produce at least 10 000 carats per month, being circa 120 000 carats per annum from Q1 of 2022, whereafter production is set to increase up to 30 000 carats per month, being 360 000 carats per annum.

Trustco Resources ("Trustco Resources"), a subsidiary of Trustco, owns 65% of Meya Mining. The local Sierra Leonean partner Germinate SL Limited ("Germinate"), holds the remaining 35%.

Trustco has during the past 5 years, invested approximately USD 115 million into the resource establishment and development of Meya Mining. At an average exchange rate of USD 1 to ZAR 15.55, the ZAR equivalent investment is ZAR 1.848 billion.

On the basis of independent geological studies and production achieved thus far, the Trustco Board views Meya Mining as one of the premier investments that the Company has ever executed on outside of Namibia. It considers the Meya diamond resource as a world class asset.

Shareholders are also referred to the announcements published on SENS dated 10 November 2017 and 21 December 2017, when the 476.89 carat Meya Prosperity diamond was discovered shortly after exploration commenced. The Meya Prosperity diamond was thereafter sold (rough) for USD 16.5 million, by applying the same exchange rate as above, at approximately ZAR 256.5 million. At the time, it was reported as the 29th largest diamond ever discovered globally.

Shareholders are referred to the SENS announcement dated 8 March 2019 where it was confirmed that up to that date, 27 776.10 carats were sold at an average value of USD 881.71 per carat, which included the Meya Prosperity diamond. Comprehensive information about the Meya Mining operation is contained in Trustco's previous Integrated Annual Reports.

Shareholders are advised that following a technical and geological due diligence at the Meya Mining operations during July 2021, Trustco and Germinate received a written offer from a first tier global diamond producer for USD 150 million (applying the same exchange rate ZAR 2.332 billion) as a debt facility to scale production at the Meya Mining Operations ("the Debt Component"). The offer includes a proposed equity transaction to acquire a 55% stake in Meya Mining at a nominal price subject to conditions to be negotiated ("the Equity Component") (the Debt Component and Equity Component collectively the "Transaction").

This debt facility will be utilised for additional exploration as well as enable Meya Mining to scale production up to 1 million carats per annum over the next three-year period.

Shareholders are advised that it is envisaged that the agreements would be finalised during Q1 of 2022.

Trustco believes the Transaction, if successfully concluded, will have a material effect on the price of the Company's securities.

Accordingly, Shareholders are advised to exercise caution when dealing in the Company's securities until a further announcement regarding the Transaction is made. Any questions can be sent via email to the company secretary at [e-mail].

Windhoek, Namibia,

28 December 2021

Komada Holdings (Pty) Ltd

Company Secretary and Investor Relations Services to Trustco Group Holdings Limited

JSE Sponsor

Vunani Sponsors - Johannesburg

NSX Sponsor

Simonis Storm Securities Proprietary Limited - Windhoek

OTCQX Sponsor

J.P Galda & Co - New York