LETTER TO THE SHAREHOLDERS OF ATLAS AFRICAN INDUSTRIES LIMITED
(the “Company”, incorporated in Guernsey under The Companies (Guernsey) Law, 2008 (as amended) with company number 55964)

Proposed Disposal of Ethiopian Project
and Notice of General Meeting

4. Post-Disposal strategy
The Company’s planned strategy following completion of the Disposal is to make an acquisition or acquisitions of one or multiple African focused businesses operating in the consumer sector.

In this regard the Board are looking for operational and scalable businesses, which have been significantly de-risked, where possible; preference will be given to businesses which are already generating revenue.

The proceeds of the Disposal will be used for general, ongoing working capital purposes.
It is anticipated that the Board will, in the short term:
a) use the Buy-Back Shares (which, subject to approval of the Resolution, will be held in treasury); and/or
b) seek shareholder authority to issue new shares to enable the Company to raise additional funds and to enable the Company to effect its acquisition strategy through share-based transactions.

As stated previously, the Board remain fully committed to a London based listing, notwithstanding the recent de-listing from trading on the AIM Market.

Specifically,shareholders should take note that the Board continue to consult with corporate advisers
regarding alternative options which are being carefully assessed with a view to ensuring shareholders’ long term interests are protected. In the meantime, we continue to maintain our Kenyan listing on the Growth Enterprise Market Segment of the Nairobi Securities Exchange (“GEMS”).

In addition, we are continuing our efforts to collect outstanding receivables from major debtors with a view to settling valid creditor claims, in an orderly manner.


5. General Meeting
As noted above, the Disposal is subject to the approval of shareholders in a General Meeting of the Company. In accordance with the relevant provisions of the Law, the terms of the acquisition of the Buy-Back Shares by the Company (to be held in treasury) also require the approval of shareholders. Accordingly the Board is therefore convening a general meeting on
14 December 2016 (the “General Meeting”) to obtain shareholder approval of the resolution necessary to permit and enable the Company to effect the Disposal (the “Resolution”). A notice of General Meeting and the associated form of proxy are therefore enclosed with this letter.

The form of proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company’s registrar, Capita Asset Services, as soon as possible and in any event not later than 48 hours before the time of the
General Meeting. Completion and return of a form of proxy will not prevent shareholders from attending and voting in person and the General Meeting, should they so wish.

For the reasons outlined above, the Board considers that the passing of the Resolution is in the best interests of the Company and its shareholders as a whole and therefore intend to vote in favour of the Resolution in respect of their own shareholdings,
amounting in aggregate to approximately 5.32% of the existing issued ordinary share capital of the Company (which in the case of Mr. Mann includes the interest held by Meridian Global Energy & Services Fund Limited, a company of which Mr. Mann is a director). It is also noted that the Purchasers have given an undertaking not to cast the votes attaching to the Buy-Back Shares in respect of the Resolution at the General Meeting.

Noting that Innovative Africa Investments Limited is a substantial shareholder in the Company, the Directors confirm that they consider that the terms of the Disposal are fair and reasonable insofar as the Company’s shareholders are concerned.

As outlined above, shareholder approval of the Resolution will give the Board the ability to implement the strategy identified above.

Accordingly the Board recommends that you vote in favour of the Resolution, in order that the Disposal may proceed.

Further details of developments will be provided in due course and all relevant documentation will be made available to shareholders via the Company’s website.

Yours faithfully,
Ian H. Mann
Chairman, for and on behalf of
Atlas African Industries Limited

What did these financial mercenaries ratify in their meeting in London?

Atlas African Industries Limited / Ticker: AAI / Index: NSE / Sector: Support Services

16 December 2016

Atlas African Industries Limited (‘Atlas’ or the ‘Company’)

Update and Notice of General Meeting

Atlas African Industries Ltd (AIM, NSE: AAI) is pleased to announce that it has entered into a memorandum of understanding (the “MOU”) with Willem Jacobus Bodenstein, a senior executive and slot machine and sports betting specialist (“Physical Gaming”) with extensive experience of operating in Southern Africa, to join the Atlas senior management
team as Chief Operating Officer. Pursuant to the MOU he will spearhead the establishment of Physical Gaming operations in a number of African jurisdictions with a
view developing a top-tier pan-African Physical Gaming business. The Company is separately in discussions with potential partners who may offer access to top-tier on-line gaming infrastructure, which will further strengthen and complement Atlas’ current investment in BonanzaWin, a Nigerian based gaming business.

Mr Bodenstein has proven success in the gaming sector. As the former CEO of Vukani Gaming Group (a subsidiary of South African-listed Niveus Invesments Limited, “Niveus”) he oversaw the business’ expansion across a number of southern African jurisdictions, which saw the market capitalisation of Niveus grow to US$350 million (having listed at a price of ZAR 7 per share, the stock now trades around ZAR 40 per share).

In order to finance the Company’s proposed expansion in the African gaming sector it will be necessary to raise additional finance in the region of US$1.5 million, which the Board would anticipate undertaking through a non-pre-emptive private placing to be completed early in 2017 (the “Fundraising”).

Accordingly, the Board is convening a general meeting
on 19 January 2016 to be held at 12.00 p.m. on 19 January 2017 at Richmond House, St Julian’s Avenue, St Peter Port, Guernsey GY1 1GZ (the “General Meeting”) to obtain shareholder approval to authorise the directors to issue up to 1,200,000,000 equity securities free from pre-emption rights on the issue of such ordinary shares for cash (the “Fundraising Shares”). The Fundraising Shares, which will rank pari passu in all respects with the Company’s existing ordinary shares currently in issue, will represent approximately 44.5 per cent. of the Company’s enlarged issued share capital following
completion of the Fundraising.

As stated previously, the Board remain fully committed to a London based listing, notwithstanding the recent de-listing from trading on the AIM Market.

Specifically, shareholders should take note that the Board continue to consult with corporate advisers
regarding alternative options, which are being carefully assessed with a view to ensuring
shareholders’ long term interests are protected. In the meantime, the Company continue to maintain its Kenyan listing on the Growth Enterprise Market Segment of the Nairobi Securities Exchange (“GEMS”).

Further information on these proposed developments is detailed in a letter to shareholders, which has been posted to shareholders and will be available to view on the Company's website at www.atlassupport.com.

A copy of the Notice of General Meeting and Proxy form will also be available on the Company's website and has been posted to shareholders.


**ENDS**

These guys are worse than all Kenyan NSE conmen combined.