Settlement of Nurture Loan

Cambria Africa Plc

("Cambria" or the "Company")

Settlement of Nurture Loan

The Company advises that the $2 million loan due to Cerulean (Mauritius) PPC ("Nurture" and "the Nurture Loan") from Payserv Africa Limited ("Payserv") has been settled in full in accordance with the provisions of the Nurture Loan agreement ("the settlement").

Nurture has notified Payserv of its expectation to convert $100 000 of the Nurture Loan into a 1.06% interest in Payserv ("the Conversion Notice"). The Company based on legal advice, disputes the validity of the Conversion Notice.

The settlement has been funded utilising Payserv cash resources of $564,000 and a bridging facility from Ventures Africa Limited ("VAL") of $1,449,973 ("the Bridging Facility") which includes an amount of $13,973 for the settlement of interest on the Nurture Loan. 

Payserv's wholly owned subsidiary Paynet Zimbabwe Pvt Limited ("Paynet") is in the final stages of concluding a debt funding agreement with a local financial institution, the proceeds of which will be used to settle the Bridging Facility. The Bridging Facility is unsecured will attract interest retrospectively at the same interest rate at which Paynet concludes its debt funding agreement.

VAL is the controlling shareholder of Cambria. The Bridging Facility is accordingly a related party transaction under the AIM Rules for Companies. The independent directors, being all the directors with the exception of Mr Samir Shasha, consider, having consulted with WH Ireland its nominated adviser, that the terms of the Bridging Facility are fair and reasonable insofar as shareholders of the Company are concerned. Since Mr Samir Shasha, the CEO of Cambria, is the beneficial owner of VAL, he was excluded from consideration of the fair and reasonableness of the Bridging Facility.