20 August 2020

Dear Mr. Mathamela,

SUBJECT: Request for comment regarding your relationship with Regiments Capital

Thank you for returning my call this morning. As I said, we are preparing a series of articles
about Regiments Capital, and we would like to get your response to various questions we
have about your relationship with Regiments Capital, going back to your time as treasurer of
the City of Johannesburg.

Our understanding is that, in 2005, you were involved in appointing Regiments Fund
Managers to manage the City of Johannesburg Sinking Fund, and that you continued to serve
on the Sinking Fund risk committee, providing oversight of the contract, until you left the City
of Johannesburg in 2009.

1. Could you confirm if this is accurate and provide any additional details you think
are relevant?

In 2008, you were also one of the officials that served on the Bid Evaluation Committee that
selected Cedar Park Properties 39 to develop the land above the Sandton Gautrain (remaining
portion of erf 575, Sandown). As you may recall, Cedar Park Properties 39 is wholly-owned by
Regiments Kgoro Consortium (now known as Kgoro Consortium), which at all times has been
majority owned by Regiments Capital. Minutes of the Bid Evaluation Committee show that the
bid was simply referred to as “Regiments Consortium”.

We have come across email correspondence that suggests you were conflicted, and that you
may have engaged in a corrupt relationship with Regiments Capital. The evidence for this is
as follows:

On 6 August 2008, you received a letter from Lute Mining, a company you had appointed to
fulfil the role of competent person for TLD Mining in its bid to acquire two mining rights in the
Northern Cape. The letter requested “proof of availability of funds”, a required part of TLD’s
prospecting rights application.
Mr. Itumeleng Lute noted: “It would be desirable to provide proof of availability or
commitment of an amount of at most R900,000 per project, which must be provided
separately for each prospecting right application. The Financial Competence can be in the
form of a bank guarantee letter, cash or audited financial statement backed by a company
resolution from the sponsor supporting a [sic] committing the aforementioned amount on
the various projects.”

The following day you received a coy email from Mr. Eric Wood of Regiments: “Calvin
mentioned that you wanted to drop us an email, I have not yet received anything so just
thought to drop you a line in case you didn’t have my address.” (Calvin is a reference to Mr.
Calvin Sehlapelo, a Regiments employee.)

The following day, 8 August 2008, you forwarded Mr. Lute’s letter to both Mr. Wood and Mr.
Niven Pillay, saying: “Please find attached request from the mining consultant relating to
financial support as part of the requirements for prospecting rights.”

Roughly an hour later, Regiments’ chief financial officer Tebogo Leballo responded to you,
providing you with two financial competence letters as well as a copy of Regiments’ annual
financial statement. The letters stated that Regiments had agreed to invest R900,000 in each
of the proposed prospecting sites for which TLD Mining was applying.

Less than a month later, the bids closed for the Sandown property. On 19 December 2008, you
participated in the bid evaluation committee where the Regiments’ consortium was selected
as the winning bidder.

We are further aware that, in February 2009, Regiments made two payments of R20,000 each
to the Department of Mineral Resources and Energy’s (DMRE) designated trust account, and
referenced these as “Mining Rights”. We have established that these payments related to
prospecting rights NS/30/5/1/1/2/0838PR and NS/30/5/1/1/2/0839PR, which were awarded to
TLD Mining. Mr. Wood forwarded the proof of payment to you with the message: “I have
attached the requested proof of transfer.”
In May 2009, shortly before you left City of Johannesburg, Regiments created a draft
Memorandum of Understanding, spelling out the proposed joint venture between Regiments
(25%) and TLD Mining (75%) which would pursue prospecting activities on Bergenaars Pad
Farm under prospecting right 2078PR. Publicly available documents indicates that this
mining right was granted to TLD Mining on 24 November 2009. Correspondence indicates that
you continued to pursue various mining rights with the assistance of Regiments Capital after
you left the City of Johannesburg.

We have taken note of your comments made during our phonecall earlier today, namely: That
you were not a director or shareholder of TLD Mining and that you did not stand to benefit
financially from that deal. We agree that there is no record of you being officially registered as
member of the closed corporation. However, we have also spoken to TLD Mining’s Mr. Tebogo
Dipico who described you as an investor and said that it was intended that you would take a
more active role in the company at a later stage. Mr. Dipico said he never met Regiments and
that you were entirely responsible for bringing Regiments on board as an investor. Mr. Dipico
also recalled that you called him in 2018 to warn him that there was “trouble” and that the
issue of Regiments Capital’s involvement in TLD Mining may come up.

2. To confirm, would you consider “investor” a fair description of your role at TLD
Mining and do you dispute Mr. Dipico’s recollection of events?
3. It is odd that you claimed you did not initially recall TLD Mining when we called
you, yet Mr. Dipico recalls you warning him that questions may be asked about TLD
Mining and your relationship with Regiments. Would you like to respond to this?
4. We put it you that you failed to disclose a significant conflict of interest, i.e your
relationship with Regiments Capital, which compromised your ability to act as the
chairman of the Sinking Fund Risk Committee, a member of the CoJ Bid
Evaluation Committee, and treasurer of City of Johannesburg. Would you like to
comment on this?
5. Why should we not construe this as evidence that you had a corrupt relationship
with Regiments and the promise to finance TLD Mining’s operations was a quid
pro quo for awarding Regiments business with the City of Johannesburg?
6. When you participated in the Bid Evaluation Committee that appointed the
Regiments consortium, were you aware that the consortium included people
closely connected to the ANC and City of Johannesburg officials?
One of the last transactions you approved in your position was treasurer of City of
Johannesburg was a proposal from Regiments to cede various naked swap positions on the
City’s books to the Sinking Fund.

You may recall that the Auditor-General had instructed the City that it could not keep these
on their books as the positions had become purely speculative which was a violation of the
Municipal Finance Management Act (MFMA). As part of its advisory work for the City,
Regiments had recommended that the City’s Assets and Liabilities Committee “should
mandate the Treasury department to unwind the naked interest rate swaps”.

It was at this point that Regiments seemingly saw an opportunity to profit from its own
advice. In a proposal to you dated 23 June 2009, it advised the City to unwind the swaps in a
two-step process: First, the City would cede the swaps to the Sinking Fund (which Regiments
Fund Managers controlled); then, the Sinking Fund would novate the swaps to Nedbank.
In a series of proposals, Regiments advised you that the cost to unwind the swaps would be
in the region of R12-million; what Regiments did not disclose in any documents we have seen
is that this figure included a R4.55-million commission that the City would not need to pay if
your department unwound the swaps directly with the lenders.

We put it to you that there was no discernible reason for Regiments to be involved in this
transaction. The Auditor-General had instructed the City to unwind the swaps, something
which your department was capable of doing. There was also no discernible reason that your
department could not establish the breakage fee from your lenders, which would have
revealed that the cost to unwind the swaps was significantly cheaper than Regiments
claimed.

That this transaction could have been done more cost effectively is evident from an 8 July
2009 email from Nedbank to Mr. Wood of Regiments providing the cost to unwind the swaps:
The mark-to-market rate to unwind the swaps would be R5.2-million, there would be an
additional carrying cost of R750,000 and Nedbank would want a fee of R2-million. Mr. Moss
Brickman of Nedbank noted: “The balance of the amount agreed from CoJ to be invoiced by
Regiments with reference to our usual agreement, refund clause etc and with the usual
wording, VAT etc embedded in the invoice.”
What Mr. Brickman was referring to was an agreement between Nedbank and Regiments,
concluded in May 2009 and entitled “Introduction of Derivative Transactions”, whereby
Regiments would be paid a fee for referring business to Nedbank – this fee would be funded
by the transaction costs paid by the City to the Sinking Fund and/or Nedbank. When
Regiments invoiced Nedbank on 20 July 2009, it stated: “Regiments Capital (Pty) Ltd has
informed its client that it is earning a fee for the facilitation of the above transaction.”

However, if you were informed about this fee, your colleagues clearly were not. On 14 July 2009,
the head of operations for the City’s treasury asked Regiments for a breakdown of the R12
million breakage cost. There is no indication that Regiments provided this breakdown
because on 24 August 2009, the same breakdown was requested by KPMG, who had been
appointed by the Auditor-General to audit the Sinking Fund: “...please be so kind so as to send
me all documentation/justification that you may have received from Nedbank for the costs
relating to the unwinding of the COJ swaps. We would appreciate as much detail as possible.”
Regiments responded to the request by providing the novation agreements between the
original lenders and Nedbank. These agreements make no mention of the fee paid to
Regiments and as far as we know, Regiments did not provide a breakdown to the City or KPMG
which included a disclosure of the R4.55-million fee that Regiments received.

7. We put it to you that your failure to establish the true cost to unwind the swaps was
negligent, as was your decision to execute Regiments’ two-step cession and novation.
As far as we can tell, all that this convoluted structure achieved was to divert
excessive and unearned fees to Regiments (R4.55-million) and Nedbank (R2.75-
million), resulting in a total loss to the City of roughly R7.3-million. If you feel there is a
reason we have not discerned, we invite you to supply us with this reason.
8. Considering your undisclosed relationship with Regiments Capital, why should we not
conclude that you intentionally disadvantaged the City in order to divert undue fees to
Regiments?

After leaving the City of Johannesburg in 2009, you formed Prograce Investments and entered
into a number of collaborations with Regiments. However, this is one specific transaction that
is of interest to us: The long-term debt restructuring initiative at the City of Tshwane.
On 7 December 2011, the City of Tshwane issued tender requesting advisors to assist with
restructuring its long-term debt. On 23 March 2012, you received a letter informing you that
Prograce had been selected. You then forwarded the letter to Eric Wood of Regiments Capital
and requested a meeting. On 4 April 2012, you met with Mr. Wood and agreed to execute the
long-term debt restructuring mandate and split the fees on a 50:50 basis.

9. To confirm, how many staff members did Prograce have at this stage?
10. Did you immediately inform the City of Tshwane that Prograce had agreed to form a
joint venture with Regiments to execute this mandate?
11. Were you aware that Regiments had bid for the tender and been unsuccessful, and
that Regiments had been involved in a protracted legal battle with the City of Tshwane
over unpaid invoices for dubious fees?

On 29 March 2012, Prograce attended a meeting with City of Tshwane officials where the debt
restructuring initiative was discussed. Also present at the meeting was Mr. Tewedros
Gebreselasie, an employee of Regiments who nonetheless claimed to be a representative of
Prograce. It would appear that Mr. Gebreselasie would keep up this charade throughout 2012
and 2013 by using a Yahoo email address in correspondence with the City of Tshwane, while
maintaining a Regiments email address for all other correspondence.

12. This suggests that both you and Mr. Gebreselasie attempted to deceive City of
Tshwane officials about the involvement of Regiments in this contract. If there is
another reason that Mr. Gebreselasie hid the identity of his employer, please could you
elaborate?

On 18 May 2012, the City issued Prograce with a mandate letter confirming that it had been
appointed to restructure Tshwane’s long-term debt and that Prograce’s fees would be capped
at R460,000, based on an hourly rate of R2000/hour. On 21 June 2012, Prograce submitted an
invoice to the City for R524,000 (R460,000 + VAT) for the long-term debt restructuring
initiative. You later forwarded this correspondence to Mr. Wood, suggesting that, as agreed,
you intended to split the fee with Regiments.

13. Is this interpretation accurate or is there anything you would like to add?
During this time, you proceeded with the debt-restructuring initiative. It also appears that
Regiments staff were heavily involved in providing you with expert advice. In fact, there are
numerous instances we are aware of where you relied entirely on Regiments staff to draft
responses on your behalf:

• On 25 June 2012, Tshwane officials were discussing the proposed bond issue and the
appetite in the market. One official proposed that the City should not proceed with the
bond. The City’s Collins Mashishi forwarded these internal discussions to you and
asked whether you agreed. You then forwarded the correspondence to Mr. Wood and
asked: "How must I respond to Collins?"
• On 24 July 2012, Tshwane officials were discussing hedging strategies. Mr. Mashishi
once again forwarded the correspondence to you; you then forwarded the
correspondence to Mr. Wood and said: “Pls help craft a good response.”
• On 6 September 2012, you were waiting for the City to deliver a mandate letter for
phase 2 of the debt restructuring initiative and asked Mr. Wood to “help me craft a
convincing email about the urgency of the matter” that you would send the following
morning.
• Later, when Nedbank disputed Prograce’s raising fee, you forwarded their objection to
Mr. Wood, noting: “This needs a proper response.”

14. It is inconceivable that someone once employed as the treasurer of the largest city in
South Africa would be incapable of responding to these issues. Yet it appears that you
relied almost entirely on Mr. Wood to craft your responses to these issues. Please
could you explain why you did this?

On 12 September 2012, you received a mandate letter from the City of Tshwane. The letter is
dated 7 September 2012 and mandates Prograce to proceed with the restructuring of the
City’s long-term debt. With regard to fees, the letter notes: “Pro-Grace Investments have
submitted a report including their professional financial advice regarding the optimal loan
restructuring strategy of the long-term loans as phase 1 and needs now to be implemented by
means of a negotiation process with the relevant lenders as part of phase 2 of the mandate
… It needs to be confirmed that phase 2 will not incur any additional fees over and above
what has already been incurred with the restructuring fees of phase 1 for the City of Tshwane.”
 15. Our interpretation of these paragraphs is that Prograce was not entitled to earn an
additional fee for phase 2 of the debt-restructuring initiative as it had already
received a fee for phase 1. If you disagree with this interpretation please elaborate on
how you interpret these paragraphs with regard to Prograce’s fee.

On 19 September 2012, Prograce and Regiments sign a formal joint venture agreement for the
restructuring of the City of Tshwane’s long-term debt and agreed to split any fees received on
a 50:50 basis.

16. At this point did Prograce inform the City about Regiments’ involvement?

Over the next few months, Regiments and Prograce approached several lenders, including the
DBSA, Absa, Nedbank and RMB, to participate in the debt-restructuring initiative. In several
instances that we know about, Regiments and Prograce spelled out that it expected to be paid
a fee by the lenders. Draft copies of the “Introduction of Derivative Transactions”, similar to
the one signed with Nedbank, were distributed to these lenders.

17. On what basis did Prograce / Regiments feel entitled to extract an additional fee from
the lenders considering that the mandate letter of 7 September 2012 clearly indicated
that Prograce had already received a fee from the City of Tshwane?
18. One Nedbank executive would later call this fee as a “commission” – would you agree
that “commission” or “introduction fee” would be an accurate way to describe it?

On 30 November 2012, Mr. Gebreselasie informed Nedbank that the City of Tshwane had
approved the restructuring of three Nedbank loans and Nedbank’s takeover of two DBSA
loans. He instructed Nedbank to include fees of between 9 and 58 basis points for Prograce /
Regiments in the all-in rate. At this point a dispute arose between you and Nedbank. Some
Nedbank executives insisted the bank could not pay this fee and that all fees would need to
be negotiated and settled between the City and its advisors directly.

19. Did you receive written confirmation from the City that it was satisfied an additional
fee to be rolled into the all-in rate?
20. Who determined the quantum of Prograce / Regiments’ fee? Was this negotiated with
Nedbank or determined by the City?
On 6 December 2012, you sent an email to the City of Tshwane saying: “I have just learned late
this afternoon (after our last meeting with yourselves) that Nedbank is under the impression
that the City of Tshwane (“COT”) will pay directly out of its coffers all applicable fees due to
ProGrace Investments. It appears that Remo Moyo [of Nedbank] was in contact with COT and it
was confirmed to him that COT will pay the service provider, i.e. ProGrace Investments, for its
services.”

This led to further dispute until Tshwane City Manager, Jason Ngobeni, intervened to clarify
that he wished for Prograce’s fee to be included in the all-in rate. However, Mr. Ngobeni also
noted that “the payment of fees for the transaction were expressly excluded for the approval
as the City gave approval for the fees to be paid directly by the bank.”

21. Could you explain how the City had approved Prograce’s fees if, as Mr. Ngobeni says,
this was “expressly excluded” from the approvals it issued? For instance, is there a
set of minutes or council resolution you could point us to which indicates that all
relevant City officials wished for Prograce / Regiments to recover an additional fee
from the bank directly?
22. Considering that the fee would be rolled into the all-in rate paid by the City, it would
appear that the City would pay Prograce / Regiments a fee for phase 2, albeit
indirectly. How do you square this with the mandate letter of 7 September 2012 which
seems to expressly forbid a second fee?

It appears that the Nedbank matter was resolved in Prograce / Regiments’ favour. However, in
January 2013, you informed Nedbank that you wished them to pay the entire fee to Regiments
on the basis that Regiments had already had an agreement in place with Nedbank. Your
proposal was that Prograce would simply recover its portion of the fee from Regiments.

23. To confirm, did Nedbank consent to paying the entire fee to Regiments?
24. This request strengthens the perception that Prograce was merely a front for
Regiments. Would you like to address this?

It is notable that RMB objected to paying a fee to Prograce / Regiments in this manner, citing
administrative burdens and compliance issues. In response, the City objected to paying the
fee directly to Prograce / Regiments, saying that it would create “administrative problems
under the MFMA”.

25. To confirm, did RMB ultimately agree to include a fee for Prograce / Regiments in the
all-in rate or did Prograce / Regiments have to recover the fee from the City directly?
26. If the payments to Prograce / Regiments created administrative problems under the
MFMA, this suggests that the City had not obtained approval for these fees and was
seeking to hide them by asking the lenders to roll them into the all-in rate. Would you
like to offer a different interpretation?
27. Could you indicate how much Prograce / Regiments stood to earn from each of the
five Nedbank transactions as well as the RMB transaction?

We are aware that Regiments received two payments from Prograce in November and
December 2013 totaling just over R3-million. However, we are also aware that between
February 2013 and January 2016, Prograce received roughly R19.6-million from Regiments.

28. Which transaction/s resulted in Prograce paying just over R3-million to Regiments
late 2013?
29. Which transaction/s resulted in Regiments paying roughly R19.6-million to Prograce
between February 2013 and January 2016?
30. To date, how much has Prograce earned from its partnership with Regiments?
31. The maturity dates contained in a spreadsheet prepared by Regiments indicates that
payments on the Tshwane swaps are due to continue until 2023 on some of these
transactions. To confirm, is Prograce and/or Regiments still receiving payments from
Nedbank for transactions involving the City of Tshwane?
32. In general, there appears to be a pattern of Regiments playing the role of an advisor,
and then profiting off the execution of its own advice. In 2012, Regiments – despite
having no official appointment – earned fees as both an advisor to the City of Tshwane
and as debt restructuring agent. As both a current and former government official do
you believe that this apparent “double-dipping” is improper?
33. Before accepting the appointment as the non-executive chair of City Power, did you
disclose your prior relationship with Regiments and did you disclose that you
continue to earn fees from your dealings with the City of Tshwane and Regiments? If
so, to whom did you make this disclosure?
We appreciate that we have posed a large number of questions about transactions that date
back eight years or more. As such, we would like to propose a deadline of the close of
business on Monday 24 August.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist
 28 August 2020

Dear Mr. Morudu,

SUBJECT: Written response on behalf of Mr. William Mathamela (dated 27 August 2020)

Thank you for responding on Mr. Mathamela's behalf.

With regard to TLD Mining, we feel that you have not addressed the central allegation: That
Regiments promised to invest in TLD Mining as a favour or benefit to Mr. Mathamela, and not
as a favour to Mr. Dipico whom they did not know and had never met. We have noted your
response that Mr. Mathamela denies that he was an investor or had any “official
involvement” in TLD Mining. However, Mr. Dipico is insistent that Mr. Mathamela stood to
benefit from the investment made by Regiments. We encourage you to address this point.

We also feel that you have still not explained what Mr. Mathamela’s role was or why
correspondence was addressed to Mr. Mathamela, and why TLD was referred to as his
company. When we asked Mr. Mathamela this question during our phonecall, his response
was: “The guy was in Kimberley and I was closer.” It is important to point out, however, that all
correspondence was sent over email and both the mining consultant preparing the
prospecting right application and the regional office of the DMR are based in Kimberley. We
encourage you to address this point.

It is also not clear from your letter what the connection is between Mr. Mathamela’s loan to Re
A Kgona and TLD Mining (paragraphs 4.2 and 4.3). Our understanding is that the loan was
made several years later – around 2015 – and that it has been partly repaid. We encourage you
to provide more clarity on this point.

It is also unclear why your client is “severely constrained” (paragraph 4.3) from answering our
questions on TLD Mining; as far as we can establish from your letter, your client has not
instituted legal proceedings against Mr. Dipico. Could you explain in what way your client is
constrained or prevented in any way from responding?

We also note that you have also not responded to questions 4, 5 and 6, which deal with Mr.
Mathamela's failure to declare a conflict of interest. So that there is no room for
misunderstandings, can we confirm that Mr. Mathamela did not declare his association with
TLD Mining and any connection with Regiments to the City of Johannesburg and did not
declare a conflict of interest or recuse himself from the Sinking Fund risk committee or the
bid evaluation committee that awarded erf 575 to the Regiments consortium?

With regard to the City of Johannesburg interest rate swap (paragraphs 4.6 and 4.7), we are
aware that Mr. Mathamela left the City at the end of June 2009. However, the proposal to enter
into the swaps was presented to Mr. Mathamela on 23 June 2009 and the official document,
entitled "Memorandum ... to cede interest rate swaps" was signed by Mr. Mathamela on 30
June 2009. The first step of the transaction, whereby the swaps were ceded to the City’s
Sinking Fund was executed on 30 June 2009. We encourage you to respond to these
questions.

We note your description of Regiments as a “sub-contractor” (paragraph 4.9). It is therefore

even more surprising that your client would rely so heavily on Regiments, a mere sub-
contractor, to provide expert advice, take decisions on a project and draft responses to
emails. We encourage you to address this point.

With regard to the identity of Mr. Gebreselasie's employer (paragraph 4.12), we have seen at
least two Prograce proposals that were given to the City of Tshwane which include a detailed
employment history for Mr. Gebreselasie; both documents fail to mention that he was
employed by Regiments. We encourage you to address this point.

With regard to Prograce’s fee on the City of Tshwane long-term debt restructuring initiative,
we would like to draw your attention to the following points:

• We are aware that Prograce’s original proposal to the City of Tshwane included a fixed
fee for phase 1 and a performance-based fee for phase 2. But we are also aware that
the City rejected this proposal.
• The 7 September 2012 mandate letter does not, as you suggest, state that the cost for
phase 2 would need to be confirmed. The letter states: “It needs to be confirmed that
phase 2 will not incur any additional fees...”. It therefore appears that the City was
operating from the assumption that there would be no additional costs.
• If, as you claim, there was no resolution on the question of costs, could you point us to
an additional mandate or council resolution where the City agreed that the Prograce
was entitled to earn an additional fee from the City?
• We have not seen a copy of the council resolution of 29 November 2012, but Mr.
Ngobeni’s email of 7 December 2012 states that “the payment of fees for the
transaction were expressly excluded for the approval as the City gave approval for the
fees to be paid directly by the bank”. This suggests that the council was under the
impression that the City would not be liable for additional fees, which is consistent
with the position in the 7 September 2012 mandate letter.
• Instead it appears that the council was presented with the renegotiated rates without
being told that the lenders had offered lower rates and but that some of these had
been adjusted upwards in order to included R36.6-million in fees for Prograce and
Regiments.
• You have described these fees as “commissions” or “consultancy fees” paid by the
lenders for referring new business to the lenders (paragraph 4.18 and 4.19). However, it
appears that when Nedbank officials said that the bank’s internal policies did not
allow commissions to be paid, there was an attempt by Prograce and City officials to
recharacterise the fees as the City’s advisory fees that were being rolled into the all-in
rate. We put it to you that both Prograce and City officials knew that this was
misleading as the City had not given any approval for additional advisory fees to be
paid.
• In our assessment, the end result is:
o The City paid roughly R36.6-million more than it should have to restructure the
loans.
o These excess fees were diverted to Prograce and Regiments seemingly without
Council’s knowledge, in contravention of either the Council’s approvals (in the
case of these being the City’s advisory fees) or in contravention of Nedbank’s
internal policies (in the case of these being commissions).
o This also exposes a fundamental conflict of interest in that Prograce and
Regiments advised the City to restructure its loans and selected the new
lenders and rates, knowing that Prograce and Regiments had been enticed
with commissions from specific lenders. The fact that Standard Bank objected
to not being given an opportunity to quote suggests that Prograce and
Regiments did not deal with all lenders fairly.
You have referred (paragraph 4.20 and 4.21) to an approval documents dated 8 March 2013.
The portion you have quoted does not appear to constitute an approval for these specific
transactions. Could you provide us with a copy of this document?

With regard to Question 23, we have since established that Prograce invoiced Regiments for
its portion of the City of Tshwane loan restructuring fees, which was on-paid by Regiments to
Prograce. Therefore, we consider this question resolved unless you wish to dispute this.

Paragraph 4.24 of your letter refers to “annexure A”, which is not attached.

You have not answered questions 28 to 33, specifically you have not indicated whether your
client disclosed his relationship with Regiments Capital before he was appointed as the
chairman of City Power. You have also not disclosed whether your client continues to earn
fees from the City of Tshwane transactions and/or Regiments. We encourage you to address
these issues.

With regard to your statements about incomplete answers, Mr. Mathamela previously
requested an extension, which by mutual agreement was set for midday on Wednesday 26
August. It is unclear why you deem the answers you have provided to be “incomplete” or what
additional information you wish to provide. Despite this, we are happy to grant your client an
extension until midday on Tuesday 1 September to come back to us on any outstanding
issues. We will, however, treat the answers you have already provided and any additional
responses as your clients’ on-the-record responses.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist
 Susan Comrie <susanc@amabhungane.org>

RE: WILLIAM MATAHMELA AND PRO-GRACE INVESTMENTS CC in re: REQUEST

FOR COMMENT REGARDING RELATIONSHIP WITH REGIMENTS CAPITAL (PTY)
LTD
Kgomotso Morudu <kgomotso.morudu@apaa.co.za> 3 September 2020 at 22:13
To: Susan Comrie <susanc@amabhungane.org>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>

Dear Sirs,

The above matter, together with our correspondence dated 2 September 2020, refers.

In that our Client has now furnished your offices with the extent of his recollection of the various matters in respect of which
your offices made queries, our Client now requests that he be furnished with a copy of the finalised report prior to its
release and/or publication, such that our Client may inter alia verify the accuracy of your offices’ report on our Client’s
advices.

Please note that to the extent that your offices may refuse to accede to this reasonable request and further that your
offices, having refused our Client’s request, may cause our Client to suffer harm by publishing an inaccurate account of our
Client’s advices (whereas same could have been avoided by your offices acceding to our Client’s request), our Client’s
rights to seek the appropriate relief against your offices, are strictly reserved in toto.

We trust that you will find the above to be in good order and await your response hereto.

As far as may be necessary, our Client’s rights remain strictly reserved in toto.

Regards,

 
 ANDRE PIENAAR AND ASSOCIATES

16.2. to some extent and for some or other undisclosed premise, that Regiments
Capital was not fit to the task of providing “expert advice” to our Client in
the pursuit of the execution of our Client’s mandate.

17. Whilst our Client could very easily join your offices in churning up vitriol on matters
that our Client is not properly versed in, it is not our Client’s intention to demean
himself by engaging your offices or any other person for that matter, in such
fruitless banter.

18. Notwithstanding the above, our advices per our correspondence under your
offices’ reply are reiterated in that inter alia:

18.1. Regiments Capital was appointed by our Client as its subcontractor in

respect of the tender which our Client was awarded to address the
contemplated loan restructuring for the City of Tshwane Metropolitan
Municipality (“COT”);

18.2. as your offices no doubt are aware, Mr Gebreselassie in fact is/was in the
employ of Regiments Capital; however,

18.3. in that Regiments Capital was a sub-contractor of our Client, to the extent
that Mr Gebreselassie would have represented to be in the employ of
Regiments Capital whilst attending to work which was assigned to our
Client, same no doubt would have caused confusion in various
stakeholders. Notwithstanding the aforegoing and noting that Regiments
Capital was under the sub-employ of our Client (who held the tender for
the relevant services and therefore was the expected point of call and
contact for various other stakeholders), it seems to our Client to be
common and understandable for Mr Gebreselassie to not present himself
as an employee of Regiments Capital in order to avoid brand confusion
between Regiments Capital and Pro-Grace (“Pro-Grace”).

Page 9 of 17
 Susan Comrie <susanc@amabhungane.org>

RE: WILLIAM MATAHMELA AND PRO-GRACE INVESTMENTS CC in re: REQUEST

FOR COMMENT REGARDING RELATIONSHIP WITH REGIMENTS CAPITAL (PTY)
LTD
Kgomotso Morudu <kgomotso.morudu@apaa.co.za> 4 September 2020 at 17:22
To: Susan Comrie <susanc@amabhungane.org>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>

Dear Sirs,

The above matter, together with your below mail refers.

Whilst we note the contents of your below mail and respect the internal policies of your offices, we must necessarily insist
that the application thereof must be such that the rights of individuals such as our Client are not infringed.

Naturally, our Client implores your offices to furnish our Client with a copy of the article prior to the publishing thereof, for
reasons already stated in our mail under your reply.

Regardless, and in the same light of our Client’s insistence that your offices source all the relevant documentation
pertaining to the various matters raised by your offices, (at least insofar as our Client is concerned), your offices’ attention
is drawn to the City of Tshwane Council Report with reference ST B12/23-ST/F/9/8/2, dated 28 February 2013. More
acutely, your offices’ attention is drawn to Annexures A, B and C thereto, but in more detail, annexures B and C which
pertain to Nedbank as a lender to the City of Tshwane pursuant to the restructuring exercise.

Please note that in the event that your offices may proceed to prepare and publish your offices’ report without due regard
to the aforementioned report, and further proceed to publish a report with regard to our client that does not accurately relay
the facts as evidenced by the information furnished to your offices by our Client such that our Client suffers harm as a
result thereof, our Client’s rights to proceed litigiously against your offices are strictly reserved.

We trust that you will find the above to be in good order and that this now addresses your offices’ queries with regard to the
restructuring exercise.

As far as may be necessary, our Client’s rights remain strictly reserved in toto.

Regards,

 
 

From: Susan Comrie <susanc@amabhungane.org>

Sent: 04 September 2020 10:11
To: Kgomotso Morudu <kgomotso.morudu@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>
Subject: Re: WILLIAM MATAHMELA AND PRO-GRACE INVESTMENTS CC in re: REQUEST FOR COMMENT
REGARDING RELATIONSHIP WITH REGIMENTS CAPITAL (PTY) LTD

Dear Mr. Morudu,

Thank you for your letter (dated 2 September 2020) and your email (dated 3 September 2020).

Please note that it is not our policy to distribute copies of our stories before the publication date.

We will come back to you to clarify any points of your 2 September letter that are not clear.

Kind regards,

Susan Comrie

amaBhungane Centre for Investigative Journalism

074 713 5558

susanc@amabhungane.org

@sajournalist

[Quoted text hidden]

 Susan Comrie <susanc@amabhungane.org>

RE: WILLIAM MATAHMELA AND PRO-GRACE INVESTMENTS CC in re:

REQUEST FOR COMMENT REGARDING RELATIONSHIP WITH
REGIMENTS CAPITAL (PTY) LTD
Susan Comrie <susanc@amabhungane.org> 7 September 2020 at 13:26
To: Kgomotso Morudu <kgomotso.morudu@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>

Dear Mr. Morudu,

Thank you for your email.

We have located the minutes of the Council meeting - held on 28 February 2013 - which dealt with
submission ST B12/23-ST/F/9/8/2. The minutes do not deal with the question of fees but, as suggested,
we have requested a copy of the underlying report and its annexures.

We will come back to you to clarify any outstanding issues.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist

[Quoted text hidden]

 Susan Comrie <susanc@amabhungane.org>

REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575

SANDOWN
Susan Comrie <susanc@amabhungane.org> 14 September 2021 at 15:32
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Dear Mr. Pienaar,

Thank you for getting in touch.

I am aware that your firm acts for Mr. Mathamela. You may recall that we engaged extensively with your
firm in August 2020 - Mr. Morudu will have copies of all the correspondence. These issues were
canvassed with your client at the time, and your firm provided lengthy responses. If you feel that these did
not adequately address all of the issues surrounding TLD Mining, the Regiments Kgoro consortium and
Mr. Mathamela's participation on the bid evaluation committee, you are welcome to send us additional
comments on behalf of your client.

It is also not clear to me why you regard the directors of Regiments as "third parties" whose version of
events would be "less reliable" than your client's. Both Mr. Nyhonyha and Mr. Wood were directly involved
in these issues and we have a duty to seek their comment.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist

[Quoted text hidden]

 21 September 2021

Dear Mr. Pienaar,

SUBJECT: Regiments Kgoro Consortium and the acquisition of erf 575 Sandown

Thank you the feedback in your letters dated 14 and 16 September 2021, and for the offer to

continue engaging on these issues.

We are satisfied that we have put these issues to your client, and that he has responded and

provided his version of events. However, you appear to disagree and have requested that we

put the issues to your client in the same manner that they were put to the directors of

Regiments (see below).

Please be assured that if any of the parties make statements that require your client’s response,

we will provide your client with an opportunity to comment and provide input before we

publish any article.

Regiments’ acquisition of erf 575

In June 2008, the City of Johannesburg issued a request for proposals seeking proposals to

develop erf 575 Sandown. The deadline for submissions was September 2008. The Regiments

Kgoro consortium was awarded the transaction in December 2008. Evidence suggests that the

decision to award the contract to the Regiments Kgoro consortium was influenced – or at least

tainted – by payments that Regiments made or promised to make for the benefit of your client,

Mr. William Mathamela, the then treasurer of the City of Johannesburg and a member of the

Bid Evaluation Committee that recommended Cedar Park win the tender. We have taken note

of your / your clients’ previous responses to us on these issues. However, we also draw your

attention once again to the following evidence:

On 6 August 2008, Mr. Mathamela received a letter from Lute Mining, a company he had

appointed to fulfil the role of competent person for TLD Mining in its bid to acquire two mining

rights in the Northern Cape. The letter requested “proof of availability of funds”, a required

part of TLD’s prospecting rights application. Mr. Itumeleng Lute noted: “It would be desirable

to provide proof of availability or commitment of an amount of at most R900,000 per project,

which must be provided separately for each prospecting right application. The Financial

Competence can be in the form of a bank guarantee letter, cash or audited financial statement

backed by a company resolution from the sponsor supporting a [sic] committing the

aforementioned amount on the various projects.”

The following day, Mr. Mathamela received a coy email from Mr. Wood: “Calvin mentioned

that you wanted to drop us an email, I have not yet received anything so just thought to drop

you a line in case you didn’t have my address.” (Calvin is a reference to Mr. Calvin Sehlapelo, a

Regiments employee.)

The following day, 8 August 2008, Mr. Mathamela forwarded Mr. Lute’s letter to both Mr.

Wood and Mr. Pillay, saying: “Please find attached request from the mining consultant relating

to financial support as part of the requirements for prospecting rights.”

Roughly an hour later, Regiments’ chief financial officer Mr. Tebogo Leballo responded to Mr.

Mathamela, providing him with two financial competence letters as well as a copy of

Regiments’ annual financial statement. The letters stated that Regiments had agreed to invest

R900,000 in each of the proposed prospecting sites for which TLD Mining was applying.

Less than a month later, the bids closed for the Sandown property. On 19 December 2008, Mr.

Mathamela participated in the bid evaluation committee where the Regiments’ consortium was

selected as the winning bidder. Mr. Mathamela did not declare a conflict of interest nor recuse

himself from the meeting.

We are further aware that, in February 2009, Regiments made two payments of R20,000 each

to the Department of Mineral Resources and Energy’s (DMRE) designated trust account, and

referenced these as “Mining Rights”. We have established that these payments related to

prospecting rights NS/30/5/1/1/2/0838PR and NS/30/5/1/1/2/0839PR, which were awarded to

TLD Mining. Mr. Wood forwarded the proof of payment to Mr. Mathamela with the message: “I

have attached the requested proof of transfer.”

1. We put it to you that the average reader is likely to conclude that Regiments had a

corrupt relationship with Mr. Mathamela and that Regiments’ promise to fund TLD

Mining’s prospecting rights influenced Mr. Mathamela’s judgement when he evaluated

the bids for erf 575. What is your response to this allegation?

2. This appears to form part of a pattern of Regiments offering or making undue

payments to politically-connected individuals or those in positions of authority, and

later leveraging these relationships for Regiments’ financial gain. What is your response

to this allegation?

3. We have previously canvassed these issues with your client and have taken note of his

responses. Is there any additional context or comment that your client would like to

add?

It would be greatly appreciated if you could send us your responses by the close of business

on Monday 27 September; however, you are also welcome to request an extension.

Kind regards,

Susan Comrie

Investigative Journalist

amaBhungane Centre for Investigative Journalism

074 713 5558

susanc@amabhungane.org
 Susan Comrie <susanc@amabhungane.org>

REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575

SANDOWN
Nadia Johnstone <nadia.johnstone@apaa.co.za> 27 September 2021 at 15:54
To: Susan Comrie <susanc@amabhungane.org>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Dear Susan,

The above matter, together with your below mail, refers.

We thank you for the below questions posed by your offices in respect to our Client, which questions our
Client is in the process of considering and providing written responses to.

In so doing, and as your offices can no doubt appreciate, our Client has had to engage with various third
parties in order to secure the documentation and information relevant to the questions posed, necessary to
respond adequately to same, and in order to be able to verify the information to be contained in his
responses.

However, and notwithstanding our Client’s best efforts prior to dispatching this mail, our Client still awaits
various documentation and information, given inter alia that:

1. the time which has elapsed since the inception of the matter (being approximately 13 years),
the facts and documents which support same must be obtained by our Client from various third
party archives;

2. much of the information and documentation necessary to corroborate the facts as aforesaid,
requires the cooperation of various third parties (many of whom similarly need to obtain historical
information and/or documentation).

Therefore, and whilst our Client attends to the above, our Client kindly requests your offices’ patience as he
answers the questions as comprehensively as possible. Tentatively, our Client advises that he shall
endeavour to respond to the below within 2 weeks of the date hereof.

Should your offices be unable due to time constraints (or unwilling) to indulge our client, in order to ensure
that the information which you publish is accurate, comprehensive and supported by evidence, then our
client requests that you at least agree to a supplementation of your publication in due course, alternatively a
future right of reply.
We look forward to your response hereto.

Our Client’s rights remain reserved.

Yours Faithfully,

From: Susan Comrie <susanc@amabhungane.org>

Sent: Tuesday, 21 September 2021 11:00
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>; Kgomotso Morudu <kgomotso.morudu@apaa.co.za>;
Sam Sole <Sams@amabhungane.org>
Subject: Re: REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575 SANDOWN

Dear Mr. Pienaar,

Please accept my apologies for the delay in responding to you - we were wrapping up another story.

As requested, please find attached additional questions for your client, Mr. William Mathamela. It would be
greatly appreciated if you could come back to us by the close of business on Monday 27 September.

Kind regards,
 Susan Comrie <susanc@amabhungane.org>

REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575

SANDOWN
Susan Comrie <susanc@amabhungane.org> 27 September 2021 at 19:04
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Hi Nadia,

Thanks for taking my call.

As discussed, I'm not opposed to granting a reasonable extension but I'm reluctant to simply grant a two
week extension without knowing any specifics of who the third parties are, what information and
documents Mr. Mathamela is trying to secure and why that process is likely to take two weeks. What I
would suggest is that we extend the deadline until midday on Friday 1 October, and if Mr. Mathamela is
willing to provide details about who he is consulting and which documents he is attempting to secure, then
we can have another discussion.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist

[Quoted text hidden]

 Susan Comrie <susanc@amabhungane.org>

REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575

SANDOWN
Nadia Johnstone <nadia.johnstone@apaa.co.za> 29 September 2021 at 13:23
To: Susan Comrie <susanc@amabhungane.org>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Dear Susan,

1. The above matter, together with your below mail and the phone call between ourselves mentioned
therein, refers.

2. As advised, our Client is in the process of engaging with:

3. third parties (all of whom he has had to reply on to respond timeously or at all);

4. institutions which he engaged and/or was involved with (which, again, he has become reliant on to
respond timeously or at all),

5. all of which has required a substantial amount of effort on the part of our Client and that various
archived and historical records and/or documentation be produced. In the circumstances, it’s plain
why the process can reasonably take two weeks (if not longer).

6. Notwithstanding, and for your edification our Client advises as follows:

6.1. our Client is presently, inter alia, interrogating the timeline of events suggested by your offices
in its various correspondences;

6.2. in so doing, our Client has succeeding in retrieving the attached document, from which your
offices shall note that:

6.3. the declaration is dated 27 November 2008;

6.4. the sole conclusion to be drawn from the above fact is that:
 6.4.1.the casual introduction of friends by our Client as referred to in your correspondence
pre-dates our Client’s involvement with the deal in question;

6.4.2.our Client’s appointment as an adjudicator was not within the knowledge of any of
the parties at the time of the introduction which occurred in August of that same year
(being approximately 3 months prior);

6.5. moreover, our Client continues to embark on fact-checking certain averments in your offices’
correspondence as, on the face of it, it would appear that these averments are incorrect;

6.6. therefore, our Client shall continue to obtain the necessary facts and supporting documents
herein, which process our Client trusts that your offices shall respect by refraining from imposing
arbitrary times lines which may negate the outcome of such enquiry.

7. Our Client reiterates his advices that he requires at least two weeks to attend to the above and shall
therefore continue to endeavour to the best of his abilities to ensure that the facts of the matter may
be reported by your offices.

8. In the interim, our offices repeat for the sake of clarity and avoidance of doubt that, should your
offices be unable due to time constraints (or unwilling) to indulge our client, in order to ensure that the
information which you publish is accurate, comprehensive and supported by evidence, then our client
requests that you at least agree to a supplementation of your publication in due course, alternatively
a future right of reply.

9. Our Client’s rights are strictly reserved in toto.

Yours Faithfully,
From: Susan Comrie <susanc@amabhungane.org>
Sent: Monday, 27 September 2021 19:05
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>; Kgomotso Morudu <kgomotso.morudu@apaa.co.za>;
Sam Sole <Sams@amabhungane.org>
Subject: Re: REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575 SANDOWN

Hi Nadia,

Thanks for taking my call.

As discussed, I'm not opposed to granting a reasonable extension but I'm reluctant to simply grant a two
week extension without knowing any specifics of who the third parties are, what information and documents
Mr. Mathamela is trying to secure and why that process is likely to take two weeks. What I would suggest is
that we extend the deadline until midday on Friday 1 October, and if Mr. Mathamela is willing to provide
details about who he is consulting and which documents he is attempting to secure, then we can have
another discussion.

Kind regards,

[Quoted text hidden]

[Quoted text hidden]

PHOTO-2021-09-28-11-11-17.jpg
88K
 Susan Comrie <susanc@amabhungane.org>

REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575

SANDOWN
Susan Comrie <susanc@amabhungane.org> 30 September 2021 at 11:22
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Hi Nadia,

Thank you for the feedback. We will add it to the responses Mr. Mathamela has already provided.

With regard to the timing of events, we draw your attention to the following:

Bids for erf 575 had already opened by the time Regiments provided your client with the written
offers to fund TLD Mining.
We note your client's description of his involvement as nothing more than a "casual introduction of
friends", but remind you that Mr. Dipico disagrees with this claim, and the written evidence suggests
that Mr. Mathamela was more intimately involved.
We also remind you that your client sat on the risk committee that oversaw Regiments' lucrative
existing contract with the city, i.e. the management of the sinking fund.
It is possible that Regiments was unaware that Mr. Mathamela would sit on the bid evaluation
committee for erf 575 when it provided a R1.8-million financial commitment to your client, but it was
aware that your client had influence over Regiments' current and potential future contracts with the
city.
By your own admission, your client, knowing this, approached Regiments to invest in TLD Mining,
which he describes as a friend's business.
As soon as the approach was made, your client was conflicted. He was required by law to declare
that conflict, which he failed to do. He was likewise required to recuse himself from the bid
evaluation committee for erf 575, which he failed to do.

With regard to your request for a two week extension, as I have previously said, if Mr. Mathamela is willing
to provide details of who he is consulting, which documents he is attempting to secure and why this
process will take two weeks, then I am happy to continue the conversation. To date, however, you have
not provided us with that information. I would also remind you that we raised these issues with your client
more than a year ago, and the facts of the matter have not changed since then. Your client has therefore
had ample time to source the necessary documents and feedback from individuals.

What I would suggest is that you send us your final response by 9am on Wednesday 6 October. This will
give you an opportunity to respond to the bulletpoints above, if you feel it necessary to respond, and to
prepare any final comments on the issues we have raised. We will, of course, read and consider any
correspondence that we receive. But we cannot provide any undertakings as to our publication schedule
or the publication of future right of replies.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist










7 October 2021

Dear Mr. Pienaar,

SUBJECT: Regiments Capital and the acquisition of erf 575, Sandown

Having gone over all of the letters you have sent on behalf of Mr. William Mathamela,
there are some statements and issues that require further clarity, specifically:

In your most recent latter (dated 6 October 2021), you describe Mr. Mathamela’s
involvement with TLD as an “introduction ... between friendly parties without any further
implication or inference which could be drawn from such introduction".

Similarly, you said: “the supposed ‘relationship’ can be summarized as a friendly

introduction of parties, having similar goals, by our Client” and “Our Client was merely a
party who recognised synergy between the aforementioned entities and therefore made
the casual introduction, not knowing the exact nature of the effect(s) that such
introduction could have.”

However, the available evidence does not support the claim that Mr. Mathamela’s
involvement was limited to a “casual introduction”. Having supposedly made a casual
introduction between the parties, Mr. Mathamela did not step away and allow the parties
to come to an independent, commercial agreement, as one would expect. Instead he
remained intimately involved in TLD and Regiments’ business relationship:

• In August 2008, he acted as a go-between, forwarding the request from Mr.

Itumeleng Lute to Regiments, and describing it as the “request from the mining
consultant relating to financial support as part of the requirements for prospecting
rights”.
• Instead of providing the financial competency letters to either Mr. Lute or TLD
Mining, Regiments provided them to Mr. Mathamela.

• Similarly, in February 2009, Regiments emailed Mr. Mathamela proof that it had
made two payments of R20,000 to the Department of Minerals and Energy
(DME), presumably on behalf of TLD Mining.
• In his email, Mr. Eric Wood described the attached as “the requested proof of
transfer”, suggesting that Mr. Mathamela had requested the proof of transfer.
• In May 2009, a Regiments employee, Mr. Joel Buatre, emailed Mr. Mathamela a
draft Memorandum of Understanding which set out the proposed joint venture
between TLD Mining and Regiments Capital.
• In his email to Mr. Mathamela, Mr. Buatre wrote: “Attached please find the MoU
as per your discussions with Eric. Please fill in the necessary areas and where
clarity is needed please do not hesitate to consult me.”
• It should be noted that this was almost a year after Mr. Mathamela’s “casual
introduction”. Mr. Mathamela was still an employee of the City of Johannesburg
and yet, according to Mr. Buatre, Mr. Mathamela had met with Mr. Wood to
discuss the TLD / Regiments joint venture and was being asked to complete the
outstanding information on the joint venture agreement. There is no indication
that any of the email recipients – including Mr. Mathamela or Mr. Wood (who was
forwarded the email) – disputed Mr. Buatre’s statement or request.
• In February 2010, the DME wrote to Mr. Tebogo Dipico requesting outstanding
information in order to finalise TLD’s application for prospecting rights, including
“A project specific letter from the financier, accompanied by either 3 month
stamped bank statement[s] or recent audited financial statements.”
• Once again, Mr. Dipico did not liaise directly with Regiments but faxed the
request to Mr. Mathamela, who in turn forwarded it to Mr. Wood and made the
following request: “Hi Eric, Please can you action the three month bank
statements urgently”.
• It should also be noted that we have seen no evidence that Regiments
communicated directly with Mr. Dipico; there is also no indication that Regiments
took any of the normal steps to assess a joint venture with TLD as a purely
commercial investment: the signing of non-disclosure agreements, the exchange
of project proposals, due diligence on the directors / members, and negotiations
around the joint venture agreement.

In short, this is not consistent with your claim that Mr. Mathamela had done nothing
more than make a “casual introduction” between parties.

When we initially asked Mr. Mathamela why the letter from Mr. Lute was addressed to
him, using his City of Johannesburg office address, the only explanation he offered was:
“The guy was in Kimberley and I was closer.” As we have previously pointed out, all the
correspondence was emailed or fax, and if any documents were required in hard copy it
would have made far more sense for Mr. Dipico (who was in the Northern Cape) to
provide them to Mr. Lute (who was also in the Northern Cape) and who would submit
the application to the Northern Cape office of the DME.

Instead, the evidence is far more consistent with Mr. Dipico’s claim that it was intended
Mr. Mathamela would benefit from the TLD / Regiments project but that he would only
formally get involved at a later stage. Specifically he told us: “It's quite strange that
William is diverting from the main issue that, his relationship with TLD Mining, he
arranged for that Financial Competency letter from Regiments, with the understanding
that he will get a stake in TLD, that wasn't a favour.”

Mr. Dipico also told us that he never engaged directly with Regiments, and that all
communication with Regiments went through Mr. Mathamela. This appears consistent
with the available evidence.

1. To date, neither you nor Mr. Mathamela has provided an explanation for why he
continued to be involved in TLD and Regiments’ relationship for at least 18 months
after making a “casual introduction” between the parties. Would you like to offer one
now?
2. The fact that all communication went through Mr. Mathamela, that Mr. Mathamela
seemingly requested proof of payments from Regiments, that Mr. Mathamela held
discussions with Mr. Wood about the joint venture, that Mr. Mathamela was asked to
complete details in the joint venture agreement on behalf of TLD, and that Mr.
Mathamela asked or instructed Regiments to provide bank statements for TLD’s
benefit, is inconsistent with your claims that the relationship can be summarised as
nothing more than “a friendly introduction of parties”. Please comment.

3. The evidence presented above is far more consistent with Mr. Dipico’s claim that Mr.
Mathamela was intended to benefit from the TLD / Regiments relationship and that
Mr. Mathamela “arranged for that Financial Competency letter from Regiments, with
the understanding that he will get a stake in TLD”. Please comment.
4. From your correspondence, it is also clear that Mr. Dipico and Mr. Mathamela were
business associates and had, to some extent, an intertwined financial relationship. It
therefore seems more accurate to say that Mr. Mathamela introduced Regiments to
his business associate. Please comment.
5. Would you like to offer any additional comment on the points raised above?

It would be greatly appreciated if you could send us your comments by 12pm on Monday
11 October.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org

 Susan Comrie <susanc@amabhungane.org>

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Nadia Johnstone <nadia.johnstone@apaa.co.za> 11 October 2021 at 11:13
To: Susan Comrie <susanc@amabhungane.org>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Dear Susan,

The above matter, together with your below mail, refers.

Our offices have now taken instructions from our Client and are therefore in the process of drafting a
response to the below.

Therefore, and while we may endeavour to respond to the below today, it shall not be possible to respond
thereto by 12pm as imposed by your offices.

Should the above in any manner impact our Client and/or there be any specific reason for the 12pm
deadline being imposed, we ask that your offices immediately notify our offices thereof. We pause here to
remind your offices that, had your offices initially provided our Client with complete questions (as opposed to
questions posed in a piecemeal fashion), this repetitive back-and-forth would not be necessary.

In the absence thereof, we trust that no publication of any sort shall take place without our Client’s
knowledge and/or his right of reply being duly exercised and/or our Client’s reply thereto being similarly
published.

Our Client’s rights remain reserved.

Yours Faithfully,
 Susan Comrie <susanc@amabhungane.org>

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Susan Comrie <susanc@amabhungane.org> 11 October 2021 at 15:14
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Dear Nadia,

You are welcome to take until the close of business tomorrow (5pm Tuesday 12 October) to send us your
client's response.

We cannot, however, make the undertakings you have requested in your final paragraph, i.e. informing
your client if/when we intend to publish, and publishing your client's full right of reply. We encourage your
client, as always, to take advantage of the right of reply that we have offered and will, of course, reflect his
position on the issues in any article we publish.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist

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 Susan Comrie <susanc@amabhungane.org>

REGIMENTS KGORO CONSORTIUM AND THE ACQUISITION OF ERF 575

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Susan Comrie <susanc@amabhungane.org> 13 October 2021 at 12:11
To: Nadia Johnstone <nadia.johnstone@apaa.co.za>
Cc: Andre Pienaar <andre.pienaar@apaa.co.za>, Kgomotso Morudu <kgomotso.morudu@apaa.co.za>, Sam
Sole <Sams@amabhungane.org>

Dear. Mr. Pienaar and Ms. Johnstone,

Thank you for the detailed response.

Could you clarify what you're referring to in points 8.6 and 8.7? I don't have any record of the signed
agreement - I assume this is the joint venture agreement between Regiments Capital and TLD Mining?

With regard to point 8.9, could you confirm when this meeting took place? I spoke to Mr. Dipico, but he
does not recall any such meeting.

Kind regards,

Susan Comrie
amaBhungane Centre for Investigative Journalism
074 713 5558
susanc@amabhungane.org
@sajournalist

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