THE FOUNDER’S PUBLIC RECORD & RESPONSES - TRANSPARENCY • ACCOUNTABILITY • INDEPENDENT VERIFICATION • AUTHENTICITY

N!xau Kealeboga Gift Mogapi - Group Founder and Executive Chairman - N!xau Holdings

This article is my personal account of matters that have been reported publicly and remain disputed. It is not a court judgment, a regulatory finding or an invitation to attack any person, journalist or institution. Where I refer to allegations, they remain allegations unless established by a competent authority. Where an official order or finding exists, the exact wording of that record must prevail over my interpretation or anybody else’s. N!xau Holdings welcomes evidence-based corrections and meaningful rights of reply.

WHY I HAVE CHOSEN TO PUBLISH THIS RECORD

We live in an age in which a person’s name may arrive in a boardroom before that person does. Search engines, social media posts and archived news reports can shape an opinion long before a conversation begins. I understand, therefore, that prospective partners, investors, employees, journalists and members of the public may search my name before deciding whether to engage with me or with the companies I lead.

I have chosen not to hide from that reality. I have also chosen not to pretend that difficult chapters in my personal, public and business life never happened. This record exists because leadership that asks to be trusted must be willing to be questioned, examined and verified.

I do not claim to be perfect. Some of the ventures with which I have been involved encountered serious disputes, financial pressure, delayed implementation, breakdowns in relationships and failures of communication. There were occasions when I became defensive, frustrated and responded with anger. There were ambitions I communicated way before every supporting structure had been secured, and there were people who felt disappointed, unheard or aggrieved. I must account for those realities honestly.

At the same time, accountability does not require me to accept every allegation as true. A damaging accusation does not become a fact merely because it has been repeated, indexed by a search engine or published by a recognized media organization. My responsibility is to acknowledge what occurred, answer what has been alleged, identify what I dispute and place the relevant documents before an independent forum wherever possible.

This is my consolidated response in this regard.

NOTWANE FOOTBALL CLUB: OWNERSHIP, ADMINISTRATION AND FINANCIAL DISPUTES

In July 2013, GMG Global Investments entered into a transaction concerning Notwane FC (Pty) Ltd. The acquisition was publicly announced, and contemporary reporting described GMG as holding 80% of the club, with a remaining interest reserved for others. My own published account has been that GMG acquired 100% of the shares, with 20% earmarked for later sale to registered Notwane supporters. That apparent difference should not be settled through slogans from either side; it should be resolved by the signed Share Purchase Agreement, the corporate register and the complete records of the transaction.

My objective was to help transform Notwane into a professionally managed football and commercial brand. The club recruited experienced professionals, including coach Simon Ngomane and players Benedict “Tso” Vilakazi and Manqoba “Shakes” Ngwenya from South Africa, a first for Botswana back then. I pursued stronger contracts, commercial partnerships and a more sustainable model for professional football. I also took firm positions within football administration on the adequacy of sponsorship and the financial needs of clubs. Those decisions attracted both support and opposition.

Media reports later alleged unpaid salaries and accommodation, a dishonoured cheque, disputes over gate takings, and that I had disappeared while the club was in distress. I deny stealing gate takings or deliberately abandoning the club. At the time, I explained that an urgent family matter required me to travel to South Africa. I also maintained that conflict over control, revenue and management authority severely disrupted the club’s operations.

Nevertheless, it would be evasive to pretend that the club did not experience serious operational and financial strain or that players, staff, service providers and supporters did not have legitimate concerns. Whatever the causes, I was the executive leader who had made public commitments. I therefore accept responsibility for explaining the gap between what I intended to achieve and what stakeholders experienced. Proven and well documented interference by others, particularly some former administrators of the team provide important context, but it does not remove my obligation to account for my own decisions, communication and leadership.

The Notwane mother body brought urgent proceedings seeking, among other relief, to restrict GMG’s access to broadcasting revenue and challenge the transaction. The High Court declined to hear the matter as urgent and did not grant the interim relief sought. That outcome was procedural; it was not, by itself, a final judicial determination of every ownership, contractual or financial dispute. Earlier public commentary placed too much weight on the urgent ruling as though it settled the entire matter. It did not, and the public record states this fact clearly.

My position remains that the signed agreement and corporate records support the transaction as I understood it. Anyone asserting a different final legal position should produce the subsequent pleadings, orders, settlement or corporate records upon which that conclusion rests. The complete record should include the Share Purchase Agreement, company documents, football-authority correspondence, financial statements, payroll and creditor records, gate-taking records, broadcasting-revenue records, and the full court file.

I regret the hostility that surrounded this chapter. I also apologise to any person whom I treated unfairly or dismissed too quickly while I was trying to defend myself and the project. That apology is not an admission that every accusation was true. It is an acknowledgement that pressure does not release a leader from the duty to act with discipline and respect.

PORT ST JOHNS AND RRA AMAMPONDO CITY: AMBITION, AUTHORITY AND PUBLIC SCRUTINY

In September 2019, the *Daily Dispatch* published an article about me and the proposed RRA AmaMpondo City development in Port St Johns. The report questioned the scale and credibility of the proposal, described me as a Botswana businessman, disputed titles associated with my relationship to traditional leadership, revisited the Notwane controversy and portrayed my background in deeply damaging terms.

I dispute material aspects of that portrayal. I am South African, although my family, personal and commercial life has crossed borders within Southern Africa. My interest in Port St Johns began after a visit to the area exposed me to both its extraordinary natural beauty and its severe development needs. My account is that I approached local leadership, was asked to prepare a proposal, consulted communities over several months, presented the vision to traditional structures and later engaged the municipality and government departments.

I further maintain that I received an advisory appointment connected to the traditional leadership of the AmaMpondo ase Nyandeni, King Ndamase Ndamase and his King Council. Because that position was publicly disputed, the appointment letters, meeting records and the precise description of the role are published and have independently authenticated.

Titles should never be inflated, but neither should a documented appointment be dismissed without examining the underlying record. His Majesty, King Ndamase Ndamase confirmed my appointments during a radio interview that exposed the Daily Dispatch and their wayward plan to discredit me and my ambitious initiative of the RRA AmaMpondo City as I had presented it to the people of the Nyandeni Kingdom, who needed this project the most.

The proposed city was deliberately ambitious. It contemplated long-term infrastructure, commercial development, public facilities and employment creation on a scale requiring government participation, community consent, land-rights compliance and substantial outside investment. It was not a claim that I personally possessed trillions of rand or could deliver an entire city alone. It was a development proposition whose implementation depended on phased investment and multiple institutional partners.

I accept that extraordinary proposals invite extraordinary scrutiny. I also confirm that I had ensured that the financial model, development phases, governance arrangements, land processes and investor conditions were communicated in a form that the public and media could test immediately. The Daily Dispatch deliberately lied about how quickly or fully I answered their journalistic questions, and my best response was loud and clear as supported by facts presented during the SAfm radio interview that was specifically arranged to get to the bottom of this matter.

I deny that the proposal was intended to seize communal land, mislead the community or misuse traditional authority. My understanding was that all land and development processes had to proceed lawfully, with the participation of recognized authorities, affected rights holders, communities and government. If any document contradicts that position, it should be placed openly beside my account.

I have also stated that an event associated with the proposed development was disrupted, that members of the project team including His Majesty King Ndamase `Ndamase and myself were prevented from leaving a site for several hours until freed by the police and that construction materials were later destroyed by fire.

These serious assertions are true and well documented. They were made with established criminal findings supported by police references, photographs, witness statements and official outcomes. I include them here only as part of my account and I have always invited any proper proper verification.

The collapse or delay of a major development vision has consequences for communities and for those who promoted it. Vision cannot be a substitute for executable agreements. I remain proud of the ambition to pursue transformative African development, but I also accept the leadership duty to separate aspiration, feasibility, funding, approval and construction so that communities are never left uncertain about what has actually been secured.

RRA NAMIBIA AND THE JUSTINA ASINO MATTER: THE ALLEGATION, THE COURT ORDERS AND MY RESPONSE

In May 2022, *The Namibian* reported allegations that Ms. Uiliko Justina Asino had transferred approximately N$1.7 million in connection with businesses associated with me and had been defrauded. The report described an initial N$200,000 transfer said to relate to shares and a further N$1.5 million transfer said to have been intended partly for investment. It also reported allegations about how the funds were used and about the nature of the business premises and relationship.

I deny that I set out to defraud Ms Asino or that our dealings were conceived as a criminal scheme. My account has been that she became involved with operating businesses, expressed an interest in shareholding and transferred funds within a business and investment relationship. Whether that account is supported must be determined from the incorporation documents, shareholder register, subscription or investment agreements, bank records, communications, employment records and evidence from all participants—not from my denial or her story or the newspaper story alone.

Full transparency requires me to acknowledge the court record. On 23 November 2021, the High Court of Namibia granted an ex parte preservation order over specified bank-account balances associated with me and two RRA entities. On 29 April 2022, the High Court ordered the preserved properties forfeited to the State, directed that the State’s costs be recovered and ordered that the remainder be paid to a bank account provided by Ms Asino. These orders exist and must not be omitted, minimised or described as though no legal process occurred.

My denial does not erase those orders, just as those orders should not be paraphrased beyond their precise legal terms. The preservation and forfeiture proceedings, the evidence placed before the court, whether and how I received effective notice, the extent of my participation, and whether any separate criminal prosecution or conviction followed are distinct questions. Each must be answered by the official record. I will not claim that there was no legal action; equally, no person should claim that a separate criminal conviction exists without producing the judgment.

I also recognise a personal responsibility arising from this matter: when grave allegations enter a legal process, explanations given later on a website cannot replace a properly filed court response. If my case was not placed fully or effectively before the court, the consequence is serious, and I must account for that failure. The fact is that, on my account, I sought to challenge this matter through the Namibian courts and hit the brick wall each time I attempted to do so. It is also important to alert the public of the close proximity and relations of Miss Asino to the powers that be in Namibian highest political circles.

Transparency means acknowledging not only the case one wishes to make, but also the orders that form part of the existing public record.

I remain willing to cooperate with any lawful process and to have the relevant records independently examined. I do not want this article to direct hostility towards Ms Asino, her family, the journalists or the authorities. I ask only that my account be preserved beside the allegations and official orders, and that any future statement distinguish an allegation, a civil preservation or forfeiture order, and a criminal conviction with legal precision.

It is also be recognized that former colleagues, associates and friends of Miss Asino who sought to testify to what really transpired were ignored by the authorities, the courts and the Namibian newspaper and the question remains as to why this was the case? All of us who were part of this transaction were and remain willing and available to be subjected to a lawful processes to get to the bottom of this matter.

We are willing to be subjected to a polygraph test and any other form of investigations to confirm our side of the story. It is a pity that the Namibian authorities have ignored my advancements and offer to cooperate in order to get to the bottom of this not only to clear my Namibia, but also to be fair to everyone involved. There is more than enough evidence such as telephone records, office CCTV footage, meeting records, witnesses, etc. that should have and can still be used to unearth the factual truth in this regard.

RADIO BOP AFRICA: OWNERSHIP, EMPLOYMENT AND PERSONAL CONFLICT

The revival of the Radio Bop name became another source of public controversy. Reports and social-media statements alleged that I had improperly taken control of another person’s business, failed to pay people working on the station, mistreated staff and engaged in intimidation or harassment. Some of the former presenters and associates made severe personal accusations about my character.

I reject the allegation that I stole Radio Bop or unlawfully took over the original promoter’s company. My account is that I was invited to invest in a project that did not yet have a sustainable business model. When AGT later required broadcasting capacity, I reconsidered the opportunity. Different ownership and funding arrangements were discussed, including a proposed sale valued at R16 million. During due diligence, I concluded that the company and trademark position presented to me did not correspond with the official records as I on CIPC records. I therefore established Radio Bop Africa as a separate legal entity rather than trading through or purchasing the original Radio Bop company that did not have registered trademark.

That account must be tested against CIPC company searches, trademark records, the proposed agreements, correspondence between the parties and proof of expenditure. If those documents establish otherwise, the public record must be corrected. A disagreement during an unsuccessful commercial transaction is not automatically theft; but my assertion that the transaction failed due diligence is also proof to this fact unless the opposing records are produced.

Employment and management disputes later intensified the conflict. Former workers alleged non-payment and inadequate resources. At the time, I stated that employees had been compensated and invited anyone with a genuine employment claim to produce a contract and use the Department of Employment and Labour or the Commission for Conciliation, Mediation and Arbitration. That remains my position, and it will always be supported by contracts, payroll records, bank confirmations, attendance records and any settlement or award.

I acknowledge that I indeed made public comments about the professional suitability of some former presenters. I still strongly believe performance assessment were justified, but personal exchanges in public were not the best way to resolve an employment dispute. A leader should be able to enforce standards without allowing professional disagreement to become humiliation or retaliation. I accept that responsibility.

I have previously stated that a harassment-related protection-order matter was struck from the roll and that a constructive-dismissal claim did not succeed at the Labour Court. Those outcomes are public records and fully certified as per the CCMA records and anyone if free to independently confirm this on the CCMA official website. This sets the record straight regarding misleading claims by the employee concerned (Miss Lerato Phoku) and respective media publications. Their malice is loud and clear for all to see.

Radio Bop Africa carries a legendary name and a responsibility larger than any individual disagreement. The station’s future must be built on clear intellectual-property rights, lawful corporate ownership, written employment terms, reliable payroll systems, professional grievance procedures and governance strong enough to prevent private conflict from becoming institutional crisis. I carry full lawful fiduciary responsibility to undertake and discharge my duties accordingly without any fear or contradiction and will always do this for as long as I am the judiciary officer of my entities as required by law.

AFRICA GOT TALENT: WHEN A CONTINENTAL VISION OUTRAN ITS STRUCTURES

Africa Got Talent was conceived as a continental platform through which Africans in all 54 countries could develop, showcase and sustain authentic talent. Public announcements described country coordinators, auditions, major prizes, legacy projects and a continental launch. Representatives invested time, credibility and hope in that vision.

The project did not progress according to its original public timetable or the expectations created by its announcements. That caused disappointment, uncertainty and damaged relationships. Some former participants and representatives concluded that they had been misled, while I believed that internal conflict, misinformation and efforts to undermine the project contributed to its difficulties.

Whatever others may have done, the Founder cannot place responsibility everywhere except at his own door. I was responsible for the scale of the vision, the promises communicated in its name and the structures required to support them. I carefully separated confirmed commitments from aspirations more clearly, defined the authority and obligations of country representatives in writing, secured funding and broadcasting arrangements before announcing definitive milestones, and communicated delays promptly and consistently. The challenge came when some of the participants started demanding shareholding in the project without any financial contribution and or buying of shares they demanded to have.

I reject the allegation that Africa Got Talent was created as a deliberate deception. A delayed or unsuccessful project is not, without more, proof of fraud. But a noble vision is also not a defence against legitimate questions. Anyone who have contributed services, intellectual property or documented expenses is entitled to a proper account. The project record disclose its corporate structure, representative agreements, funds received, expenditure, intellectual-property position, announced prizes, planned launch, reasons for delay and present status.

This project is long overdue for Africa to the benefit of Africans and I have leaned the importance of being careful with regards to who to involve and how to involve them. It is important for me to clear these governance questions and resolve them accordingly. Africa does need institutions capable of developing its talent, but such institutions must be as credible in administration as they are inspiring in vision. That is the lesson I carry from AGT.

## WHAT I ACCEPT—AND WHAT I DISPUTE

I accept that I have sometimes communicated ambition before every dependency was secured. I accept that delayed projects and strained cash flow can injure people even where there was no intention to deceive. I accept that defensive or angry language weakened my message and sometimes made reconciliation harder. I accept that every employee, investor, partner, community and institution deserves written terms, accurate updates, accessible records and a fair process for resolving grievances.

I do not accept that every failed relationship proves fraud, that every commercial dispute proves theft, that every procedural setback proves guilt, or that repetition converts accusation into evidence. I reject allegations of deliberate criminality that have not been established through a fair process. I also reject the practice of recycling old reports without recording later responses, court developments, corrections or material context.

I have previously spoken of “naming and shaming” and “payback” because I was not only angry about the damage to my reputation, family and livelihood but mostlimportantly, people who say and do things that damages other people's credibility must be held to account accordingly . I will always choose a direct standard fair process of holding myself and others accountable: evidence before insult, due process before condemnation, correction before retaliation and accountability for everyone—including me.

MY COMMITMENT TO AN OPEN AND CORRECTABLE RECORD

This article will not be credible if it remains only a statement of denial. N!xau Holdings will always maintain a supporting evidence register for each matter, identifying the document, date, custodian, relevance and publication status. Authentic and lawfully disclosable records should are linked. Identity numbers, home addresses, bank-account details, signatures and unrelated personal information will always be redacted. Documents that cannot lawfully be published will be made available, where appropriate, to authorised courts, regulators, investigators or legal representatives.

Every person, publication or institution referred to in this record has a right to respond. Evidence-based corrections should be assessed fairly and incorporated visibly. Material changes should carry a date, an explanation and an archived version. I ask no reader to accept my account blindly. I ask each reader to distinguish allegation from evidence, an interim order from a final determination, a commercial failure from criminal intent, and a personal response from an independent finding.

If authenticated evidence proves that part of my account is wrong, I will correct it. Where my conduct caused harm, I will seek an appropriate way to account and make amends. Where allegations are shown to be false or materially misleading, I will pursue correction and lawful redress without apology. That is not hiding. That is responsible leadership under scrutiny.

Let me be unequivocal.

I am not claiming sainthood. I am not shifting blame. I am speaking the truth as it is.

I have been, and continue to be, subjected to a relentless campaign — character assassination, fabricated lies, deliberate distortion — all designed to destroy my credibility and break me. Perpetrated, tragically, by my own.

Their motive is simple: they have surrendered to crime and corruption and they are desperate to drag me into their syndicate.

Since Lt. Gen. Nhlanhla Mkhwanazi's courageous exposé, South Africa has seen with its own eyes what we have been living through — a criminal enterprise so empowered that it believes it owns the right to conscript the innocent. Comply and be corrupted, or refuse and be eliminated. Eliminated by assassination, or by the slow, cruel murder of your livelihood and your future.

I chose refusal. I choose refusal still. And no amount of intimidation will make me partake in that which is destroying our country.

My life and leadership cannot be reduced either to the grandest promise I have made or to the harshest allegation made against me. The fair measure is the complete record: what I attempted, what succeeded, what failed, what I learned, what the evidence proves and what I am still prepared to put right.

I place that record before the public with an open mind, a steady hand and nothing concealed behind silence.

N!xau xaN!xau (Kealeboga Gift Mogapi)

Group Founder and Executive Chairman

N!xau Holdings Group of Companies and Projects