NOTICE IS HEREBY GIVEN THAT the General Meeting of the Company scheduled for Tuesday, 15 November 2005, at 10h00 for the purposes and circumstances set out below is hereby postponed until further notice.
The meeting was to be held in the Auditorium, Ground Floor, 28 Harrison Street, Johannesburg. The matters to be considered at the meeting were the circumstances and events, insofar as they are currently ascertainable, which gave rise to:
- the suspension of the listing of the Company’s ordinary shares on the JSE Limited;
- the delisting of the Company’s securities on The Nasdaq National Market;
- the restructuring of the board of the Company; and
- the resignation of Messrs Charles Orbach & Co. as the auditors of the Company.
FORWARD-LOOKING STATEMENT DISCLAIMER
The reason for the postponement is that the previously announced forensic audit and internal investigation of the Company and its financial statements is ongoing. The forensic audit and internal investigation are in regard to, amongst other things, those issues specifically earmarked for discussion at the General Meeting. Until this process is complete, the Board believes any such discussion would be premature and not in the best interest of shareholders and could possibly undermine the results of the forensic audit and internal investigation. It is currently anticipated the forensic audit and internal investigation will be completed by end of 2005, after which KPMG will review the draft financial statements, which will then be published as soon as possible thereafter. There can be no assurance that the results of the forensic audit and internal investigation will not impact the Company’s previously issued financial statements and earnings releases or what any impact will be until the forensic audit and internal investigation are completed. As a result, investors are cautioned to not rely on those prior year financial statements and earnings releases until the forensic audit and internal investigation are completed and the Company has published its audited financial statements for the year ended December 31, 2004.
Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, are “forward-looking statements.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and foresic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its auditors to complete the forensice audit and audit and the outcome of such forensic audit and the audit of the Company’s annual financial statements as of and for the year ended December 31, 2004, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’s most recent annual report on Form 20-F filed with the SEC and its other filings and submissions with the SEC. All forward-looking statements attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.
BY ORDER OF THE BOARD
Secretaries: Consolidated Mining Management Services Limited
P B Beale
Company Secretary Johannesburg
Tel: + 27 11 688 5000
Fax: + 27 11 834 9195
31 October 2005
Office of the South African Transfer Secretaries:
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street
Johannesburg, 2001
(P O Box 61051, Marshalltown, 2107)
Tel: + 27 11 370 5000
Fax: + 27 11 688 7721/2
Office of the United Kingdom Registrars:
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Tel: + 44 (0870) 162 3100
Fax: + 44 (020) 8639 2142
United States Depository:
American Depository Receipts
The Bank of New York
Shareholder Relations Department
101 Barclays Street
New York NY 10286
Tel: + 1 212 815 8223
Fax: + 1 212 571 3050
www.adrbny.com
Shareholder Relations:
Toll Free Number : (US or Canada only)
1-888-269-2377 (1-888-BNY-ADRs)
International callers: Tel: +1 212 815 3700