Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819 (Suspended)
Nasdaq trading symbol: RANGY (delisted)
ADR ticker symbol: RNG
(“R & E” or “the Company”)
Trinity Asset Management (Pty) Ltd (“Trinity”), on behalf of its various funds, today reached a settlement agreement with the directors of R&E which will see Trinity support the proposed merger of R&E and JCI Limited (“JCI”) on the basis of 95 JCI shares for every 1 R&E share.
Trinity has undertaken to withdraw its High Court application to stop the directors of R&E from involving themselves in the settlement of R&E’s claims against JCI. Trinity also agreed to withdraw its Application to set aside R&E’s General Meeting held on 9 March 2007.
As part of the settlement agreement Peter Gray, CEO of R&E, confirmed his public undertaking to resign from the boards of R&E and JCI should the mediation fail and the matter proceed to arbitration.
David Nurek, who is chairman of both R&E and JCI, has also confirmed his intention to resign as a director immediately following the shareholders meeting to vote on the merger proposal.
As part of the settlement agreement, Trinity will be entitled to propose a candidate to the board of R&E for consideration. Both parties have also agreed to retract all allegations of improper conduct made against one another in their affidavits relating to the cases.
By order of the board.
Johannesburg
5 June 2007
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited