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.
5 June 2007
A division of Sasfin Bank Limited