Results of the Annual General Meeting

Shareholders are hereby advised that at the annual general meeting of the Company held entirely by electronic communication at 11:00 a.m. today, Monday, 13 May 2024 (“AGM”), all of the resolutions were passed by the requisite majorities of the Company’s shareholders.

Details of the results of the voting at the AGM are as follows:

Resolutions
proposed at the
AGM
Votes for
resolution
as a percentage
of total
number of
shares
voted at
AGM
Votes
against
resolution
as a
percentage
of total
number of
shares
voted at
AGM
Number of
shares
voted at
AGM
Number of
shares
voted at
AGM as a
percentage
of shares in
issue*
Number of
shares
abstained
as a
percentage
of shares in
issue*
Ordinary resolution number 1:
To re-elect TS Dube as director
97.02% 2.98% 48,727,121 65.33% 0.00%
Ordinary resolution number 2:
To re-elect RJ Fehrsen as director
97.02% 2.98% 48,728,121 65.33% 0.00%
Ordinary resolution number 3:
To re-appoint RJ Fehrsen as member of the audit and risk committee
97.02% 2.98% 48,728,121 65.33% 0.00%
Ordinary resolution number 4:
To re-appoint PE Burton as member of the audit and risk committee
97.02% 2.98% 48,728,121 65.33% 0.00%
Ordinary resolution number 5:
To re-appoint TS Dube as member of the audit and risk committee
97.02% 2.98% 48,728,121 65.33% 0.00%
Ordinary resolution number 6:
To re-appoint KPMG Inc. as the auditor of the Company
97.22% 2.78% 48,641,009 65.22% 0.12%
Ordinary resolution number 7:
To pass a non-
binding advisory vote on the Company’s remuneration policy
96.81% 3.19% 48,641,009 65.22% 0.12%
Ordinary resolution number 8:
To pass a non-
binding advisory vote on the Company’s implementation report on the remuneration policy
96.81% 3.19% 48,641,009 65.22% 0.12%
Special resolution number 1:
Approval of
remuneration of
non-executive
directors
97.01% 2.99% 48,541,009 65.08% 0.25%
Special resolution number 2:
Approval of right to provide financial assistance as contemplated in section 45 of the Companies Act
100.00% 0.00% 47,290,661 63.41% 1.93%

Note:
*Total number of shares in issue as at the date of the AGM was 74 585 065, of which 2 999
893 were treasury shares.

Johannesburg
13 May 2024
Sponsor
PSG Capital

SENS Announcement – Summarised Group Financial Statements for the year ended 31 December 2023

SALIENT FEATURES

Operating loss increased by 39.19% to R30.6 million, from R22 million in the prior corresponding period.

Loss and headline loss per share increased by 38.47% to a loss of 32.00 cents per share, from a loss and headline loss per share of 23.11 cents per share in the prior corresponding period.

Net asset value per share (“NAVPS”) decreased by 26.23% to 90 cents per share, from 122 cents per share in the prior corresponding period.

SHORT-FORM ANNOUNCEMENT

This short-form announcement is the responsibility of the directors of the Company. It contains only a summary of the information in the full announcement (“Full Announcement”) and does not contain full or complete details. The Full Announcement can be found at:
https://senspdf.jse.co.za/documents/2024/JSE/ISSE/RNG/FY23.pdf

Copies of the Full Announcement is also available for viewing on the Company’s website at https://www.randgoldexp.co.za/announcements-media/ or may be requested in person, at the Company’s registered office or the office of the sponsor, at no charge, during office hours.

Any investment decisions by investors and/or shareholders should be based on consideration of the Full Announcement, as a whole.

These annual results for the year ended 31 December 2023 have been audited by the Company’s auditors, KPMG Inc., who expressed an unmodified audit opinion thereon.

The audit opinion also includes communication of key audit matters. The audit opinion is available, along with the annual financial statements (included within the annual report), and the summary financial results, on the Company’s website at https://www.randgoldexp.co.za/announcements-media/ or https://www.randgoldexp.co.za/announcements-media/annual-reports/ respectively.

Johannesburg
28 March 2024
Sponsor
PSG Capital

SENS Announcement – Notice of Annual General Meeting and Summarised Financial Statements

Randgold & Exploration Company Limited (“the Company”) hereby advises shareholders of the Company (“Shareholders”) that the Company’s Notice to Shareholders (“the Notice”) regarding its annual general meeting (“Annual General Meeting”), incorporating the summarised Randgold & Exploration Company Limited (“the Company”) hereby advises shareholders of the Company (“Shareholders”) that the Company’s Notice to Shareholders (“the Notice”) regarding its annual general meeting (“Annual General Meeting”), incorporating the summarised consolidated annual financial statements of the Company for the year ended 31 December 2023, was dispatched to Shareholders today, 28 March 2024.

The following documents will also be available on the Company’s website, at www.randgoldexp.co.za/announcements-media/ as from today, 28 March 2024:

  1. the Notice to Shareholders: Annual General Meeting; and
  2. the Annual Report containing the audited consolidated annual financial statements of the Company for the year ended 31 December 2023.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders (“AGM”) will be conducted entirely by electronic communication at 11:00 on Monday, 13 May 2024, to transact the business as set out in the Notice of AGM

Kindly note the following salient details:

Issuer name Randgold & Exploration Company Limited
Type of instrument Ordinary shares
ISIN number ZAE000008819
JSE code RNG
Meeting type Annual General Meeting
Meeting venue Electronic communication
Record date – to determine which
shareholders are entitled to receive the notice of meeting
Friday, 22 March 2024
Publication/posting date Thursday, 28 March 2024
Last day to trade – Last day to trade to determine eligible shareholders that may attend, speak and vote at the meeting Monday, 29 April 2024
Record date – to determine eligible shareholders that may attend, speak and vote at the meeting Friday, 3 May 2024
Meeting deadline date (For administrative purposes, forms of proxy for the meeting to be lodged) 11:00 on Thursday, 9 May 2024
Meeting date 11:00 on Monday, 13 May 2024
Publication of results Monday, 13 May 2024
Website link https://www.randgoldexp.co.za/announcements-media/

Johannesburg
28 March 2024
Sponsor
PSG Capital

 

SENS Announcement – Broad-Based Black Economic Empowerment Act: Affidavit

In accordance with paragraph 16.21(g) and Appendix 1 to Section 11 of the JSE Limited Listings Requirements, notice is hereby given that the Company submitted a sworn affidavit
to the B-BBEE commission stating that the Company qualifies as a B-BBEE small enterprise in terms of section 13G(2) of the Act. The affidavit is available on the Company’s website at
https://www.randgoldexp.co.za/investor-relations/b-bbee/ .

Johannesburg
28 March 2024
Sponsor
PSG Capital

SENS Announcement – Trading Statement

In terms of the JSE Limited Listings Requirements, a listed company is required to publish a trading statement as soon as it becomes reasonably certain that the financial results for the next period to be reported on will differ by 20% or more from the financial results for the previous corresponding period.

Accordingly, shareholders are hereby advised that a reasonable degree of certainty exists that the Company expects to report:

  • a loss and headline loss per share of between 30.84 cents and 33.16 cents, being an deterioration of between 33.47% (7.73 cents) and 43.47% (10.05 cents) for the year ended 31 December 2023, compared to the loss and headline loss per share of 23.11 cents reported for the year ended 31 December 2022.

The reason for the deterioration in the current reporting period is mainly as a result of the considerable increase in legal expenditure incurred.

The information contained in this trading statement has not been reviewed or reported on by the Company’s external auditors. R&E expects to release its financial results for the year
ended 31 December 2023 on or about 28 March 2024.

Johannesburg
26 March 2024
Sponsor
PSG Capital

SENS Announcement – Summarised Group unaudited interim financial statements for the six months ended 30 June 2023

  1. SALIENT FEATURES
    Operating loss increased by 26.14% to R16.5 million, from R13.1 million in the prior corresponding period.
    Headline loss per share (“HEPS”) decreased by 11.44% to 16.61 cents per share, from 14.90 cents per share in the prior corresponding period.
    Loss per share (“EPS”) decreased by 11.44% to 16.61 cents per share, from 14.90 cents per share in the prior corresponding period.
    Net asset value per share (“NAVPS”) decreased by 19.40% to 105.39 cents per share, from 130.76 cents per share in the prior corresponding period.
  2. SHORT-FORM ANNOUNCEMENT
    This short-form announcement is the responsibility of the directors of the Company. It contains only a summary of the information in the full announcement (“Full Announcement”) and does not contain full or complete details. The Full Announcement can be found at:
    https://senspdf.jse.co.za/documents/2023/JSE/ISSE/RNG/HY23.pdf

    Copies of the Full Announcement are also available for viewing on the Company’s website at https://www.randgoldexp.co.za/announcements-media/ or may be requested in person, at the Company’s registered office or the office of the sponsor, at no charge, during office hours.

    Any investment decisions by investors and/or shareholders should be based on consideration of the Full Announcement, as a whole.

The results have not been reviewed or audited by the Company’s auditor.

31 August 2023
Sponsor
PSG Capital