Further to the R&E and JCI announcements, both dated 4 June 2010, R&E and JCI shareholders are advised that following the passing by JCI shareholders of the requisite special and ordinary resolutions to implement the Settlement Agreement between R&E and JCI at the general meeting of JCI held on Friday, 4 June 2010, the relevant special resolutions have now been registered by the Registrar of Companies. The remaining conditions for implementation of the settlement Agreement are that JCI transfers 6 051 632 shares in Gold Fields Limited (“Gold Fields Shares”) to R&E, issues 1 555 710 220 New JCI shares to R&E, R&E makes a capital distribution of the Gold Fields Shares and unbundles the JCI shares held (which include the New JCI shares issued to R&E by JCI and R&E’s existing holding of 305 186 049 JCI shares) to R&E shareholders (“unbundling”).

The JSE Limited (“JSE”) has granted approval for the listing of the New JCI shares, which will be immediately suspended from trading on the JSE.

Set out below are the salient dates for completion of the above actions:

R&E shares may not be dematerialised or rematerialised between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive.

R&E shareholders are further cautioned in trading in their entitlements in Gold Fields shares between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive until actual distribution of the Gold Fields shares to R&E shareholders on Monday, 5 July 2010.

Further to the cautionary announcements by JCI, the last of which was dated
4 June 2010, JCI shareholders are reminded to continue to exercise caution when trading in their JCI shares over-the-counter until a further announcement is made.

Johannesburg

18 June 2010

Sponsor and Corporate Advisor to R&E
PSG Capital (Pty) Limited

Sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited

Randgold & Exploration Ltd. said it generated a cash inflow of 15.8 million rand from operating activities during the six months through June.

Read more…

R&E shareholders are referred to the JCI Limited (“JCI”) announcement released on SENS today, 4 June 2010 and are advised that all the specific and ordinary resolutions proposed at the general meeting of JCI shareholders were passed with votes in favour, in excess of 99% of the shareholders present and voting. The special resolutions passed at the aforesaid general meeting have been lodged with the Registrar of Companies for registration. R&E shareholders will be advised in due course once all suspensive conditions in terms of the revised Settlement Agreement have been met.

R&E shareholders are however reminded of the timetable, as contained in the circular to shareholders dated 12 May 2010, setting out the key dates of the proposed settlement with JCI and JCI Investment Finance (Pty) Limited.

1. The above dates and times are subject to change.  Any such changes to the above dates and times will be published on SENS.
2. R&E shares may not be dematerialised or rematerialised between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive.

Johannesburg
4 June 2010
Sponsor and Corporate Advisor – PSG Capital (Pty) Limited

Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share Code: RNG & ISIN: ZAE000008819

(“R&E” or “the company”)

R&E shareholders are referred to the JCI Limited (“JCI”) announcement released on SENS today, 4 June 2010 and are advised that all the specific and ordinary resolutions proposed at the general meeting of JCI shareholders were passed with votes in favour, in excess of 99% of the shareholders present and voting. The special resolutions passed at the aforesaid general meeting have been lodged with the Registrar of Companies for registration. R&E shareholders will be advised in due course once all suspensive conditions in terms of the revised Settlement Agreement have been met.

R&E shareholders are however reminded of the timetable, as contained in the circular to shareholders dated 12 May 2010, setting out the key dates of the proposed settlement with JCI and JCI Investment Finance (Pty) Limited.

1. The above dates and times are subject to change.  Any such changes to the above dates and times will be published on SENS.
2. R&E shares may not be dematerialised or rematerialised between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive.

Johannesburg
4 June 2010
Sponsor and Corporate Advisor – PSG Capital (Pty) Limited

Randgold & Exploration CEO Marais Steyn concedes that there were periods over the past five years when he doubted that the company would ever find its way back onto the JSE. Now he is celebrating for the R&E minorities.

“It was bad enough that billions of rands were misappropriated from R&E shareholders but I really felt for the smaller investors, many of them pensioners, who had their funds tied up for five long years while the company was suspended”, said Marais.

“Now they will get a significant distribution and be able to trade their shares on the open market”.

The opening bell on Friday 4 June 2010 will signal the return of R&E (abbreviated name “Randgold” and share code “RNG”) to the JSE a week after shareholders approved a R950 million settlement with JCI Limited.

Marais and his team have already recovered R218 million from other liquidated estates and settlements. This includes R41 million from the estate of Brett Kebble who masterminded the theft of assets worth billions from R&E.

Assuming the settlement agreement is also approved by JCI shareholders at their meeting on 4 June 2010 and depending on share prices on the distribution date of 5 July 2010, about R1 billion (about R14 a R&E share) will be distributed to R&E shareholders, leaving just over R500 million (about R7 a share) in the company.

“The further recovery of misappropriated assets remains a high priority,” said Steyn. “We have a number of large claims against former executives and service providers during the Kebble era. We will carefully balance between investing in litigation and preserving and growing the current asset base.”
The company holds a number of prospecting rights which could be developed and a 85.21% interest in Free Development and Investment Corporation.

“Through all the trial and tribulations we managed to increase the NAV to about R20 a share after the company was suspended in August 2005 at R8.90 a share. The distribution will give shareholders something to smile about but it would be great if we could do something special with the balance of the funds entrusted to us. We’ll consult closely with shareholders on our investment strategy, he said.

Media Statement issued on behalf of Randgold & Exploration Company Limited by Brian Gibson (083 253 5988)

About Randgold & Exploration Company Limited (R&E)

R&E is an investment holding company with assets in the mining industry. R&E was incorporated in South Africa as a public company on 29 September 1992 to take over the gold interests of Rand Mines Limited, which was South Africa’s oldest mining house.

On 1 August 2005 R&E was suspended on the JSE as a result of not being able to produce audited financial statements for the financial year ended 31 December 2004.

R&E was not able to meet the JSE reporting requirements because it had been the victim of widespread frauds and thefts of its assets in the period 1999 to 2005, which resulted in the company being stripped of the majority of its assets.

R&E then embarked on a process of attempting to recover damages in respect of the alleged misappropriation of its assets.

Following the publication of audited financial results for 2007, 2008 and 2009, the JSE approved the relisting of R&E effective 4 June 2004.

JOHANNESBURG (miningweekly.com) – The share price of diversified miner Randgold & Exploration (R&E), which was R8,90 when suspended in 2005, rose 68% on its relisting on the JSE on Friday, as the company eyed an “unfilled space” in the South African mining scene.

The interlinked R&E and JCI, which operated under the late Brett Kebble, have been under a cloud since he was killed in a still unsolved shooting five years ago, but that cloud was lifted when 99,95% of JCI shareholders on Friday afternoon voted in favour of the R950-million settlement with R&E, following a marathon five-year battle.

R&E, which has two major shareholders in Allan Gray and Investec that collectively make up 55% of the holding, is targeting what it perceives as an interesting market gap.

R&E CEO Marais Steyn – who told Mining Weekly Online that the first R18 a share trade of the relisted share surprised on the upside with the price finally settling on R14,95 a share – said that R&E  had identified an opportunity to occupy the resource-funding space that it saw existing between the full equity operational participation in mining ventures and the traditional role that banks played. This funding opportunity fell outside of the private equity model.

He said that R&E was looking at a number of opportunities that would enable the company to participate within that unfilled space, owing to the current difficulty that companies experienced in accessing capital and the general reluctance of shareholders to accept equity dilution, which resulted from banks minimising their risk.

“We see oursleves as unlocking enormous value by participating in that space,” he told Mining Weekly Online.

In the next few days, the company plans to embark on a roadshow to seek shareholder approval to be allowed to step into this space.

R&E has an unencumbered R500-million cash and a spectrum of prospecting rights across a diverse range of commodities.

If shareholders backed the idea, the company saw an interesting future for itself.

Much thought and research has reportedly gone into the company’s participation in the form of resource funding envisaged.

“We have tangible opportunities. My desk is full of them,” Steyn told Mining Weekly Online.

In terms of R&E’s works programme agreement with the Department of Mineral Resources, it is obliged to execute a number of prospecting and exploration programmes.

In complying with these, R&E has embarked on a “best of breed” approach of engaging the most appropriate specialist to assist in the final decisions on whether to go operational on a prospect right, or whether to joint venture or sell it.

The company has an exploration–drilling core yard in Randfontein containing geological information that can be used in future bankable studies, and sees itself as a participant that will seek to reduce greenfield risk ahead of project development.

It does not see itself as the final operator of resource opportunities.

“There are so many ways to participate in a resource opportunity without spending the entire amount of money that you have to build a mine,” Steyn commented.

R&E has observed the success of royalty businesses in Canada, where companies have built successful resource groups as nonoperational resource-industry participants.

Such businesses have been able to obtain royalties by being part of business start-ups. R&E is understood to have various models that simulate royalties and it would like to use these as instruments of participation.

It is not looking for 100% of the equity upside, but is also unwilling to settle for the value of bank lending rates and sees itself as reducing risk by participating at a level that lies between those two extremes.

Many of the opportunities currently being offered to R&E are brownfields opportunities, requiring only moderate boosts for them to ascend.

R&E wants to participate in that upward trajectory, on the basis that without its intervention, creativity and cash there would not be the same level of upside.

It is prepared to operate in a risk environment that banks preceive to be biased in favour of the equity participants.

Meanwhile, it can be reported that R&E has recovered R218-million from other liquidated estates and settlements, including R41-million from Kebble’s estate, and, with the JCI settlement, will distribute R1-billion to its long-suffering shareholders.

Further recovery of misappropriated assets remains a high priority, with several large claims against Kebble-era executives and service providers remaining.

“We will carefully balance between investing in litigation and preserving and growing the current asset base,” Marais promised.

Download Presentation

1. The R&E board takes pleasure in announcing that at the general meeting of R&E shareholders held today, Friday, 28 May 2010, at 11h00, all ordinary resolutions tabled in respect of the proposed settlement between R&E, JCI Limited (“JCI”) and JCI Investment Finance (Pty) Limited and as a separate matter the transfer of 6 690 610 ordinary shares in Free State Development and Investment Corporation Limited to R&E by JCI Gold Limited, the details of which were contained in the circular distributed to shareholders on 12 May 2010, were approved by an overwhelming majority of R&E shareholders entitled to vote thereon.
2. At the aforementioned general meeting, shareholders were presented with the following information setting out the financial information of the proposed settlement on the Net Asset Value (“NAV”) of R&E at 31 March 2010.
3. The voluntary information presented below has not be reviewed or reported on by the company’s auditors and is presented by the directors of R&E for informational purposes only.  Furthermore the NAV statement at 31 March 2010 has not been prepared in accordance with IFRS, but on a similar basis as NAV’s published by R&E in the past and most recently in the annual report for the year ended 31 December 2009, distributed to shareholders on 29 March 2010, as part of the report of the Chairman and CEO.

Notes and assumptions

1. The information set out above has not be reviewed or reported on by the company’s auditors.
2. The above calculation is based on the assumption that the Gold Fields Limited (“GFI”) share price is R 100 per share and JCI’s NAV as determined by the management of JCI is R0.1968 per share.

A copy of the presentation given to shareholders at the general meeting is available on the Company’s website.

1. R&E shareholders are reminded that the R&E shares will be re-listed on the JSE at the commencement of trade on Friday, 4 June 2010.
2. R&E shareholders are further advised that the JCI shareholders meeting to approve the proposed settlement will be held at 14h00 on Friday, 4 June 2010.  R&E shareholders will be advised in due course as to the outcome of the JCI shareholders meeting.

Johannesburg
28 May 2010

Sponsor
PSG Capital (Pty) Limited

1. The above dates and times are subject to change.  Any such changes to the above dates and times will be published on SENS.
2. R&E shares may not be dematerialised or rematerialised between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive.

Johannesburg
4 June 2010
Sponsor and Corporate Advisor – PSG Capital (Pty) Limited

Introduction

Shareholders are referred to the announcement on SENS on 12 May 2010 and to the circular distributed to shareholders on such date containing details regarding the exercise by R&E of the security provided by JCI Gold Limited (“JCI gold”) a subsidiary of JCI Limited, to R&E in respect of an outstanding loan due by JCI Gold to R&E of R 161 960 265.  R&E as a result of the exercise of the security against such loan became the beneficial owner of 6 690 610 FSD shares (“FSD excussion”), the full and further details of which are set out in the aforementioned circular. The JSE Limited has requested R&E, following its ruling requiring the shareholders of R&E to ratify the FSD excussion by way of ordinary resolution, to publish, on SENS, the condensed audited historical financial information of FSD (registration number 1944/016931/06), for the years ended 31 December 2007, 2008 and 2009. Copies of the signed audited annual financial statements of the FSD Group are available for inspection at the registered office of R&E during normal business hours.

CONDENSED REPORT OF HISTORICAL FINANCIAL INFORMATION

This report has been extracted from the consolidated financial statements of FSD and its subsidiaries (“FSD Group”) which have been prepared in accordance with IFRS and in compliance with the Companies Act, as amended. The basis of preparation has been consistently applied, except where otherwise indicated. These financial statements were audited by KPMG Inc, who issued an unqualified audit opinion in respect of the financial statements.

Statement of financial position

Statement of comprehensive income

Statements of changes in equity

Statement of cash flows

COMMENTARY

The FSD Group results for the 2009 year were positive, showing net income of R50,9 million before taxation. This is mainly as a result of finance income earned on funds invested and loans to the JCI group.

The net profit for the 2009 year is R39,2 million (2008: R43,8 million; 2007: R385,6 million) resulting in earnings of 177 cents per share (2008: 197 cents; 2007: 1 735 cents). The earnings per share calculation takes into account an amount of 22 226 597 shares which remained unchanged during all periods. There was no change in the number of shares in issue during the reporting period.

No dividends were declared by the FSD Group during any of the periods reported on.

The major assets of the FSD Group at 31 December 2009 consist of cash and secured loans.

The FSD Group’s prospecting rights are stated at cost less impairments as there is currently insufficient geological information to allow FSD to declare the resources or reserves.

Total Group assets amount to R556,8 million (2008: R519,6 million; 2007: R552,4 million). The net asset value per share at 31 December 2009 was 2 437 cents (2008: 2 260 cents; 2007: 2 063 cents) and the net tangible asset value per share at 31 December 2009 was 2 435 cents (2008: 2 258 cents; 2007: 2 061 cents).

The Group was in a positive cash position at 31 December 2009, with cash and cash equivalents reaching R294,1 million at year-end (2008: R271,7 million; 2007: R433,7 million).

Johannesburg
21 May 2010

Sponsor and corporate advisor:
PSG Capital (Pty) Limited