New directors appointed at Randgold & Exploration

Randgold & Exploration Company Limited has announced the appointment of two independent non-executive directors to the board:

Thomas Graham Dale (55) holds a BSc Honours degree in Mining Engineering and a MBA. He spent 15 years from 1973 as a miner with JCI, ending as Mine Manager/Acting General Manager of Western Areas Gold Mine. He then joined the stock broking fraternity for four years before spending nine years with in the corporate sector, starting as a senior manager in the minerals division of Gencor and progressing to Managing Director of Gold Fields Limited. He is currently farming in the Potchefstroom area.

Johann Blersch (65) holds a B.Comm degree along with a CA (SA) and MBA. He started his career as an investigating accountant at the IDC before running a homebuilding business for five years. He was a stockbroker and investment banker for 25 years, finally as Chief Executive of Citigroup Global Markets. He is now Chief Executive of Mankadan Investments, a family investment company.

The board of Randgold & Exploration Company Limited is now as follows:

David Morris Nurek – (Non-Executive Chairman)
Peter Henry Gray – (Chief Executive Officer)
Andrew Christoffel Nissen – (Independent Non – Executive Director)
Motsehoa Brenda Madumise – (Independent Non – Executive Director)
Johann Blersch – (Independent Non – Executive Director)
Thomas Graham Dale – (Independent Non – Executive Director)

Statement issued by Brian Gibson (Contact 011 880 1510 or 083 253 5988)

Trinity Asset Management and Trinity Holdings reach agreement with JCI and Randgold & Exploration over liquidation applications

Trinity Asset Management (Pty) Limited and Trinity Holdings confirmed today they had reached a settlement with JCI Limited (“JCI”) and Randgold & Exploration Company Limited (“R&E”) to withdraw the respective liquidation applications for the two companies.

Trinity Holdings says it decided to withdraw its liquidation application against JCI, which stemmed from its damages claims in terms of a share swap agreement between the companies. This was after Investec, which has been funding JCI, provided them with 4.6m Western Areas shares and R14,5 million in security against their claim.

Quinton George, the Chief Executive of Trinity Asset Management and Trinity Holdings, says Trinity Holdings is still pursuing its damages claim of R116 million against JCI after JCI’s refusal to implement a share swap agreement in terms of which Trinity would swap its 7 million R&E shares for 4,6 million Western Area shares held by JCI.

JCI is contesting the validity of the share swap agreement entered into by former JCI and R&E CEO, Brett Kebble.

“While we strongly believed in our case, the fact that full security for our claim has now been provided – no doubt as a result of the liquidation application – renders the liquidation application unnecessary”

Peter Gray, the CEO of JCI, says he is pleased that the company would be spared the expense of a drawn out fight against the liquidation application but that the damages claim would be opposed. The Costs of the JCI liquidation application will be payable by the losing party in the damages claim.

George says it was decided to withdraw the R&E liquidation application, which was based on no faith in the management, when R&E agreed to Trinity nominating two members to its board. The parties have agreed to pay their own costs in regard to the R&E liquidation.

“We welcome the opportunity to gain representation on the board which will directly benefit the interests of shareholders. I’m extremely pleased at the manner in which this has been concluded,” says George.

Gray, who is also CEO of R&E, says the Trinity nominees will be processed by the R&E nomination committee as quickly as possible.

“I think shareholders of both companies will celebrate the fact that common sense has prevailed and that further major legal costs have been avoided,” says Gray.

Both Gray and George thanked the executives at Aflease Gold who had brokered the agreement.

Gray confirmed that JCI would proceed with a High Court action against Kabusha Mining & Finance (Pty) Limited for R75,5 million and against Trinity Holdings for R35,25 million. The claims arise from a R75 million payment made by JCI to Benoryn on behalf of Kabusha in August 2005. JCI and Trinity stood as co-sureties for the transaction. JCI is claiming the full amount from Kabusha, alternatively for Trinity to pay its pro-rata contribution.

For more information contact:

Trinity Asset Management
Quinton George
Tel: +27 21 700-4880
Mobile: +27 83 266-3745

JCI and R&E
Brian Gibson
Tel: +27 11 880 1510
Mobile: +27 83 253 5988

NPA to investigate Kebble frauds

The Directorate of Special Operations at the National Prosecuting Authority (also known as the “Scorpions”) has launched an investigation into the misappropriation of millions of rands from JCI Limited and Randgold & Exploration Company Limited.

This follows the publication in recent weeks of the results of forensic investigations into a series of corporate frauds in both companies that led to combined shareholder losses of more than R1 billion.

Peter Gray, who is CEO of both companies, said today that a senior team from the Scorpions had been briefed on the nature of the fraudulent activities that had benefited certain former directors and third parties.

“We have told them what we know to be true about certain transactions and the irregular distribution of corporate funds. We have also outlined our suspicions.”

The Scorpions would have full access to all documentation relating to the investigations conducted by independent forensic investigators at both companies.

He said the forensic investigations were ongoing at both companies. New information was continuing to flow from liquidation enquiries, from former executives who were now assisting with the investigation and from external sources that were coming forward.

“We will work closely with the prosecuting authority to ensure that those who have betrayed the trust of shareholders are charged,” said Gray.

Media statement issued on behalf of JCI Limited and Randgold & Exploration Company Limited by Brian Gibson Issue Management.
Contact Brian Gibson (011 880 1510 or 083 253 5988)

Massive fraud revealed at Randgold & Exploration

The eagerly awaited report on the financial affairs of Randgold & Exploration Company Limited (R&E) reveals that massive fraud took place during the so-called “Kebble Era”.

Peter Gray, who was appointed CEO of R&E when Brett Kebble was forced to stand down in August 2005, told shareholders last night that R&E is solvent to the tune of at least R1.5 billion.

He was announcing the provisional financial results for R&E following the withdrawal of earlier published statements.

“There is no doubt that there was massive misappropriation and mismanagement of shareholder’s assets over an extended period. Fortunately, we have been able to unravel some of the ‘Enron style’ transactions entered into in the past. Some were well intentioned but ill informed, many were dubious and others simply dishonest.”

Gray said that more than 20 forensic accountants, auditors and lawyers had been trawling through the affairs of R&E for the last six months.

“The new board opened a veritable Pandora’s Box,” said Gray. “When we lifted one layer of transactions, we found layer after layer of misrepresentation. Some of these structures turned out to be legitimate but unwise while others were fronts for the misappropriation of shareholders’ assets. In almost all cases the value of the underlying assets had been over-stated.”

“We have been successful in identifying claims and recoverable assets worth more than R1 billion. We have already recovered some assets. There is more to come.”

Dealing with the major issues that have caused intense speculation over the past few months, Gray confirmed that R&E’s entire 48,2% shareholding in Randgold Resources Limited had been disposed of since 2002.

“This was not always with shareholder approval and most of the proceeds were misappropriated.”

R&E had so far initiated liquidation proceedings against five entities that had benefited from R&E’s assets. Two companies were co-operating and the assets still held by them would be returned in full. Further court actions and confidential enquiries in terms of the Companies Act would lead to further recoveries.

Substantial claims would be lodged against the estate of the late Brett Kebble while numerous civil claims would follow against the perpetrators: “We will pursue them with vigour,” he said.

All available information would be provided to the relevant authorities (such as the JSE, Financial Services Board, and the relevant prosecuting authorities) for consideration of criminal or other sanctions.

Gray said current management had rescued substantial value since the low point when R&E had been suspended from the JSE and delisted from NASDAQ in August 2005.

R&E was now in “reasonable shape”. In addition to a claim against JCI of some R1,1 billion, it had a 5% holding in Western Areas worth about R230 million and various mineral rights.

“When R&E was suspended from the JSE, the share price was about R9. According to the provisional statements released today the net asset value per share is about R20,” he said.

“The boards of R&E and JCI have resolved to mediate their claims before respected independent counsellors whose recommendation will be put to shareholders. A full-on legal battle would cost millions and take many years to reach finality and would be in nobody’s interest.”

Gray observed that the process of rescuing R&E had been fraught with difficulty. One of the most frustrating aspects had been the complex legal and disinformation campaigns adopted by those who were trying to “get out of the firing line by spiking our guns”. There were also commercial predators who were trying to exploit the perceived weakness of R&E.

“But perhaps the most aggressive manoeuvre is the attempted liquidation of R&E. Defending this application is essential although it will be costly and time consuming. We will oppose it aggressively.”

Gray said that shareholders would be offered the opportunity to discuss both the published provisional financial results and the forensic investigation findings at a general meeting to be held in June 2006.

He was confident that the actions of the boards would enjoy the support of shareholders at the upcoming general meeting. Shareholders would have the opportunity to nominate new directors at the meeting.

“This has been the most exhilarating and challenging period of my business life, made more difficult because of the immense pressures brought by parties with alternative agendas. Nonetheless, I am pleased that we have rescued significant value for shareholders.

Media statement issued on behalf of Randgold & Exploration Company Limited by Brian Gibson Issued Management. Contact Brian Gibson (011 880 1510 or 083 253 5988)

Randgold & Exploration CEO clarifies solvency issue

Randgold & Exploration Company Limited (R&E) CEO, Peter Gray, confirmed last night that the company is solvent. He said that a financial report due to be released on Friday (31 March 2006) would confirm this.

He was responding to media reports that forensic accountants, Umbono Financial Advisory Services (“Umbono”), had claimed that the company was “fatally wounded” and “cannot be turned around”.

John Louw, CEO of Umbono, said he was disturbed that the confidential preliminary forensic reports provided to the company had been leaked. “Our comments about the state of the company related to the sheer scale of the frauds and the impact on the company’s reputation, not to its solvency”, said Louw.

Gray said that corrective action by the directors, including the identification of claims and recoverable assets amounting to almost R1 billion, had strengthened the company’s balance sheet. Some of these recoveries had already taken place.

Gray said he was distressed that the preliminary forensic report had been leaked to the media: “We have to ask ourselves who thought they could benefit from the leak. It may be that this is an attempt to deflect attention or to put pressure on the directors to change course.”

Gray pledged that the directors would not be deterred from the strategy they had been pursuing for the past few months, namely recovering company assets that had been misappropriated or for which appropriate service or value had not been delivered.

“This process will not be influenced by publicity, personalities or intrigue. I must caution, however, that the conclusions of the preliminary forensic reports were not tested and some have been overtaken by events. We received the final report of the forensic accountants only today and it will be considered by the board in the next few days,” he said.

Note to Editors:

R&E spokesperson Brian Gibson was quoted in the Sunday Times as confirming that the company was “undoubtedly insolvent”. In fact Gibson told the Sunday Times (twice) that the company was “solvent”. This is consistent with statements he has made to other media in recent months.

Gibson was further quoted as saying that the company “would indeed recover the money” (implying that R&E would seek to recover money from parties listed in the article, including the Kebble estate). In fact, Gibson said: “The company will indeed seek to recover any money that had been misappropriated or was owed to it”.

MEDIA STATEMENT ISSUED ON BEHALF OF RANDGOLD & EXPLORATION COMPANY LIMITED BY BRIAN GISBON (011 880 1510 OR 083 253 5988)

Application for liquidation

The Board of Directors of Randgold and Exploration Company Limited (‘RGE’) advise that:

    1. On 3 March 2006, Trinity Preferred Endowment Fund (as First Applicant), Trinity Preferred Living Annuity Fund (as Second Applicant), Greg Becker (as Third Applicant), Marten Du Plessis (as Fourth Applicant), the Trustees for the time being of the JWA Trust (as Fifth Applicant), Rory Sweet (as Sixth Applicant) and Silver Strand Absolute Return Fund LP (as Seventh Applicant), issued an application out of the High Court of South Africa purposed at obtaining an Order placing RGE into provisional liquidation claiming inter alia that it is just and equitable to do so. (The seven applicants cumulatively hold approximately 3,5% of RGE’s issued share capital).
    2. There is no basis for the application on any of the grounds proposed by the Applicants. The directors of RGE consider that the application is entirely without merit.
    3. RGE has instructed its attorneys to file a notice to oppose the application.
    4. It is not just and equitable that it be wound up. On the contrary, the directors of RGE believe that the proposed liquidation of RGE would be detrimental to the interests of shareholders.
    5. RGE is factually and commercially solvent.

RGE will issue further announcements in due course of and regarding the application and re-iterates its commitment to issue draft financial statements by 31 March 2006.

Media Statement issued by Randgold & Exploration Company Limited

  1. The directors of Randgold & Exploration (“R&E”) were formally advised yesterday, that Societe Generale (“SocGen”) had sold four million Randgold Resources Limited (“RRL”) shares in terms of a scrip lending arrangement entered into between SocGen and R & E – represented by its prior management – “the scrip lending shares”.
  2. The scrip lending shares were being held on behalf of R&E by SocGen.
  3. The scrip lending shares as well as the as yet unaccounted for RRL shares held by R & E are the subject matter of an ongoing forensic investigation.
  4. SocGen contends that it was entitled to effect the sale of the scrip lending shares in terms of the arrangement The directors are not able to comment further at this stage.
  5. The circumstances that led to the scrip lending arrangement referred to above, including the role and responsibility of JCI Limited, are also the subject of the forensic investigation currently under way at R&E.
  6. The sale of the four million scrip lending shares by SocGen and any other RRL shares held by R&E, will be dealt with in R&E’s financial results, having regard to the findings of the forensic investigation, which are scheduled for release in March 2006.
  7. Furthermore, the directors advise shareholders that the Listing and Hearing Review Council of the Nasdaq Stock Market, Inc. yesterday affirmed an earlier decision to delist R & E and rejected an appeal against the delisting of the Company’s securities from the Nasdaq Stock Market (which was effective from 21 September 2005), on the grounds that the Company does not comply with the filing requirements.

Statement released on behalf of Randgold & Exploration Company Limited by Brian Gibson (011 880 1510 or 083 253 5988)

23 January 2006
Johannesburg

FORWARD-LOOKING STATEMENT DISCLAIMER
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 forensic 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 au

Update on forensic investigation at Randgold & Exploration Company Limited

Shareholders are advised that the forensic audit is expected to be delayed for an additional two months beyond the targeted completion date of 31 December 2005.

Forensic auditors were appointed on 11 October 2005 to assess various transactions, and any other issues identified during the audit and/or by the directors.

Substantial progress has been made in the forensic audit. However, the scope of the investigation has been revisited to address further issues not originally identified. The investigation has revealed prima facie evidence that there has been misappropriation of Company assets, including during prior financial periods. Work is in progress to determine the exact extent of the misappropriation, which could be substantial, as well as to initiate, if necessary, the relevant legal processes, including the necessary actions for the recovery of misappropriated assets.

It is planned to have KPMG commence in January 2006 a review of the annual financial statements for the financial year ended 31 December 2004 and the period to June 2005. Assuming that no further unforeseen issues become known in the interim, publication of preliminary results is anticipated by the end of the first quarter of 2006.

R&E shares are currently suspended on JSE Limited and delisted on Nasdaq due to the delay in the publication of the annual financial statements.

Shareholders are advised not to rely on prior period financial statements. Shareholders will be kept informed of further developments.

FORWARD-LOOKING STATEMENT DISCLAIMER

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, assets, investments, 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 prepare financial statements, the time period for completing its forensic audit and financial statements and any impact to the Company’s previously released financial statements and preliminary results and its assets and investments, including with respect to Randgold Resources Limited, to be reflected in its financial statements, the extent and magnitude of any misappropriation and the time periods affected thereby and the recovery of any misappropriated assets. 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 forensic audit and prepare financial statements and the outcome of such forensic audit, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions with respect thereto, the extent and magnitude of any misappropriation that is ultimately determined to have occurred and the time periods affected thereby, the ability of the Company to ultimately recover any misappropriated assets, 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 assets, 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.

14 December 2005
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)