Category Archives: Company Announcements

Changes to the Board of Director of Randgold & Exploration

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Shareholders are advised of the following changes to the board of directors of the Company, in terms of rule 3.59 of the Listings Requirements of the JSE Limited:

RESIGNATION OF DIRECTOR

R&E advises that Mr. Izan du Bruin (“Izan”) has resigned as an independent nonexecutive director of the Company with immediate effect. R&E would like to thank Izan for his services to the Company and wish him well with his future endeavors.

APPOINTMENT OF DIRECTOR

Shareholders are further informed that Mr. John Hulme Scholes (“Hulme”) has been appointed as an independent non-executive director of the Company with immediate effect.

Hulme holds a BA Law and LLB degree from the University of the Witwatersrand and is an admitted attorney of the High Court of the RSA. Hulme specialised in mining and mineral law and has practiced exclusively in the field for 15 years. He was appointed as a commercial director of Aquarius Platinum (“AQPSA”) during 2008 and was a partner at Werksmans Attorneys from 1999 to 2008 and a non-executive director of AQPSA from 2004 until he became an executive director of AQPSA in 2008.

R&E welcomes the appointment of Hulme and looks forward to his valued contributions to the Company.

Johannesburg
19 February 2010
Sponsor
PSG Capital (Pty) Limited

RNG – Randgold & Exploration Company Limited – Results Of The Annual General Meeting

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Shareholders are hereby advised that with the exception of ordinary resolution number 9, which proposed to place the unissued ordinary
shares under the control of the directors of the Company and which was not approved by the requisite majority of shareholders, all of the
remaining ordinary and special resolutions tabled at the Annual General Meeting of the Company held on Thursday, 21 January
2010 were approved by the requisite majority of shareholders.

The special resolutions will be lodged with CIPRO for registration in due course.

Johannesburg
22 January 2010
Sponsor
PSG Capital (Pty) Limited

RNG/JCI – Revised settlement agreement signed

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NOTIFICATION TO R&E AND JCI SHAREHOLDERS RENEWAL OF CAUTIONARY ANNOUNCEMENT JCI, JCI Investment Finance (Pty) Limited (“JCIIF”) and R&E (“the parties”) are pleased to announce that earlier today the parties signed a revised Settlement Agreement (“the revised Settlement Agreement”), following the lapsing of the Settlement Agreement concluded between them on 31 August 2009 and then again on 18 September 2009, the terms of which were previously communicated to R&E and JCI shareholders.

In terms of the revised Settlement Agreement, and subject to the fulfillment of various suspensive conditions as detailed in such agreement:

1. JCI and JCIIF shall cause 6 051 632 Gold Fields Limited (“GFI”) ordinary shares to be transferred to R&E;

2. JCI shall allot and issue 1 555 710 220 new JCI ordinary shares (“the new JCI shares”) to R&E, representing approximately 44% of the issued share capital of JCI post the issue of such new JCI shares;

3. R&E shall, following the transfer of the GFI shares to R&E, make a capital distribution of such GFI shares to R&E shareholders in proportion to their respective shareholdings;

4. R&E shall distribute the new JCI shares to R&E shareholders in proportion to their respective shareholdings.

R&E intends also, as part of an unbundling process, to distribute its existing JCI shares comprising 305 186 049 shares to R&E shareholders in proportion to their respective shareholdings.

The revised settlement agreement once implemented will as between the R&E group and the JCI group only, give rise to the JCI group being discharged from R&E`s claims against the JCI Group and vice versa, this, without the parties making any admissions of liability or any concessions in regard to their respective claims.

The terms of the revised settlement agreement will be detailed in a further detailed announcement and circulars will be furnished to the shareholders of R&E and JCI in due course, to whom the revised Settlement Agreement will be presented for approval. The parties have procured irrevocable undertakings from certain key shareholders as required in terms of the revised Settlement Agreement.
Shareholders are further advised that a Litigation Settlement Agreement between the parties, Letseng Diamonds Limited, Investec Bank Limited, Investec Bank Plc and certain other parties was also concluded, the details of which will also be included in a detailed announcement to shareholders in due course and the abovementioned circulars.

RENEWAL OF CAUTIONARY ANNOUNCEMENT

In the light of the above, R&E and JCI shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until the further detailed announcements are made.

Johannesburg
21 January 2010
Sponsor to R&E:
PSG Capital (Pty) Limited
Sponsor to JCI:
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 21/01/2010 16:29:06 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

SENS Announcement – Notice of AGM and Availability of Annual Reports for financial years 2004 – 2008

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The board of R&E is pleased to announce that the annual report of the Company, incorporating the audited annual financial statements
for the years ended 31 December 2007 and 31 December 2008, will be distributed to shareholders on 8 December 2009. This is the first set of audited financial statements published by R&E since the suspension of R&E from the JSE Limited on 1 August 2005 as a result of the Company’s inability to publish audited financial statements due to the alleged widespread fraud and misappropriation of R&E’s assets, details of which have been
previously communicated to shareholders on a regular basis. Furthermore, the restated, unaudited and disclaimed consolidated financial statements of R&E for the years ended 31 December 2004, 2005 and 2006 respectively, will also be distributed to shareholders concurrently with the annual report but as a separate publication on 8 December 2009.

As indicated in prior shareholder updates, shareholders are reminded that given the extent of the frauds and misappropriations allegedly
perpetrated against R&E, there may well be historical events and circumstances of which the present board of R&E are not aware that could have had a material effect on the affairs of R&E. The present board of R&E has therefore disclaimed any liability in respect of the accuracy and/or completeness of the information reflected in the financial results for the years ended 31 December 2004, 2005 and 2006 respectively.

UPDATE TO SHAREHOLDERS

As set out in the Information Update to shareholders published on 17 June 2009, and the last SENS announcement of 22 September 2009, the present board of R&E has embarked upon a pragmatic and commercial strategy to endeavour to recover further funds and assets allegedly misappropriated from R&E by, amongst others, JCI Limited (“JCI”). Since April 2007, R&E has attempted to effect both a merger and a settlement with JCI as an alternative to expensive and costly litigation. Despite overwhelming support from R&E’s shareholders, both attempts were rejected by JCI’s shareholders.

In terms of the mediation and arbitration agreement concluded with JCI on 7 April 2006 and amended on 19 July 2006 and 28 September 2007 (“the Agreement”), the board instructed R&E’s legal team to refer the matter to arbitration.

Notwithstanding the fact that JCI has for in excess of three years actively participated in the mediation process as set out in the Agreement, JCI
is now not willing to subject the dispute between the companies to arbitration. On 6 November 2009, JCI launched an application out of
the South Gauteng High Court (Johannesburg) seeking an order that the dispute between it and R&E should not be referred to arbitration
and that the provisions of the Agreement should cease to have any effect. R&E is opposing this application. Shareholders will be kept informed of any developments regarding this matter.

The unaudited Net Asset Value (“NAV”) of R&E at 31 October 2009 is approximately R7.36 per share. Some 55% of the NAV is exposed to the gold market through R&E’s investment in Gold Fields Limited and gold-related prospecting rights. The balance of the NAV is comprised of cash and secured loans to the JCI group, making the Company extremely liquid. Any increase in value beyond the current NAV will largely be dependent
on R&E’s ability to prove and extract value from its civil claims and in particular claims against JCI. In this regard, the R&E board believes that JCI has a duty to formally advise R&E’s and JCI’s shareholders of its current financial status, the last statement to this effect having been an abbreviated NAV statement published by JCI in October 2008 as part of JCI’s circular to its shareholders proposing a merger with R&E, which merger was
rejected by JCI’s shareholders.

In summary, the R&E board remains focused on the recovery of assets allegedly misappropriated from it whilst simultaneously protecting
and growing the Company’s existing asset base. It would not be in the interests of R&E to elaborate on its asset recovery strategy, except
to assure shareholders that the board will always adopt a commercial and pragmatic approach towards recoveries.

The relisting of the Company on the JSE, which would allow shareholders to trade their ordinary shares, is now a management priority and shareholders will be kept abreast of further developments in this regard.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that pursuant to an order by the Registrar of Companies, a general meeting of the Company which shall be deemed
to be an annual general meeting in terms of the provisions of section 179(4) of the Companies Act, 61 of 1973, as amended, for the financial
years ended 31 December 2004 to 31 December 2008 (“the AGM”), will be held at MW Business Centre, Michelangelo Hotel, Mandela
Square, Sandton, at 10:00 on Thursday 21 January 2010 to transact the business as set out in the notice contained in the annual report of
the Company.

The annual report for the years ended 31 December 2007 and 31 December 2008, incorporating the notice of AGM for the financial
years ended 31 December 2004 to 31 December 2008, and the unaudited, disclaimed consolidated financial statements of R&E for
the years ended 31 December 2004 to 31 December 2006, will be available on the R&E website: www.randgold.co.za before close of
business today.

RENEWAL OF CAUTIONARY

R&E’s shareholders should note that the cautionary announcement of 26 October 2009 is hereby further renewed. Accordingly, R&E’s
shareholders should continue to exercise caution when trading in their shares over the counter.

Update to shareholders – R&E claims against JCI

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RENEWAL OF CAUTIONARY ANNOUNCEMENT

1. Shareholders are referred to the SENS announcement of Randgold and Exploration Company Limited (”R&E”) dated 12 June 2009, in which shareholders were informed that the settlement as envisaged in the Memorandum of Understanding (”MOU”) concluded between R&E, JCI Limited (”JCI”) and JCI Investment Finance (Pty) Limited (collectively ”the companies”) on 5 May 2009 had not been achieved by the target date and further, that while the Board of R&E remained hopeful that a settlement could still be achieved, all options were being assessed, including arbitration.

2. On 31 August 2009, the companies signed a Settlement Agreement (”the Settlement Agreement”) subject to the fulfillment of a number of suspensive conditions. One such condition required certain shareholders of JCI and R&E to furnish irrevocable undertakings within two business days of the signature of the Settlement Agreement to support the Settlement Agreement and to vote in favour of the resolutions to be passed at shareholders meetings of R&E and JCI. Such irrevocable undertakings were however not forthcoming resulting in the Settlement Agreement lapsing.

3. On 16 September 2009, the companies re-signed the Settlement Agreement however the same suspensive condition had once again not been fulfilled. Shareholders are therefore advised that the Settlement Agreement has lapsed due to the non-fulfillment of the suspensive condition referred to above.

4. Due to the lapsing of the re-signed Settlement Agreement, R&E will be referring the disputes between it and JCI to arbitration in terms of the Mediation and Arbitration Agreement concluded between it and JCI on 7 April 2006.

5. Instructions have been given to R&E`s legal team to make the necessary arrangements in this regard.

6. Shareholders are cautioned that R&E`s claims against JCI are yet to be proven and the Board of R&E cannot predict the outcome thereof. The Board will at all times consider the commercial viability of the claims and will keep shareholders informed of developments.
Johannesburg
22 September 2009
Sponsor PSG Capital (Pty) Limited
Date: 22/09/2009 16:47:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.