Update to shareholders and renewal of cautionary announcement R&E claims against JCI Limited (“JCI”)

  1. Shareholders are referred to the SENS announcement released on 22 July 2008 in which R&E and JCI informed shareholders that a Memorandum of Understanding (“MOU”) had been signed between the parties.
  2. R&E advises shareholders that the companies have not been able to achieve the settlement agreement as envisaged in the MOU.
  3. Furthermore, R&E and JCI have not been able to execute the proposed merger as contemplated in the joint SENS announcement of 23 April 2007 and consequently, the merger having failed, the dispute between the companies will now be referred to arbitration. R&E CLAIMS AGAINST THIRD PARTIES Further to what was reported in the R&E update to shareholders on 24 July 2008, R&E has recently instituted claims out of the Witwatersrand Local Division of the High Court against the following parties:
    1. Bookmark Holdings (Pty) Limited (“Bookmark”) R&E and Randgold Resources Holdings Limited (“Holdings”) have issued summons against Bookmark, Sello Rasethaba and John Chris Lamprecht (“Lamprecht”), claiming R3 307 981 275.00, alternatively an amount which represents the value of 7 567 500 shares in the issued share capital of Randgold Resources Limited (“Resources”). There are a number of further alternatives to the main claim.
    2. Action against the former directors and associated parties R&E, Holdings and First Wesgold Mining (Pty) Limited (“First Wesgold”) have issued summons against the following parties:
      1. Hendrik Buitendag (“Buitendag”);
      2. John Stratton (“Stratton”);
      3. Charles Cornwall;
      4. Lieben Swanevelder;
      5. Lunga Ncwana;
      6. Songeso Mjongile;
      7. Equitant Trading (Pty) Limited;
      8. Demitrios Perevos; and
      9. Lamprecht.

 

    1. The claims comprise 16 claims in total and collectively amount to R12 534 232 511.00. There are a number of alternative claims and not each of the parties above is cited in every claim.
  1. Charles Orbach and Company (“Charles Orbach”) R&E is currently preparing an information circular for shareholders which will contain an updated NAV statement and will inform shareholders of the actions being taken by it to recover shareholder funds from various third parties on the basis of ongoing forensic investigations.R&E has issued summons against Charles Orbach, claiming a total amount of R2 832 519 782.43.
  2. Societe Generale (“SOCGEN”)R&E and Holdings have issued summons against SOCGEN Johannesburg Branch, claiming payment of R658 179 309.70.
  3. Gold Fields Operations Limited R&E and Holdings have issued summons against Gold Fields Operations Limited, in which R&E and Holdings place reliance on 5 claims totaling R11 453 896 600.00. There are a number of alternatives to the main claims.
  4. Summons Against Lamprecht, Buitendag and Stratton R&E and Holdings have issued summons against Lamprecht, Buitendag and Stratton.R&E and Holdings have issued summons against Lamprecht, Buitendag and Stratton. The summons is for payment of the amount of R389 823 970.00 and is an alternative claim to R&E`s claim against the former directors and associated parties, based on the 7 300 000 Resources shares which R&E alleges were misappropriated from it.
  5. Investec Bank Limited (“Investec”)R&E and Holdings have issued summons against Investec, claiming payment of R270 758 672.90
  6. Tlotlisa Securities (Pty) Limited (“T-Sec”) and associated parties R&E and Holdings have issued summons against:
    1. T-Sec;
    2. Tlotlisa Holdings Limited;
    3. Peter Henry Gray (“Gray”); and
    4. Leonard Steenkamp.

Shareholders are cautioned that the above claims and those included in the update to shareholders of 24 July 2008 are yet to be proven in a court of law and the board can not with any degree of certainty predict the outcome of the subsequent litigation. Furthermore, such recoveries as may be made against one party could result in the adjustment of the amounts claimed against another party. The board of R&E will at all times consider the commercial viability of claims and will keep shareholders informed of developments in this regard.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements, the last of which was dated 22 July 2008, and in the light of the above, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a further announcement is made in this regard.

Johannesburg
26 August 2008
PSG Capital (Pty) Limited: Sponsor
Van Hulsteyns Attorneys: Attorneys to R&E
Date: 26/08/2008 10:27:01
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.

JCD: JCD / RNG – JCI Limited / Randgold & Exploration Company Limited – Shareholder

Joint announcement by R&E and JCI
Shareholders update on Settlement negotiations

Shareholders are referred to the SENS announcement released on 22 July 2008 where R&E and JCI informed shareholders that a Memorandum of Understanding (“MOU”) was signed between the parties. Amongst various conditions, the MOU provided for a period of 21 days in which the companies were expected to sign a full and final settlement agreement.

The parties have subsequently agreed to extend the 21 day period to 25 August 2008.Shareholders will be kept informed of developments.

Johannesburg
19 August 2008
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited

Date: 19/08/2008 15:52:01 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

Proposed settlement agreement and renewal of cautionary announcement

JCI and R&E are pleased to announce that they yesterday signed a Memorandum of Understanding (“MOU”).

In terms of the MOU, and subject to the fulfillment of conditions precedent:

  • JCI shall cause 8 650 000 Gold Fields Limited shares to be registered in the name of R&E;
  • JCI shall cause 6 196 868 R&E shares, which are registered in the name of JCI to be registered in the name of R&E;
  • R&E shall cause 265 935 854 JCI shares, which are registered in the name of R&E to be transferred to JCI; and
  • JCI shall register 285 899 200 Jaganda (Pty) Limited preference shares (“the prefs”) in the name of R&E(Being 80% of JCI’s interest in the prefs).

In terms of the MOU, the companies will endeavor to conclude a binding Settlement Agreement (“Settlement Agreement”) within 21 days, which is intended to provide for a full and final settlement of all claims by R&E against JCI and vice versa. The Settlement Agreement, if concluded, is an alternative to the proposed merger and will result in a similar financial outcome for the shareholders of the companies.

The Settlement Agreement will be subject to a number of conditions precedent which will be included in circulars for approval by the shareholders of JCI and R&E in general meeting. It is intended that should the Settlement Agreement become binding on JCI and R&E, the proposed merger (which has not been aborted at this stage) will not proceed.

RENEWAL OF CAUTIONARY ANNOUNCEMENT

Further to the cautionary announcements, the last of which was dated 10 July 2008, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a further announcement is made.

22 July 2008
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Randgold & Exploration Company Limited (“R&E”) issues update to shareholders

  1. R&E chairman, David Nurek, and CEO, Peter Gray, announced their resignation on 10 July and 11 July 2008 respectively.
  2. 2. In his capacity as acting chairman of R&E, independent non-executive director, David Kovarsky, today made the following announcement:
    1. As a consequence of the mediation process, R&E and JCI Limited (“JCI”) have been endeavouring to effect a merger of the companies since 23 April 2007.
    2. Regulatory approvals necessary for the proposed merger have not yet been secured.
    3. In the interim, the boards of R&E and JCI have been engaged in negotiations regarding a possible settlement between the companies however agreement has not yet been reached.
    4. The board of R&E will continue to pursue all options open to it, but cautions that the less attractive option of arbitration remains a distinct possibility, despite the costs and delays associated therewith.
  3. The R&E board has noted the website published by anonymous parties claiming to be R&E shareholders. The board disclaims the information contained on the website (other than where it records statements issued in the name of R&E) and in particular cautions shareholders not to be influenced by the speculative Net Asset Values contained on the website and refer shareholders to the Net Asset Value Statement (“NAV”) for the year ended 31 March 2007 published by R&E on 13 December 2007.
  4. R&E is currently preparing an information circular for shareholders which will contain an updated NAV statement and will inform shareholders of the actions being taken by it to recover shareholder funds from various third parties on the basis of ongoing forensic investigations.

Media Statement issued on 14 July 2008 by Brian Gibson Issue Management on behalf of Randgold & Exploration Company Limited.

Contact: Brian Gibson (011 880 1510 or 083 253 5988)

Resignation of Resignation of Chief Executive Officer

In compliance with section 3.59 of the Listings Requirements of the JSE Limited, notification is hereby given that Mr. Peter Henry Gray has resigned as a director from the Board of R & E and from his position of Chief Executive Officer with effect from 11th July 2008.

The board wishes to express its appreciation for the commitment and contribution that Mr. Gray has made to the company during his tenure of office. Executive director and Chief Financial Officer, Mr. Marais Steyn has been appointed as acting Chief Executive Officer of the Company

11th July 2008
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Resignation of Chairman and Renewal of Cautionary

In compliance with section 3.59 of the Listings Requirements of the JSE Limited, notification is hereby given that Mr. David Morris Nurek has resigned as a director from the Board of R & E and from his position of Chairman with effect from 9th July 2008. The board wishes to express its appreciation for the commitment and contribution that Mr. Nurek has made to the company during his tenure of office.

Independent non-executive director, Mr. David Chaim Kovarsky has been appointed as acting Chairman of the Company

RENEWAL OF CAUTIONARY ANNOUNCEMENT

Further to the cautionary announcements, the last of which was dated 29 May 2008, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a further announcement is made.

10th July 2008
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Further Renewal Of Cautionary Announcement

Further to the cautionary announcement dated 17 April 2008, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until further announcements are made.

29 May 2008
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Draft Merger Circulars Submitted

The background to the attached SENS announcement is that JCI submitted the first draft of the scheme arrangement for the proposed merger to the SRP in December 2007. After a period of clarification and discussion, the SRP recently requested that completed merger circulars for both companies should now be submitted to themselves and the JSE.

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
(“Randgold” or “the Company”)

UPDATE TO SHAREHOLDERS

Proposed merger of Randgold & Exploration Company Limited (“R&E”) and JCI Limited (“JCI”) and in terms of a scheme of arrangement (“the scheme”)

Shareholders are advised that the draft R & E and JCI circulars were delivered to the JSE and the Securities Regulation Panel on 2nd April 2008 for approval and/or response. As soon as approval is obtained from the regulators, shareholders will be advised of the dates upon which the respective meetings of shareholders will be held to give effect to the merger.

4 April 2008
Johannesburg
Sponsor and Corporate Adviser
Sasfin Capital
(A division of Sasfin Bank Limited)

RNG – Randgold – Directorate: Resignation

In compliance with section 3.59 of the Listings Requirements of the JSE Limited, notification is hereby given that Ms. Motsehoa Brenda Madumise has advised the board of her intention to resign from the position of Director of R & E. Her resignation will take effect on the same day that the proposed merger with JCI Limited is successfully completed.

The board wishes to express its appreciation for the commitment and contribution that Ms. Madumise has made, and continues to make, to the company during an extremely harrowing and difficult period of the company`s existence.

31 March 2008
Johannesburg
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)