THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The interpretation and definitions on pages 3 to 5 of this circular have been used on this front cover.

Action required

If you are in any doubt as to the action that you should take in relation to this circular, please consult your CSDP, broker, banker, attorney, accountant or other professional adviser immediately.

If you have disposed of all your R&E shares please forward this circular to the purchaser of such R&E shares or the CSDP, broker, banker or other agent through whom the disposal was effected.

Certificated R&E shareholders or “own name” dematerialised shareholders who are unable to attend the R&E general meeting to be held at 10:00 on Wednesday, 31 October 2007 in the Auditorium on the Ground Floor, at the registered office of R&E, 28 Harrison Street, Johannesburg and wish to be represented at such meeting, must complete and return the attached form
of proxy in accordance with the instructions contained therein to the South African transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or the United Kingdom registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, which form, in order to be valid, must be received by no later than 10:00 on Monday, 29 October 2007.

Dematerialised R&E shareholders, other than “own name” dematerialised R&E shareholders, who wish to attend the R&E general meeting to be held at 10:00 on Wednesday, 31 October 2007 in the Auditorium on the Ground Floor, 28 Harrison Street, Johannesburg (the registered office of R&E) must instruct their CSDP or broker to issue them with the necessary authority to
attend. Should dematerialised shareholders, other than “own name” dematerialised R&E shareholders, who wish to vote at the R&E general meeting by proxy, they must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between them and their CSDP or broker.

R&E AND JCI AND CERTAIN OF THEIR SUBSIDIARIES RELINQUISH RIGHTS CONTIGUOUS TO THE SOUTH DEEP GOLD MINE, IN FAVOUR OF WESTERN AREAS LIMITED (“WAL”), A WHOLLY- OWNED SUBSIDIARY OF GOLD FIELDS LIMITED (“GOLD FIELDS”) AND FURTHER CAUTIONARY ANNOUNCEMENT

INTRODUCTION

Further to the cautionary announcement published on SENS on 11 June 2007, R&E and JCI announce that they have reached agreement with Gold Fields in terms of which they will relinquish rights to WAL which they have contiguous to the South Deep gold mine, for a total consideration of R400 million (excluding value added tax). The consideration will be paid to Goldridge Gold Mining Company (Proprietary) Limited (“Goldridge”), the entire share capital of which will be indirectly owned between R&E and JCI. Based on their percentage ownership, R&E’s and JCI’s indirect interest in the consideration will be R218 million and R182 million respectively.

THE AGREEMENT

On 26 July 2007, JCI and certain subsidiary companies (“JCI Group”) and R&E and a subsidiary company (“R&E Group”) entered into an agreement with, inter alia, Gold Fields and WAL (“the Agreement”) to relinquish any right, title and interest that they have collectively and severally, in the Kalbasfontein rights, the WA4 rights, the Cardoville rights and the Wildebeestkuil rights (“contiguous rights”) in favour of WAL. In return WAL will transfer its 36% shareholding in Goldridge to Free State Development and Investment Corporation Limited (“FSD”), and WAL will pay a cash purchase consideration of R400 million, excluding value added tax (“the transaction”). WAL will, on the third business day following the day on which all the conditions precedent have been fulfilled, and after FSD has become the sole shareholder of Goldridge, pay Goldridge the purchase consideration. As a consequence of the proposed transaction Goldridge will become a wholly owned subsidiary of FSD. Presently JCI, through subsidiary companies; own 44.9% of FSD, and R&E owns 55.1% of FSD.

This relinquishment of the contiguous rights would crystallise the value of any current direct or indirect non-income generative rights that R&E and JCI possess, and would provide liquidity for R&E and JCI, which could be applied to enhance the value of the remainder of R&E’s and JCI’s assets.

The transaction is classified as a Category 1 transaction for R&E and JCI in terms of the JSE Limited (“the JSE”) Listings Requirements. Circulars will be issued in due course to R&E and JCI shareholders incorporating all documentation required in terms of Listings Requirements of the JSE. The Boards of Directors of R&E and JCI respectively, support the proposed transaction and have undertaken to recommend the proposed transaction to their respective shareholders and, in this respect and as at the date of this announcement, R&E and JCI have secured irrevocable undertakings, in favour of WAL, of support for the proposed transaction from R&E and JCI shareholders holding 52% and 57% of their respective shares entitled to vote at general meetings of shareholders of R&E and JCI.

Further detailed announcements setting out the financial effects of the transactions on the shareholders of R&E and JCI respectively, and the salient dates and times of the proposed transaction, will be made in due course.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement published on 11 June 2007, JCI and R&E shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a detailed announcement is provided.

Johannesburg
27 July 2007

Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
FORWARD-LOOKING STATEMENT DISCLAIMER FOR R&E

Certain statements in this announcement, as well as oral statements that may be made by the officers, directors or employees of each of R&E or JCI acting on its behalf relating to such information, contain “forward-looking statements” 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”. These include, without limitation, those statements concerning the completion of the relinquishment by R&E, JCI and certain of their subsidiaries of certain contiguous rights to WAL; the value of the net assets of R&E and JCI; the ability of the companies to successfully consummate a merger that is approved by the shareholders and is acceptable to the necessary governmental authorities, the fraud and misappropriation that are alleged to have occurred and the time periods affected thereby; the ability of R&E and JCI to recover any misappropriated assets and investments; the outcome of any proceedings on behalf of, or against R&E or JCI; the ability of each of R&E and JCI to complete its forensic investigation and prepare audited financial statements; the time period for completing the forensic investigation and audited financial statements; the amount of any claims R&E is or is not able to recover against others, including JCI, and the success of its mediation with JCI; the likelihood and economic parameters of any merger arrangement between JCI and R&E; and the ultimate impact on the previously released financial statements and results, assets and investments, including with respect to Randgold Resources Limited, business, operations, economic performance, financial condition, outlook and trading markets of R&E and JCI. Although R&E and JCI believe that the expectations reflected in such forward- looking statements are reasonable, no assurance can be given that such expectations will prove to be correct, particularly in light of the extent of the alleged frauds and misappropriations uncovered to date. Actual results could differ materially from those implied by or set out in the forward- looking statements.

Among other factors, these include the inherent difficulties and uncertainties in ascertaining the values of the net assets of the companies, particularly in light of the absence of any independent valuations, the existence of any unknown liabilities, the willingness of any governmental authority to sanction any merger in light of the absence of independent valuations or otherwise; the extent, magnitude and scope of any fraud and misappropriation that may be ultimately determined to have occurred and the time periods and facts related thereto following the completion of the forensic investigation and any other investigations that may be commenced and the ultimate outcome of such forensic investigation; the ability of R&E to successfully assert any claims it may have against other parties for fraud or misappropriation of R&E assets or otherwise and the solvency of any such parties, including JCI; the determinations of the mediators and acceptance of any such determinations by the shareholders of R&E and JCI; the ability of R&E to defend successfully any counterclaims or proceedings against it; the ability of each of R&E and JCI and the forensic investigators to obtain the necessary information with respect to the transactions, assets, investments, subsidiaries and associated entities of R&E and JCI to complete the forensic investigation and prepare audited financial statements; the willingness and ability of the forensic investigators and auditors to issue any final opinions with respect thereto; the ability of R&E to implement improved systems and to correct its late reporting; the JSE Limited’s willingness to lift its suspension of the trading of R&E’s securities on that exchange; changes in economic and market conditions; fluctuations in commodity prices and exchange rates; the success of any business and operating initiatives, including any mining rights; changes in the regulatory environment and other government actions; business and operational risk management; other matters not yet known to R&E or JCI or not currently considered material by R&E or JCI; and the risks identified in Item 3 of R&E’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 R&E, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. R&E expressly disclaims any obligation to release publicly any update 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.

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”)

In a joint announcement on 29 June 2007, R&E and JCI shareholders were notified that the companies had applied to the JSE Limited (“JSE”) and the Securities Regulation Panel (“SRP”) for rulings relating to the appropriate disclosures to be made in respect of the proposed merger of the companies, as per the joint SENS announcement on 23 April 2007. In terms of the scheme, R&E would acquire all the issued shares in JCI in exchange for an issue of new R&E shares.

Shareholders were advised that the Executive Director of the SRP had determined that interested parties would be given an opportunity to submit written submissions to the Executive Director regarding the proposals for disclosure contained in the application.

Shareholders are hereby advised that:

• Six written submissions were received by the Executive Director of the SRP prior to the deadline of 12h00 on Friday, 6 July 2007, for their consideration.
• Shareholders will be kept informed of meaningful developments in respect of the application to the SRP.

Johannesburg

20 July 2007

Sponsor and Corporate Adviser
Sasfin Capital
A division of Sasfin Bank Limited

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

Request for submissions.

Shareholders in JCI and R&E are referred to the joint announcement by JCI and R&E released on SENS on 23 April 2007 (“the announcement”) where it was announced that the companies intended to merge. In terms of the scheme, R&E will acquire all the issued shares in JCI in exchange for an issue of new R&E shares.

The announcement advised, inter alia, that JCI and R&E are currently unable to fulfil certain of the published requirements of the JSE Limited (“JSE”) and the Securities Regulation Panel (“SRP”) including the disclosure of audited financial information and certain other information relating to events that occurred prior to the reconstitution of both company’s Boards of directors in August 2005. The Boards of both companies intended to make application to the JSE and SRP to obtain rulings relating to the appropriate disclosures to be made and other requirements to be fulfilled within the companies’ current abilities, including the obtaining of opinions from independent experts regarding the proposal.

Application for a ruling has now been lodged. The Executive Director of the SRP has determined that interested parties will be given an opportunity to make written submissions to the Executive Director regarding the proposals for disclosure contained in the application. Copies of the application may be inspected at the offices of JCI and R&E at 13^th Floor, 28 Harrison Street, Johannesburg, and at the office of the SRP at 2, Sherbourne Road, Parktown, Johannesburg, 2193 (Tel 011 482 5630) during normal business hours.

Written submissions are to be received by the Executive Director by 12:00 on Friday, 6 July 2007. Submissions may be faxed to the SRP at fax number +27 11 482 5635 or may be delivered by hand to the SRP marked for the attention of the Executive Director at the following address:

2 Sherborne Road
Parktown
Johannesburg
2193

A further announcement regarding the application will be made on SENS by not later than Wednesday, 11 July 2007.

Johannesburg

29 June 2007

Sponsor and Corporate Adviser
Sasfin Capital
A division of Sasfin Bank Limited

RANDGOLD & EXPLORATION COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1992/005642/06)
Share code: RNG ISIN: ZAE000008819 (Suspended)
ADR Ticker symbol: RNG
Nasdaq trading symbol: RANGY (Delisted)
(“R&E”)

JCI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1894/000854/06
Share code: JCD ISIN: ZAE0000039681 (Suspended)
(“JCI”)

R&E and JCI shareholders are advised that R&E and JCI are in advanced negotiations regarding certain assets.

Further to the cautionary announcement issued on SENS on 23 April 2007, R&E and JCI shareholders are advised to continue to exercise caution when trading their shares over the counter.

Johannesburg
11 June 2007

Sponsor
Sasfin Capital
A division of Sasfin Bank Limited

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
(“R & E” or “the Company”)

Trinity Asset Management (Pty) Ltd (“Trinity”), on behalf of its various funds, today reached a settlement agreement with the directors of R&E which will see Trinity support the proposed merger of R&E and JCI Limited (“JCI”) on the basis of 95 JCI shares for every 1 R&E share.

Trinity has undertaken to withdraw its High Court application to stop the directors of R&E from involving themselves in the settlement of R&E’s claims against JCI. Trinity also agreed to withdraw its Application to set aside R&E’s General Meeting held on 9 March 2007.

As part of the settlement agreement Peter Gray, CEO of R&E, confirmed his public undertaking to resign from the boards of R&E and JCI should the mediation fail and the matter proceed to arbitration.

David Nurek, who is chairman of both R&E and JCI, has also confirmed his intention to resign as a director immediately following the shareholders meeting to vote on the merger proposal.

As part of the settlement agreement, Trinity will be entitled to propose a candidate to the board of R&E for consideration. Both parties have also agreed to retract all allegations of improper conduct made against one another in their affidavits relating to the cases.

By order of the board.

Johannesburg
5 June 2007

Sponsor
Sasfin Capital
A division of Sasfin Bank Limited

Trinity Asset Management (Pty) Ltd (“Trinity”), on behalf of its various funds, today reached a settlement agreement with the directors of Randgold & Exploration Company Limited (“Randgold”) which will see Trinity support the proposed merger of Randgold and JCI Limited (“JCI”) on the basis of 95 JCI shares for every 1 Randgold share.

Trinity has undertaken to withdraw its High Court application to stop the directors of Randgold from involving themselves in the settlement of Randgold’s claims against JCI. Trinity also agreed to withdraw its Application to set aside Randgold’s General Meeting held on 9 March 2007.

As part of the settlement agreement Peter Gray, CEO of Randgold, confirmed his public undertaking to resign from the boards of Randgold and JCI should the mediation fail and the matter proceed to arbitration.

“I believe I can play a constructive role as the CEO of both companies while a mediated settlement and merger is still a possibility. Clearly, I would be conflicted if the matter went to arbitration or litigation and I have always said I would automatically stand down should this happen,” said Gray.

David Nurek, who is chairman of both Randgold and JCI, has also confirmed his intention to resign as a director immediately following the shareholders meeting to vote on the merger proposal.

In his letter of resignation from both boards, Nurek said: “I have given the matter a great deal of thought and have decided that, whatever the outcome of the shareholder votes in respect of the merger, I am going to step down from the Boards of both Randgold and JCI.I have arrived at this decision in the context of understanding that at the time of the shareholder vote in respect of the merger, I will have completed my mandate in relation to my appointment to the respective Boards.”

As part of the settlement agreement, Trinity will be entitled to propose a candidate to the board of Randgold for consideration. Both parties have also agreed to retract all allegations of improper conduct made against one another in their affidavits relating to the cases.

Quinton George, CEO of Trinity, said the settlement finally paves the way for the merger of JCI and Randgold to go ahead.

“This is a commercially viable solution which suits both parties and will allow the directors to concentrate on unlocking value for shareholders in the two companies.”

George pointed out that this settlement does not relate to the outstanding case Trinity brought against Investec relating to the validity of their Loan Agreement (ILA) to JCI.

“We expect that judgement on whether we have ‘locus standi’ to bring our claim will be handed down sometime this week or next. Our legal advisors are optimistic that we have a strong case,” said George.

Gray has welcomed the settlement, saying that scarce executive resources could be better utilised on the preparation of a detailed circular to shareholders setting out the terms and conditions of the proposed merger.

For further information contact:

Trinity Holdings (Pty) Limited
Quinton George
021 7004880
0832663745

On behalf of JCI Limited and Randgold & Exploration Company Limited
Brian Gibson
011 8801510
083 253 5988

Download the PDF

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
(“R & E” or “the Company”)

In compliance with section 3.59 of the Listings Requirements of the JSE Limited, notification is hereby given that Mr. David Morris Nurek has advised the board of his intention to resign from the positions of Chairman and Director of R & E.

His resignation will take effect on the same day that the shareholders either, approve or reject the proposed merger with JCI Limited, or upon any prior notification that the merger will not proceed. Outlining the reasons for his impending resignation, Mr. Nurek noted that when he was appointed to the board, he did not foresee the appointment to be a long term role, given that his mandate at that time was to assist and guide the newly appointed management team to:

1. stabilise the precarious financial position in which the Company found itself at that time;
2. preserve and grow the remaining assets of the Company;
3. resolve key outstanding issues affecting the Company; and
4. nurse the Company back to health and determine a way forward that would be in the best interests of all of the shareholders.

Mr. Nurek believes that most, if not all, of these objectives have been achieved, and will, at the time of shareholders voting on the proposed merger, have completed the mandate given to him.

The board wishes to express its appreciation for the commitment and contribution that Mr. Nurek has made, and continues to make, to the Company during an extremely harrowing and difficult period of the Company’s existence.

29 May 2007
Johannesburg

Sponsor
Sasfin Capital

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
(“R&E” or “the Company”)

1. Application served by Trinity on Messrs. D Nurek, P Gray and the Company.Shareholders are advised, that on 29 March 2007, Trinity Preferred Provident Fund and four others (“Trinity”), served an application on R&E, its Chairman David Nurek and CEO Peter Gray, in terms whereof, Trinity seeks inter alia, an order against Messrs Nurek and Gray, interdicting and restraining them from involving themselves in, or exercising any powers concerning any issue relating to R&E’s claims against JCI. Trinity contends that Messrs Nurek and Gray stand in a position of conflict.

   R&E and Messrs Nurek and Gray are resisting the relief claimed against them.

2. Further application served by Trinity on The Registrar of Companies and Close Corporations (“the Registrar of Companies”) and R&E.Shareholders are further informed, that on 3 April 2007, Trinity proceeded with a second application against the Registrar of Companies and R&E in terms of which Trinity seeks inter alia, to review the decision by the Registrar of Companies to convene the General Meeting which was held on 9 March 2007, in accordance with the provisions of Section 179(4) of the Companies Act, and further asks inter alia, that Johann Blersch and Tom Dale be re-instated as Directors of R&E, and that all decisions reached by the Board of R&E post 9 March 2007, be set aside. R&E is taking advice on the application and intends opposing it.
3. Renewal of cautionary announcement to R&E shareholders.Until the publication of further information, shareholders are advised to continue to exercise caution in trading their shares over-the-counter.

23 April 2007
Johannesburg

Sponsor Sasfin Capital
(A division of Sasfin Bank Limited)

FORWARD-LOOKING STATEMENT DISCLAIMER FOR R&E

Certain statements in this announcement, as well as oral statements that may be made by R&E’s officers, directors or employees acting on its behalf relating to such information, contain “forward-looking statements” 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”. These include, without limitation, those statements concerning the value of the net assets of R&E and JCI; the ability of the companies to successfully consummate a merger that is approved by the shareholders and is acceptable to the necessary governmental authorities, the fraud and misappropriation that are alleged to have occurred and the time periods affected thereby; the ability of R&E to recover any misappropriated assets and investments; the outcome of any proceedings on behalf of, or against R&E; R&E’s ability to complete its forensic investigation and prepare audited financial statements; the time period for completing its forensic investigation and audited financial statements; the amount of any claims R&E is or is not able to recover against others, including JCI, and the success of its mediation with JCI; the likelihood and economic parameters of any merger arrangement between JCI and R&E; the estimated valuations given to assets and liabilities in the NAV statement; and the ultimate impact on R&E’s previously released financial statements and results, assets and investments, including with respect to Randgold Resources Limited, business, operations, economic performance, financial condition, outlook and trading markets. Although R&E 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, particularly in light of the extent of the alleged frauds and misappropriations uncovered to date. Actual results could differ materially from those implied by or set out in the forward-looking statements.

Among other factors, these include the inherent difficulties and uncertainties in ascertaining the values of the net assets of the companies, particularly in light of the absence of any independent valuations, the existence of any unknown liabilities, the willingness of any governmental authority to sanction any merger in light of the absence of independent valuations or otherwise; the extent, magnitude and scope of any fraud and misappropriation that may be ultimately determined to have occurred and the time periods and facts related thereto following the completion of the forensic investigation and any other investigations that may be commenced and the ultimate outcome of such forensic investigation; the ability of R&E to successfully assert any claims it may have against other parties for fraud or misappropriation of R&E assets or otherwise and the solvency of any such parties, including JCI; the determinations of the mediators and acceptance of any such determinations by the shareholders of R&E and JCI; the ability of R&E to defend successfully any counterclaims or proceedings against it; the ability of R&E and its forensic investigators to obtain the necessary information with respect to R&E’s transactions, assets, investments, subsidiaries and associated entities to complete the forensic investigation and prepare audited financial statements; the willingness and ability of R&E’s forensic investigators and auditors to issue any final opinions with respect thereto; the ability of R&E to implement improved systems and to correct its late reporting; the JSE Limited’s willingness to lift its suspension of the trading of R&E’s securities on that exchange; changes in economic and market conditions; fluctuations in commodity prices and exchange rates; the success of any business and operating initiatives, including any mining rights; changes in the regulatory environment and other
government actions; business and operational risk management; other matters not yet known to R&E or not currently considered material by R&E; and the risks identified in Item 3 of R&E’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 R&E, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. R&E expressly disclaims any obligation to release publicly any update 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.