SENS Announcement – Changes to the Board and Board Committees

In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the board of directors of the Company (“the Board”) wishes to advise shareholders of the following changes to the Board and its committees with effect from 19 April 2021:

  • Mr David Chaim Kovarsky (“Mr Kovarsky”), the current chairperson of R&E, has resigned as an independent non-executive director of the Company and as a member of the relevant Board committees.
  • Mr Patrick Ernest Burton (“Mr Burton”), an independent non-executive director of R&E, has been appointed as interim chairperson, until such time that the Board appoints a permanent independent non-executive chairperson.

The Board has commenced a process of identifying a suitable replacement and shareholders will be advised as soon as such appointment has been made.

The Board would like to thank Mr Kovarsky for his valuable contribution to the Company and wishes him well in his future endeavours.

Johannesburg
20 April 2021
Sponsor
PSG Capital

SENS Announcement – Summarised Group Financial Statements for the year ended 31 December 2020

1. SALIENT FEATURES

Operating loss decreased by 30.64% to R24.9 million, from R35.9 million* in the prior corresponding period.

Loss and headline loss per share improved by 25.14% to a loss of 25.01 cents per share, from a loss and headline loss per share of 33.41 cents per share in the prior corresponding period.

Net asset value per share (“NAVPS”) decreased by 14.13% to 158 cents per share, from 184 cents per share in the prior corresponding period.

* Restated due to a reclassification of certain line items to better reflect their nature. This reclassification does not change the loss or headline loss for the year.

2. SHORT-FORM ANNOUNCEMENT

This short-form announcement is the responsibility of the directors of the Company. It contains only a summary of the information in the full announcement (“Full Announcement”) and does not contain full or complete details. The Full Announcement can be found at:

https://senspdf.jse.co.za/documents/2021/JSE/ISSE/RNG/FY20.pdf

Copies of the Full Announcement is also available for viewing on the Company’s website at https://www.randgoldexp.co.za/announcements-media/ or may be requested in person, at the Company’s registered office or the office of the sponsor, at no charge, during office hours.

Any investment decisions by investors and/or shareholders should be based on consideration of the Full Announcement, as a whole.

These annual results for the year ended 31 December 2020 have been audited by the Company’s auditors, KPMG Inc., who expressed an unmodified audit opinion thereon. The audit opinion also includes communication of key audit matters. The audit opinion is available, along with the annual financial statements (included within the annual report), and the summary financial results, on the Company’s website at https://www.randgoldexp.co.za/announcements-media/ or https://www.randgoldexp.co.za/announcements-media/annual-reports/ respectively.

31 March 2021
Sponsor
PSG Capital

SENS Announcement – Notice of Annual General Meeting and Summarised Financial Statements

Randgold & Exploration Company Limited (“the Company”) hereby advises shareholders of the Company (“Shareholders”) that the Company’s Notice to Shareholders (“the Notice”) regarding its annual general meeting (“Annual General Meeting”), incorporating the summarised consolidated annual financial statements of the Company for the year ended 31 December 2020, was dispatched to Shareholders today, 31 March 2021.

The following documents will also be available on the Company’s website, https://www.randgoldexp.co.za/announcements-media/, as from today, 31 March 2021:

  1. the Notice to Shareholders: Annual General Meeting; and
  2. the Annual Report containing the audited consolidated annual financial statements of the Company for the year ended 31 December 2020.

NOTICE OF AGM

Notice is hereby given that the Annual General Meeting will be conducted entirely by electronic communication as permitted by the Companies Act, No. 71 of 2008, as amended,
the JSE Limited and the Company’s memorandum of incorporation at 11:00 a.m. on Friday, 28 May 2021, to transact the business as set out in the Notice.

The date on which Shareholders must be recorded as such in the share register of the Company to be eligible to vote at the Annual General Meeting is Friday, 21 May 2021, with the last day to trade being Tuesday, 18 May 2021.

Johannesburg
31 March 2021
Sponsor
PSG Capital

SENS Announcement – Broad-Based Black Economic Empowerment Act: Affidavit

In accordance with paragraph 16.21(g) and Appendix 1 to Section 11 of the JSE Limited Listings Requirements, notice is hereby given that the Company submitted a sworn affidavit
to the B-BBEE commission stating that the Company qualifies as a B-BBEE small enterprise in terms of section 13G(2) of the Act. The affidavit is available on the Company’s website at
https://www.randgoldexp.co.za/investor-relations/b-bbee/.

Johannesburg
31 March 2021
Sponsor
PSG Capital

SENS Announcement – Trading Statement

In terms of the JSE Limited Listings Requirements, a listed company is required to publish a trading statement as soon as it becomes reasonably certain that the financial results for the next period to be reported on will differ by 20% or more from the financial results for the previous corresponding period.

Accordingly, shareholders are hereby advised that a reasonable degree of certainty exists that the Company expects to report:

  • a loss and headline loss per share of between 21.67 cents and 28.35 cents, being an improvement of between 35.14% (11.8 cents) and 15.14% (5.06 cents) for the year ended 31 December 2020, compared to the loss and headline loss per share of 33.41 cents reported for the year ended 31 December 2019.

The reason for the improvement in the current reporting period is mainly as a result of significant less operating expenditure, which includes legal expenses incurred.

The information contained in this trading statement has not been reviewed or reported on by the Company’s external auditors. R&E expects to release its financial results for the year ended 31 December 2020 on or about 31 March 2021.

Johannesburg
25 March 2021
Sponsor
PSG Capital

SENS Announcement – Changes to the Board and Board Committees

In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the board of directors of the Company (“the Board”) wishes to advise shareholders of the following changes to the Board and its committees with effect from 18 November 2020:

Board

Mr Tembani Samuel Dube (“Mr Dube”) has been appointed as an independent non-executive director of the Company.

Mr Van Zyl Botha (“Mr Botha”) has resigned as a non-executive director of the Company.

Audit and risk committee of the Company (“Audit Committee”)

Mr Dube has been appointed as a member of the Audit Committee.

Remuneration committee of the Company (“RemCom”)

Mr Dube has been appointed as a member of the RemCom.
Nomination committee of the Company (“NomCom”)

Mr Dube has been appointed as a member of the NomCom.

Social and Ethic committee of the Company (“S&E Committee”)

Mr Botha has resigned as a member of the S&E Committee.

Mr Dube is a successful business man with over 45 years of experience in the public and private sectors. Along with his late partner, Mr Dube established Jubelie Project Management Proprietary Limited (“Jubelie”) which has grown into a successful development company completing numerous housing projects for municipalities, provincial and national government. Prior to establishing Jubelie, he served as the black economic empowerment partner for the Power group of companies as well as a director of the Small Business Development Corporation (now known as Business Partners).

The Board would like to thank Mr Botha for his valuable contribution to the Company and wishes him well in his future endeavours. The Board further welcomes Mr Dube and looks forward to his contribution to the Company.

Johannesburg
18 November 2020
Sponsor
PSG Capital