SENS Announcement – Changes to the Board and the Audit and Risk Committee

In accordance with paragraph 3.59(a) 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 the audit and risk committee (“Audit Committee”) with effect from 15 June 2021:

Board

Mr Roderick John Fehrsen (“Mr Fehrsen”) has been appointed as an independent non-executive director of the Company.

Mr Joel Martin Kesler (“Mr Kesler”) has been appointed as a non-executive director of the Company.

Audit Committee

Mr Fehrsen has been appointed as a member of the Audit Committee.
Mr Fehrsen, a qualified Accountant, has a long career in business and today acts as chairman on several boards. He served in various positions in the Anglovaal Industries Group of Companies. He also served for about 13 years as CEO of Plate Glass and Shatterprufe Industries’ South African glass interests. Mr Fehrsen was also part of the listing of a multi-faceted marketing services group, Billboard Holdings, and further spent some time as a private entrepreneur. He joined Ethos Technology Fund in 2002 as a partner, where he spent about 6 years. He currently chairs the SPARK Schools board and also serves on the advisory board of Medu Capital.

Mr Kesler is a qualified Attorney, with degrees in Commerce and Law (Cum Laude) from the University of Cape Town. He has 25 years of experience in global merger and acquisitions, advisory, corporate finance and business development. From 2004 onwards, he has held a senior international executive board position with Atlatsa Resources Corporation, a public company previously listed on the NYSE (AMEX), TSX and JSE. He is a co-founder and principal of the Tomahawk Group, a multi-family office that holds a diversified private equity portfolio, including direct investments in mining and metals, oil and gas, industrials, technology, as well as speciality consumer products.

The Board welcomes Messrs Fehrsen and Kesler and looks forward to their contribution to the Company.

Johannesburg
15 June 2021
Sponsor
PSG Capital

SENS Announcement – Results of Annual General Meeting

Shareholders are hereby advised that at the annual general meeting of the Company held entirely by electronic communication at 11:00 a.m. today, Friday, 28 May 2021 (“AGM”), all of the resolutions were passed by the requisite majorities of the Company’s shareholders, save for ordinary resolution number 4 which was withdrawn.

Details of the results of the voting at the AGM are as follows:

Resolutions proposed at the AGM Votes for resolution as a percentage of total number of shares voted at AGM Votes against resolution as a percentage of total number of shares voted at AGM Number of shares voted at AGM Number of shares voted at AGM as a percentage of shares in issue* Number of shares abstained as a percentage of shares in issue*
Ordinary resolution number 1:
To re-elect PE Burton as director
99.88% 0.12% 52 498 402 70.39% 0.02%
Ordinary resolution number 2:
To confirm the appointment of TS Dube as director
99.89% 0.11% 52 318 782 70.15% 0.26%
Ordinary resolution number 3:
To re-appoint PE Burton as member of the audit and risk committee
99.88% 0.12% 51 776 961 69.42% 0.98%
Ordinary resolution number 4:
To re-appoint DC Kovarsky as member of the audit and risk committee
WITHDRAWN
Ordinary resolution number 5:
To appoint TS Dube as member of the audit and risk committee
98.62% 1.38% 52 318 782 70.15% 0.26%
Ordinary resolution number 6:
To re-appoint KPMG Inc. as the auditor of the Company
97.25% 2.75% 52 498 402 70.39% 0.02%
Ordinary resolution number 7:
To pass a non-binding advisory vote on the Company’s remuneration policy
98.50% 1.50% 52 318 782 70.15% 0.26%
Ordinary resolution number 8:
To pass a non-binding advisory vote on the Company’s implementation report on the remuneration policy
99.88% 0.12% 51 776 961 69.42% 0.98%
Special resolution number 1:
Approval of remuneration of non-executive directors
99.86% 0.14% 51 776 961 69.42% 0.98%
Special resolution number 2:
Approval of right to provide financial assistance as contemplated in section 45 of the Companies Act
99.87% 0.13% 52 498 402 70.39% 0.02%

Note:
*Total number of shares in issue as at the date of the AGM was 74 585 065, of which 2 999 893 were treasury shares.

Johannesburg
28 May 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 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