Randgold & Exploration CEO clarifies solvency issue

Randgold & Exploration Company Limited (R&E) CEO, Peter Gray, confirmed last night that the company is solvent. He said that a financial report due to be released on Friday (31 March 2006) would confirm this.

He was responding to media reports that forensic accountants, Umbono Financial Advisory Services (“Umbono”), had claimed that the company was “fatally wounded” and “cannot be turned around”.

John Louw, CEO of Umbono, said he was disturbed that the confidential preliminary forensic reports provided to the company had been leaked. “Our comments about the state of the company related to the sheer scale of the frauds and the impact on the company’s reputation, not to its solvency”, said Louw.

Gray said that corrective action by the directors, including the identification of claims and recoverable assets amounting to almost R1 billion, had strengthened the company’s balance sheet. Some of these recoveries had already taken place.

Gray said he was distressed that the preliminary forensic report had been leaked to the media: “We have to ask ourselves who thought they could benefit from the leak. It may be that this is an attempt to deflect attention or to put pressure on the directors to change course.”

Gray pledged that the directors would not be deterred from the strategy they had been pursuing for the past few months, namely recovering company assets that had been misappropriated or for which appropriate service or value had not been delivered.

“This process will not be influenced by publicity, personalities or intrigue. I must caution, however, that the conclusions of the preliminary forensic reports were not tested and some have been overtaken by events. We received the final report of the forensic accountants only today and it will be considered by the board in the next few days,” he said.

Note to Editors:

R&E spokesperson Brian Gibson was quoted in the Sunday Times as confirming that the company was “undoubtedly insolvent”. In fact Gibson told the Sunday Times (twice) that the company was “solvent”. This is consistent with statements he has made to other media in recent months.

Gibson was further quoted as saying that the company “would indeed recover the money” (implying that R&E would seek to recover money from parties listed in the article, including the Kebble estate). In fact, Gibson said: “The company will indeed seek to recover any money that had been misappropriated or was owed to it”.

MEDIA STATEMENT ISSUED ON BEHALF OF RANDGOLD & EXPLORATION COMPANY LIMITED BY BRIAN GISBON (011 880 1510 OR 083 253 5988)

Application for liquidation

The Board of Directors of Randgold and Exploration Company Limited (‘RGE’) advise that:

    1. On 3 March 2006, Trinity Preferred Endowment Fund (as First Applicant), Trinity Preferred Living Annuity Fund (as Second Applicant), Greg Becker (as Third Applicant), Marten Du Plessis (as Fourth Applicant), the Trustees for the time being of the JWA Trust (as Fifth Applicant), Rory Sweet (as Sixth Applicant) and Silver Strand Absolute Return Fund LP (as Seventh Applicant), issued an application out of the High Court of South Africa purposed at obtaining an Order placing RGE into provisional liquidation claiming inter alia that it is just and equitable to do so. (The seven applicants cumulatively hold approximately 3,5% of RGE’s issued share capital).
    2. There is no basis for the application on any of the grounds proposed by the Applicants. The directors of RGE consider that the application is entirely without merit.
    3. RGE has instructed its attorneys to file a notice to oppose the application.
    4. It is not just and equitable that it be wound up. On the contrary, the directors of RGE believe that the proposed liquidation of RGE would be detrimental to the interests of shareholders.
    5. RGE is factually and commercially solvent.

RGE will issue further announcements in due course of and regarding the application and re-iterates its commitment to issue draft financial statements by 31 March 2006.

Media Statement issued by Randgold & Exploration Company Limited

  1. The directors of Randgold & Exploration (“R&E”) were formally advised yesterday, that Societe Generale (“SocGen”) had sold four million Randgold Resources Limited (“RRL”) shares in terms of a scrip lending arrangement entered into between SocGen and R & E – represented by its prior management – “the scrip lending shares”.
  2. The scrip lending shares were being held on behalf of R&E by SocGen.
  3. The scrip lending shares as well as the as yet unaccounted for RRL shares held by R & E are the subject matter of an ongoing forensic investigation.
  4. SocGen contends that it was entitled to effect the sale of the scrip lending shares in terms of the arrangement The directors are not able to comment further at this stage.
  5. The circumstances that led to the scrip lending arrangement referred to above, including the role and responsibility of JCI Limited, are also the subject of the forensic investigation currently under way at R&E.
  6. The sale of the four million scrip lending shares by SocGen and any other RRL shares held by R&E, will be dealt with in R&E’s financial results, having regard to the findings of the forensic investigation, which are scheduled for release in March 2006.
  7. Furthermore, the directors advise shareholders that the Listing and Hearing Review Council of the Nasdaq Stock Market, Inc. yesterday affirmed an earlier decision to delist R & E and rejected an appeal against the delisting of the Company’s securities from the Nasdaq Stock Market (which was effective from 21 September 2005), on the grounds that the Company does not comply with the filing requirements.

Statement released on behalf of Randgold & Exploration Company Limited by Brian Gibson (011 880 1510 or 083 253 5988)

23 January 2006
Johannesburg

FORWARD-LOOKING STATEMENT DISCLAIMER
Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets 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.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and forensic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its au

Update on forensic investigation at Randgold & Exploration Company Limited

Shareholders are advised that the forensic audit is expected to be delayed for an additional two months beyond the targeted completion date of 31 December 2005.

Forensic auditors were appointed on 11 October 2005 to assess various transactions, and any other issues identified during the audit and/or by the directors.

Substantial progress has been made in the forensic audit. However, the scope of the investigation has been revisited to address further issues not originally identified. The investigation has revealed prima facie evidence that there has been misappropriation of Company assets, including during prior financial periods. Work is in progress to determine the exact extent of the misappropriation, which could be substantial, as well as to initiate, if necessary, the relevant legal processes, including the necessary actions for the recovery of misappropriated assets.

It is planned to have KPMG commence in January 2006 a review of the annual financial statements for the financial year ended 31 December 2004 and the period to June 2005. Assuming that no further unforeseen issues become known in the interim, publication of preliminary results is anticipated by the end of the first quarter of 2006.

R&E shares are currently suspended on JSE Limited and delisted on Nasdaq due to the delay in the publication of the annual financial statements.

Shareholders are advised not to rely on prior period financial statements. Shareholders will be kept informed of further developments.

FORWARD-LOOKING STATEMENT DISCLAIMER

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, assets, investments, business, operations, economic performance, financial condition and trading markets 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.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and prepare financial statements, the time period for completing its forensic audit and financial statements and any impact to the Company’s previously released financial statements and preliminary results and its assets and investments, including with respect to Randgold Resources Limited, to be reflected in its financial statements, the extent and magnitude of any misappropriation and the time periods affected thereby and the recovery of any misappropriated assets. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its auditors to complete the forensic audit and prepare financial statements and the outcome of such forensic audit, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions with respect thereto, the extent and magnitude of any misappropriation that is ultimately determined to have occurred and the time periods affected thereby, the ability of the Company to ultimately recover any misappropriated assets, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its assets, investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’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 the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates 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.

14 December 2005
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Resignation and appointment of Company Secretary

In compliance with rule 3.59 of the JSE Limited Listings Requirements, the following information is disclosed:

Consolidated Mining Management Services Limited have resigned as Company Secretaries of Randgold with effect from 1 November 2005 and Mr. Roger Patrick Pearcey has been appointed as the Company Secretary on the same date.

Johannesburg
1 November 2005

Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited

Randgold & Exploration general meeting delayed

Randgold & Exploration Company Limited has announced a postponement “until further notice” of the general meeting scheduled for 15 November 2005.

“We regret the delay in providing shareholders with relevant and reliable information, but there is no point in holding a general meeting if we don’t have the answers,“ said Peter Gray, the R&E CEO. “The meeting was called at the request of shareholders. It has become increasingly clear that we would not be able to deal satisfactorily with the issues being raised until the forensic audit is complete.”

“In addition, we do not wish to interfere with the integrity of the forensic process by discussing issues prematurely.”

Gray said that the forensic audit should be completed by the end of December. The draft financial statements would then be audited by KPMG prior to publication.

He said it was “not impossible” that the prior year accounts might be impacted and advised shareholders not to rely on prior year statements until the forensic audit and internal investigation were complete.

Statement issued on behalf of Randgold & Exploration Company Limited by Brian Gibson Issue Management (Contact Brian Gibson on 011 880 1510 or 083 253 5988)

Note to Editors:

Randgold & Exploration announced on 12 October 2005 that the R&E Board would “appoint a forensic auditor to assess the transactions relating to R&E’s direct and indirect shareholding in Randgold Resources Limited and any scrip lending transactions; as well as any other issues identified in the audit and/or by the directors.”

According to the notice sent to R&E shareholders on 12 October 2005, the planned general meeting would inform shareholders “of the circumstances and events, insofar as they are currently ascertainable, which gave rise to:

  • The suspension of the listing of the Company ’s ordinary shares on the JSE Limited;
  • The delisting of the Company ’s securities on The Nasdaq National Market;
  • The restructuring of the board of the Company; and
  • The resignation of Messrs Charles Orbach &Co. as the auditors of the Company.”

FORWARD-LOOKING STATEMENT DISCLAIMER
Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets 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.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and forensic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its auditors to complete the forensic audit and audit and the outcome of such forensic audit and the audit of the Company’s annual financial statements as of and for the year ended December 31, 2004, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’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 the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates 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.

Notice of postponement of the general meeting

NOTICE IS HEREBY GIVEN THAT the General Meeting of the Company scheduled for Tuesday, 15 November 2005, at 10h00 for the purposes and circumstances set out below is hereby postponed until further notice.

The meeting was to be held in the Auditorium, Ground Floor, 28 Harrison Street, Johannesburg. The matters to be considered at the meeting were the circumstances and events, insofar as they are currently ascertainable, which gave rise to:

  1. the suspension of the listing of the Company’s ordinary shares on the JSE Limited;
  2. the delisting of the Company’s securities on The Nasdaq National Market;
  3. the restructuring of the board of the Company; and
  4. the resignation of Messrs Charles Orbach & Co. as the auditors of the Company.


FORWARD-LOOKING STATEMENT DISCLAIMER

The reason for the postponement is that the previously announced forensic audit and internal investigation of the Company and its financial statements is ongoing. The forensic audit and internal investigation are in regard to, amongst other things, those issues specifically earmarked for discussion at the General Meeting. Until this process is complete, the Board believes any such discussion would be premature and not in the best interest of shareholders and could possibly undermine the results of the forensic audit and internal investigation. It is currently anticipated the forensic audit and internal investigation will be completed by end of 2005, after which KPMG will review the draft financial statements, which will then be published as soon as possible thereafter. There can be no assurance that the results of the forensic audit and internal investigation will not impact the Company’s previously issued financial statements and earnings releases or what any impact will be until the forensic audit and internal investigation are completed. As a result, investors are cautioned to not rely on those prior year financial statements and earnings releases until the forensic audit and internal investigation are completed and the Company has published its audited financial statements for the year ended December 31, 2004.

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets 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.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and foresic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its auditors to complete the forensice audit and audit and the outcome of such forensic audit and the audit of the Company’s annual financial statements as of and for the year ended December 31, 2004, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’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 the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates 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.

BY ORDER OF THE BOARD
Secretaries: Consolidated Mining Management Services Limited

P B Beale
Company Secretary Johannesburg
Tel: + 27 11 688 5000
Fax: + 27 11 834 9195
31 October 2005

Office of the South African Transfer Secretaries:
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street
Johannesburg, 2001
(P O Box 61051, Marshalltown, 2107)
Tel: + 27 11 370 5000
Fax: + 27 11 688 7721/2

Office of the United Kingdom Registrars:
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Tel: + 44 (0870) 162 3100
Fax: + 44 (020) 8639 2142

United States Depository:
American Depository Receipts
The Bank of New York
Shareholder Relations Department
101 Barclays Street
New York NY 10286
Tel: + 1 212 815 8223
Fax: + 1 212 571 3050
www.adrbny.com
Shareholder Relations:
Toll Free Number : (US or Canada only)
1-888-269-2377 (1-888-BNY-ADRs)
International callers: Tel: +1 212 815 3700

Notice of a general meeting and Form of Proxy

Download the Proxy Form

Instructions for signing and lodging this form of proxy

  1. A Randgold shareholder may insert the name of a proxy or the names of two alternative proxies of the Randgold shareholder’s choice in the space/s provided, with or without deleting “the Chairman of the General
    Meeting”, but any such deletion must be initialled by the Randgold shareholder concerned. The person whose name appears first on the form of proxy and who is present at the General Meeting will be entitled to act as
    proxy to the exclusion of those whose names follow.
  2. The date must be filled in on this proxy form when it is signed.
  3. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the South African Transfer Secretaries or the United Kingdom Registrars or waived by the Chairman of the General Meeting of Randgold shareholders.
  4. Any alterations or corrections made to this form of proxy must be initialled by the shareholder concerned.
  5. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the South African Transfer Secretaries or the United Kingdom
    Registrars.
  6. Forms of proxy must be received by the South African Transfer Secretaries, Computershare Investor Services 2004 (Pty) Limited at 70 Marshall Street, Johannesburg, 2001 (P O Box 61051, Marshalltown 2107) or the
    United Kingdom Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 10h00 on Friday, 11 November 2005.
  7. The Chairman of the General Meeting may accept or reject any form of proxy, in his absolute discretion, which is completed other than in accordance with these notes.
  8. If required, additional forms of proxy are available from the South African Transfer Secretaries or the United Kingdom Registrars.
  9. American Depository Receipt holders will receive a form of proxy generated by the Company’s Depository Bank, The Bank of New York.
  10. Dematerialised shareholders of Randgold, other than by own name registration, must NOT complete this form of proxy and must provide their CSDP or broker of their instructions in terms of the custody agreement
    entered into between such shareholders and their CSDP or broker

Notice of a general meeting

NOTICE IS HEREBY GIVEN THAT a General Meeting of the Company will be held in the Auditorium, Ground Floor, 28 Harrison Street, Johannesburg, on Tuesday, 15 November 2005, at 10h00.

Johannesburg
12 October 2005

Sponsors
Sasfin