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Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share Code: RNG & ISIN: ZAE000008819

(“R&E” or “the company”)

 

REGISTRATION OF JCI SPECIAL RESOLUTIONS, SALIENT DATES FOR IMPLEMENTATION OF THE SETTLEMENT AGREEMENT BETWEEN JCI AND R&E AND FURTHER CAUTIONARY ANNOUNCEMENT FOR JCI

Further to the R&E and JCI announcements, both dated 4 June 2010, R&E and JCI shareholders are advised that following the passing by JCI shareholders of the requisite special and ordinary resolutions to implement the Settlement Agreement between R&E and JCI at the general meeting of JCI held on Friday, 4 June 2010, the relevant special resolutions have now been registered by the Registrar of Companies. The remaining conditions for implementation of the settlement Agreement are that JCI transfers 6 051 632 shares in Gold Fields Limited (“Gold Fields Shares”) to R&E, issues 1 555 710 220 New JCI shares to R&E, R&E makes a capital distribution of the Gold Fields Shares and unbundles the JCI shares held (which include the New JCI shares issued to R&E by JCI and R&E’s existing holding of 305 186 049 JCI shares) to R&E shareholders (“unbundling”).

The JSE Limited (“JSE”) has granted approval for the listing of the New JCI shares, which will be immediately suspended from trading on the JSE.

Set out below are the salient dates for completion of the above actions:

Last day for R&E shareholders to trade to participate in the capital distribution of the Gold Fields shares and the unbundling

Friday, 25 June 2010     

R&E shares trade ex right to participate in the capital distribution of the Gold Fields shares and ex entitlement to participate in the unbundling

Monday, 28 June 2010     

Record Date for R&E shareholders to participate in the capital distribution of the Gold Fields shares and entitlement to participate in the unbundling

Friday, 2 July 2010      

Gold Fields shares transferred to R&E and New JCI shares issued to R&E                                                           

Monday, 5 July 2010      

Gold Fields shares distributed to R&E             
shareholders and unbundling implemented                                        

Monday, 5 July 2010      

New JCI shares listed on the JSE (to be suspended immediately)

Monday, 5 July 2010      

R&E shares may not be dematerialised or rematerialised between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive.

R&E shareholders are further cautioned in trading in their entitlements in Gold Fields shares between Monday, 28 June 2010 and Friday, 2 July 2010, both days inclusive until actual distribution of the Gold Fields shares to R&E shareholders on Monday, 5 July 2010.

Further to the cautionary announcements by JCI, the last of which was dated
4 June 2010, JCI shareholders are reminded to continue to exercise caution when trading in their JCI shares over-the-counter until a further announcement is made.

                           
Johannesburg

18 June 2010

Sponsor and Corporate Advisor to R&E
PSG Capital (Pty) Limited      

Sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited