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Update to shareholders and renewal of cautionary announcement R&E claims against JCI Limited ("JCI")

 
26 August 2008

RNG - Randgold & Exploration Company Limited - Update to shareholders and
renewal of cautionary announcement
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG (Suspended)
ISIN: ZAE000008819
("R&E")
UPDATE TO SHAREHOLDERS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
R&E CLAIMS AGAINST JCI LIMITED ("JCI")

  1. Shareholders are referred to the SENS announcement released on 22 July 2008 in which R&E and JCI informed shareholders that a Memorandum of Understanding ("MOU") had been signed between the parties.
  2. R&E advises shareholders that the companies have not been able to achieve the settlement agreement as envisaged in the MOU.
  3. Furthermore, R&E and JCI have not been able to execute the proposed merger as contemplated in the joint SENS announcement of 23 April 2007 and consequently, the merger having failed, the dispute between the companies will now be referred to arbitration. R&E CLAIMS AGAINST THIRD PARTIES Further to what was reported in the R&E update to shareholders on 24 July 2008, R&E has recently instituted claims out of the Witwatersrand Local Division of the High Court against the following parties:
  1. Bookmark Holdings (Pty) Limited ("Bookmark") R&E and Randgold Resources Holdings Limited ("Holdings") have issued summons against Bookmark, Sello Rasethaba and John Chris Lamprecht ("Lamprecht"), claiming R3 307 981 275.00, alternatively an amount which represents the value of 7 567 500 shares in the issued share capital of Randgold Resources Limited ("Resources"). There are a number of further alternatives to the main claim.
  2. Action against the former directors and associated parties R&E, Holdings and First Wesgold Mining (Pty) Limited ("First Wesgold") have issued summons against the following parties:
    1. Hendrik Buitendag ("Buitendag");
    2. John Stratton ("Stratton");
    3. Charles Cornwall;
    4. Lieben Swanevelder;
    5. Lunga Ncwana;
    6. Songeso Mjongile;
    7. Equitant Trading (Pty) Limited;
    8. Demitrios Perevos; and
    9. Lamprecht.

    10. The claims comprise 16 claims in total and collectively amount to R12 534 232 511.00. There are a number of alternative claims and not each of the parties above is cited in every claim.
  3. Charles Orbach and Company ("Charles Orbach") R&E is currently preparing an information circular for shareholders which will contain an updated NAV statement and will inform shareholders of the actions being taken by it to recover shareholder funds from various third parties on the basis of ongoing forensic investigations.R&E has issued summons against Charles Orbach, claiming a total amount of R2 832 519 782.43.
  4. Societe Generale ("SOCGEN")R&E and Holdings have issued summons against SOCGEN Johannesburg Branch, claiming payment of R658 179 309.70.
  5. Gold Fields Operations Limited R&E and Holdings have issued summons against Gold Fields Operations Limited, in which R&E and Holdings place reliance on 5 claims totaling R11 453 896 600.00. There are a number of alternatives to the main claims.
  6. Summons Against Lamprecht, Buitendag and Stratton R&E and Holdings have issued summons against Lamprecht, Buitendag and Stratton.R&E and Holdings have issued summons against Lamprecht, Buitendag and Stratton. The summons is for payment of the amount of R389 823 970.00 and is an alternative claim to R&E`s claim against the former directors and associated parties, based on the 7 300 000 Resources shares which R&E alleges were misappropriated from it.
  7. Investec Bank Limited ("Investec")R&E and Holdings have issued summons against Investec, claiming payment of R270 758 672.90
  8. Tlotlisa Securities (Pty) Limited ("T-Sec") and associated parties R&E and Holdings have issued summons against:
    1. T-Sec;
    2. Tlotlisa Holdings Limited;
    3. Peter Henry Gray ("Gray"); and
    4. Leonard Steenkamp.

Shareholders are cautioned that the above claims and those included in the update to shareholders of 24 July 2008 are yet to be proven in a court of law and the board can not with any degree of certainty predict the outcome of the subsequent litigation. Furthermore, such recoveries as may be made against one party could result in the adjustment of the amounts claimed against another party. The board of R&E will at all times consider the commercial viability of claims and will keep shareholders informed of developments in this regard.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements, the last of which was dated 22 July 2008, and in the light of the above, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a further announcement is made in this regard.

Johannesburg
26 August 2008
PSG Capital (Pty) Limited: Sponsor
Van Hulsteyns Attorneys: Attorneys to R&E
Date: 26/08/2008 10:27:01
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