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Status of US trading market

As previously reported, due to the existing Section 12(j) Order issued by the SEC, no member of a US national securities exchange, US broker or US dealer may make use of the mails or any means or instrumentality of US interstate commerce to effect any transaction in, or to induce the purchase or sale of, R&E’s ordinary shares or ADSs in the United States. The practical effect of this is to preclude trading in the US.

Randgold and Exploration had initiated discussions with the SEC to explore whether, in light of
the existence of the Section 12(j) Order, it would be possible for its securities to resume trading in the US over-the-counter market now that R&E could, as a result of the relisting of R&E’s ordinary shares on the JSE, comply with the stated conditions for the exemption from the registration requirements of Section 12 of the US Securities Exchange Act of 1934 afforded by Rule 12g3-2(b) promulgated thereunder.

R&E has since been advised by the Staff of the SEC that the exemption afforded by Rule 12g3-2(b) is not available to permit the resumption of over the counter trading in the United States and that due to the existence of the Section 12(j) Order, in order to permit the resumption of trading in its securities in the Untied States, R&E would be required to re-register under Section 12 of the US Securities Exchange Act of 1934 by means of filing with the SEC the prescribed registration statement required for such registration.

R&E has previously indicated that it does not intend to re-register with the SEC.