RNG - Randgold & Exploration Company Limited - Capital distribution of R&E`s

RNG - Randgold & Exploration Company Limited - Capital distribution of R&E`s    
shareholding in Gold Fields Limited - Apportionment ratio for tax purposes      
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")                                                        
CAPITAL DISTRIBUTION OF R&E`S SHAREHOLDING IN GOLD FIELDS LIMITED               
("GOLD FIELDS") - APPORTIONMENT RATIO FOR TAX PURPOSES                          
1.   Shareholders are referred to the Company`s SENS announcement dated 10      
December 2010 ("the Finalisation Announcement"), as well as the             
    Company`s circular ("the Circular") to shareholders issued on 8 November    
    2010 relating to:                                                           
1.1  a distribution in specie of the R&E shareholding in Gold Fields Limited    
("Gold Fields"), comprising 2 270 687 ordinary shares in Gold Fields        
    ("the Gold Fields Shares"), as a specific payment to R&E shareholders in    
    terms of section 90 of the Companies Act 61 of 1973, as amended; and        
1.2  a special dividend of 90 cents per share to R&E shareholders.              
2.   The Company confirms that the payment of the abovementioned special        
    dividend and the distribution in specie of the Gold Fields Shares           
    referred to above, took place on 17 January 2011.                           
3.   The Gold Fields Shares were distributed to R&E shareholders firstly as a   
capital distribution by the reduction of the remaining share premium of     
    R&E to the point that all remaining share premium was utilised, whilst      
    the balance of the distribution in specie was funded from the existing      
    reserves of R&E.                                                            
4.   In respect of the portion of the distribution in specie funded from the    
    share premium, the share premium distribution amounts to 253.81 cents       
    per R&E share.  The distribution ratio of the portion of the                
    distribution in specie funded from share premium to the total value of      
the distribution in specie is 68.96129% based on the closing price of       
    R116.40 per Gold Fields share on 14 January 2011.                           
5.   With relation to the base cost apportionment of R&E shares for tax         
    purposes, the apportionment ratio for an R&E share in respect of the        
capital distribution is 48.92560% relating to a Gold Fields share and       
    51.07440% relating to an R&E share, based on the closing prices of Gold     
    Fields shares and R&E shares at 7 January 2011 of R116.05 per Gold          
    Fields share and R7.50 per R&E share.                                       
6.   Potential tax considerations for R&E shareholders in respect of the        
    capital distribution of the Gold Fields Shares are set out on pages 13-     
    16 of the Circular.  Shareholders are advised to consult their              
    professional advisors in regard to the tax treatment in the context of      
their specific circumstances.                                               
Johannesburg                                                                    
19 January 2011                                                                 
Sponsor                                                                         
PSG Capital (Pty) Limited                                                       
Date: 19/01/2011 16:47:21 Supplied by www.sharenet.co.za                     
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