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CRD - Central Rand Gold Limited - Details of the firm placing and placing and

Release Date: 07/06/2010 07:05:03      Code(s): CRD
CRD - Central Rand Gold Limited - Details of the firm placing and placing and   
open offer                                                                      
Central Rand Gold Limited                                                       
(Incorporated as a company with limited liability under the laws of Guernsey,   
Company Number 45108)                                                           
(Incorporated as an external company with limited liability under the laws of   
South Africa, registration number 2007/019223/10)                               
ISIN: GG00B24HM601                                                              
Share code on LSE: CRND                                                         
Share code on JSE: CRD                                                          
("CRG" or the "Company" or the "Group")                                         
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. PLEASE SEE THE IMPORTANT 
NOTICE BELOW                                                                    
DETAILS OF THE FIRM PLACING AND PLACING AND OPEN OFFER                          
Firm Placing of 649,042,335 New Shares and Placing and Open Offer of 679,029,025
New Shares of 1 pence each, in each case at 2 pence (ZAR0.224) per New Share and
Notice of Extraordinary General Meeting                                         
A Prospectus containing details of the Firm Placing and Placing and Open Offer  
and convening an Extraordinary General Meeting to approve certain matters       
necessary to implement the Firm Placing and Placing and Open Offer is expected  
to be posted to Shareholders shortly and will be available on the Company`s     
website, www.centralrandgold.com.                                               
HIGHLIGHTS                                                                      
- Net $35m fund raise to achieve a positive cash generating operation by the end
of 2013                                                                         
- Trial mining successfully completed, de-risking the CMR West gold project     
- CMR West Reserve base 482,000oz,                                              
- Strategy to ramp up additional gold production from CRG`s contiguous license  
areas along strike remains intact                                               
The presentation utilised by the Company as part of its recent institutional    
road show is available on the Company`s website: www.centralrandgold.com.       
DETAILS OF THE FIRM PLACING AND PLACING AND OPEN OFFER ("THE CAPITAL RAISING")  
Under the Firm Placing and Placing and Open Offer, Central Rand Gold intends to 
issue 1,328,071,380 New Shares, comprising:                                     
- 649,042,355 Firm Placed Shares (representing gross proceeds of GBP12,980,847  
million), pursuant to the Firm Placing; and                                     
- 679,029,025 Open Offer Shares (representing gross proceeds of GBP13,580,580   
million) to be made available to Qualifying Shareholders pursuant to the Open   
Offer.                                                                          
Under the Open Offer, Qualifying Shareholders have a basic entitlement of 5 Open
Offer Shares for every 2 Existing Shares registered in their name on the Record 
Date and are also being offered the opportunity, provided they take up their    
Open Offer Entitlement in full, to apply for a maximum number of additional Open
Offer Shares equal to the number of Open Offer Shares comprised in their Open   
Offer Entitlement through the Excess Application Facility.                      
Johan du Toit, Chief Executive, said:                                           
"Having spent the last year establishing the optimum mine plan for developing   
CRG`s substantial asset base through trial mining, we now have the required     
working capital to commence commercial production from our first mine, CMR West.
I would like to thank our long term shareholders for their support and welcome  
our new shareholders. Although the past 18 months have seen many challenges for 
CRG, the successful placing means that we can start exploiting our resource base
to create value for all stakeholders."                                          
7 June 2010                                                                     
For further information, please contact:                                        
Central Rand Gold   +27 (0) 11 551 4000                                         
Johan du Toit / Patrick Malaza                                                  
Evolution Securities Limited  +44 (0) 20 7071 4300                              
Simon Edwards / Chris Sim / Neil Elliot                                         
Macquarie First South Advisers (Pty) Limited +27 (0) 11 583 2000                
Annerie Britz / Melanie de Nysschen / Manisha Ramlakhan                         
Buchanan Communications  +44 (0) 20 7466 5000                                   
Bobby Morse / Katharine Sutton                                                  
Jenni Newman Public Relations (Pty) Limited       +27 (0) 11 506 7300           
Jenni Newman / Megann Outram                                                    
Evolution Securities, which is authorised and regulated in the United Kingdom by
the FSA and Macquarie First South, which is authorised and regulated by the     
South African Financial Services Board, are acting exclusively for the Company  
and no one else in connection with the Capital Raising and will not regard any  
other person (whether or not a recipient of this announcement) as their client  
in relation to the Capital Raising and will not be responsible to anyone other  
than the Company for providing the protections afforded to their respective     
clients or for providing advice in relation to the Capital Raising or any       
matters referred to in this announcement.                                       
Macquarie is acting as a financial adviser to the Company and not as an         
underwriter, in relation to the Capital Raising.                                
This announcement has been issued by, and is the sole responsibility of, Central
Rand Gold Limited. Apart from the responsibilities and liabilities, if any,     
which may be imposed by the FSMA, neither Evolution or Macquarie nor any of     
their affiliates, parent undertakings, subsidiary undertakings or subsidiaries  
of their parent undertakings or any of their respective directors, officers,    
employees or advisers or any other person accepts any responsibility whatsoever 
and makes no representation or warranty, express or implied, for or in respect  
of the contents of this announcement or as to the accuracy or completeness or   
fairness of the information or opinions contained in this announcement and,     
without prejudice to the generality of the foregoing, no responsibility or      
liability is accepted by any of them for any such information or opinions or for
any errors or omissions.                                                        
Cautionary note regarding forward looking statements                            
This announcement contains forward-looking statements which reflect the current 
view of the Company or, as appropriate, of the Directors with respect to        
financial performance, business strategy, plans and objectives of management for
future operations (including development plans relating to the Group`s products 
and services).                                                                  
These forward-looking statements relate to the Group and the sectors and        
industries in which the Group operates. Statements which include the words      
"expects", "intends", "plans", "believes", "projects", "anticipates", "will",   
"targets", "aims", "may", "would", "could", "continue" and similar statements of
a future or forward-looking nature identify forward-looking statements for      
purposes of the US federal securities laws or otherwise.                        
All forward-looking statements included in this announcement address matters    
that involve known and unknown risks and uncertainties. Accordingly, there are  
or will be important factors that could cause the Group`s actual results to     
differ materially from those indicated in these statements. These factors       
include but are not limited to those described in the section of the Prospectus 
on Risk Factors, which should be read in conjunction with the other cautionary  
statements that are included in this announcement. Although the Company and the 
Directors have attempted to identify all factors that may influence the accuracy
of any forward-looking statement there remain factors which are impossible to   
foresee and which may cause results or events to differ materially from those   
predicted. Any forward-looking statements in this announcement reflect the      
Company`s and Directors` current views with respect to future events and are    
subject to these and other risks, uncertainties and assumptions relating to the 
Group`s operations, results of operations, growth strategy and liquidity.       
Any forward-looking statements speak only as of the date of this announcement.  
Subject to any obligations under the Prospectus Rules, the Listing Rules, the   
Disclosure and Transparency Rules and the JSE Listings Requirements, the Company
undertakes no obligation to update publicly or review any forward-looking       
statement, whether as a result of new information, future developments or       
otherwise. All subsequent written and oral forward-looking statements           
attributable to the Company, the Directors, or any member of the Group or       
individuals acting on behalf of the Group are expressly qualified in their      
entirety by this paragraph.                                                     
Prospective investors should specifically consider the factors identified in the
prospectus which could cause actual results to differ before making an          
investment decision.                                                            
Important notice                                                                
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS     
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS WHICH IS TO BE   
PUBLISHED IN DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE MADE AVAILABLE 
ON CENTRAL RAND GOLD`S WEBSITE AND WILL BE AVAILABLE FOR INSPECTION AT THE UK   
LISTING AUTHORITY`S DOCUMENT VIEWING FACILITY.                                  
Neither the content of the Company`s website nor any website accessible by      
hyperlinks on the Company`s website is incorporated in, or forms part of, this  
announcement.                                                                   
General                                                                         
This announcement does not constitute an offer to sell, or the solicitation of  
an offer to subscribe for or buy, New Shares in any jurisdiction in which such  
offer or solicitation is unlawful and is not for distribution in or into the    
Restricted Territories. In particular, the New Shares offered by this prospectus
have not been and will not be registered under the applicable securities laws of
the United States of America, Canada, or Japan and, may not be offered or sold  
directly, or indirectly, in or into the United States of America, Canada, or    
Japan, or to any person resident in the United States of America, Canada, or    
Japan.                                                                          
No action has been or will be taken in any jurisdiction, other than the United  
Kingdom and South Africa that would permit a public offering of the New Shares, 
or possession or distribution of this announcement or any other offering        
material, in any country or jurisdiction where action for that purpose is       
required. Accordingly, the New Shares may not be offered or sold, directly or   
indirectly, and neither this announcement nor any other offering material or    
advertisement in connection with the New Shares may be distributed or published 
in or from any country or jurisdiction except under circumstances that will     
result in compliance with any applicable rules and regulations of any such      
country or jurisdiction.                                                        
The distribution of this announcement and the offer of the New Shares in certain
jurisdictions may be restricted by law and therefore persons into whose         
possession this announcement comes should inform themselves about and observe   
any restrictions, including those set out in the Prospectus. Any failure to     
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. This announcement does not constitute an offer to     
subscribe for or buy any of the New Shares offered hereby to any person in any  
jurisdiction to whom it is unlawful to make such offer or solicitation in such  
jurisdiction.                                                                   
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, CANADA OR   
JAPAN. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT                     
Central Rand Gold Limited                                                       
("Central Rand Gold" or "CRG" or the "Company")                                 
Firm Placing of 649,042,355 New Shares and Placing and Open Offer of            
679,029,025 New Shares of 1 pence each, in each case at 2 pence (ZAR0.224) per  
New Share and Notice of Extraordinary General Meeting                           
1.   Introduction and Overview                                                  
CRG proposes to undertake the Capital Raising to raise approximately GBP24      
million (net of expenses) by the issue of 1,328,071,380 New Shares (representing
approximately 488.96 per cent. of the existing issued share capital and 83.02   
per cent. of the enlarged share capital immediately following completion of the 
Capital Raising) at the Issue Price of 2 pence per New Share. 649,042,355 New   
Shares will be issued through the Firm Placing and 679,029,025 New Shares will  
be issued through the Placing and Open Offer representing 238.96 per cent. and  
250 per cent. respectively of the current issued share capital of the Company.  
The purpose of the Capital Raising is to fund Central Rand Gold`s transition    
from the successful completion of its trial mining and processing stage to the  
establishment of the first sustainable, profitable and cash positive mine on its
extensive mineral holdings.                                                     
The Issue Price of 2 pence (ZAR0.224) per New Share represents a discount of    
approximately 57 per cent. to the Closing Price of 4.6 pence per Share on 3 June
2010 (being the last dealing day prior to the announcement of the Capital       
Raising). This discount has been set based on the Directors` assessment of      
market conditions following discussions with a number of institutional investors
and has been determined in order to obtain the level of funds required by the   
Company under the Capital Raising.                                              
Mark Creasy, who holds approximately 10.40 per cent. of the Company`s Shares and
is deemed to be a Related Party under the Listing Rules due to him being a      
Substantial Shareholder, has undertaken to take up 16,771,120 New Shares in the 
Firm Placing and 17,545,970 New Shares pursuant to his entitlements under the   
Open Offer. Mr Creasy has also undertaken to vote in favour of the Resolutions  
at the Extraordinary General Meeting with the exception of Resolution 1.        
Resolution 1 relates to the approval of the Creasy Firm Placing, which when     
aggregated with Mr Creasy`s participation in the Cash Box Placing is a related  
party transaction requiring the approval of the Independent Shareholders under  
the Listing Rules. Mr Creasy has also undertaken to take all reasonable steps to
ensure that his associates (as defined in the Listing Rules) will not vote on   
this resolution. As the Capital Raising is conditional on the passing of all    
Resolutions, if Resolution 1 is not approved by the Independent Shareholders,   
the Capital Raising will not proceed.                                           
Resolution 2 relates to the approval of the Issue Price of 2 pence (ZAR0.224)   
per New Share and is required to enable the Directors to implement the Capital  
Raising, including for the purposes of the Listing Rules, because the Issue     
Price represents a discount of greater than 10 per cent. to the Closing Price on
3 June 2010.                                                                    
Resolution 3 seeks to increase the authorised share capital of the Company to   
4,000,000,000 ordinary shares of GBP0.01 par value each to facilitate the issue 
of shares under the Capital Raising.                                            
Resolution 4(a) seeks a new authority to enable the Directors to allot equity   
securities for the purpose of the Capital Raising. Resolution 4(b) seeks a new  
authority to disapply the pre-emption rights contained in the Articles in       
connection with the Capital Raising. Resolution 4(c) seek to disapply the pre-  
emption rights to enable the Directors to allot shares for cash up to a nominal 
amount of GBP799,841.49, leaving headroom of 5 per cent. of the Enlarged Issued 
Share Capital, as is normal for a company on the Official List and in line with 
ABI guidelines. The Company does not currently have any plans to issue any      
Shares other than pursuant to the Capital Raising. Resolution 4 is conditional  
on the Placing and Open Offer Agreement having become unconditional in all      
respects save for any condition relating to Admission having occurred and on the
passing of Resolutions 1, 2 and 3.                                              
Pursuant to the Articles, the unalloted and unissued shares in the Company are  
at the disposal of the Board save that, where the Board is proposing to issue   
new Equity Securities, the Board must first offer such Equity Securities to     
Shareholders in accordance with the terms of the Articles unless such rights are
first disapplied by extraordinary resolution of the Company. Accordingly an     
extraordinary resolution of the Company is to be proposed at the Extraordinary  
General Meeting disapplying the said rights of Shareholders in connection with  
the proposed Capital Raising.                                                   
With the exception of Michael McMahon who continues to support the Company by   
owning 0.08 per cent. of the current issued share capital of the Company, each  
of the Directors intends to take up his full entitlement to acquire New Shares  
in the Open Offer. In addition, Miklos Salamon has irrevocably undertaken to    
apply for the maximum number of New Shares to which he is entitled under the    
Excess Application Facility. All of the Directors have irrevocably undertaken to
vote in favour of the Resolutions at the Extraordinary General Meeting. The     
Capital Raising is being fully underwritten by Evolution.                       
The Capital Raising is conditional upon, among other things, the passing of all 
the Resolutions at the Extraordinary General Meeting convened for 11.00 a.m. UK 
time on 5 July 2010 and the Placing and Open Offer Agreement becoming           
unconditional in all respects. The notice convening the Extraordinary General   
Meeting is set out at the end of the Prospectus.                                
Importance of Vote                                                              
All of the Resolutions must be passed by Shareholders at the Extraordinary      
General Meeting in order for the Capital Raising to proceed. Without all of the 
Resolutions being passed, the Board would have to consider the future financial 
viability of the Company in its current form and this would lead to an immediate
cessation of mining and exploration activities, reduction of staff and          
management to a minimum level and either a piecemeal asset disposal programme   
(subject to the availability of willing buyers of the Company`s assets) or, in  
the event that this is unsuccessful, outright closure of the Company as the     
Company would be unable to fund its ongoing activities resulting in minimal     
funds, if any, being available for Shareholders.                                
2.   History and Background of the Company                                      
CRG is the listed holding company for a group of companies engaged in a gold    
mining and exploration project that is seeking to bring commercial gold mining  
back to the city of Johannesburg.                                               
The Central Rand Goldfield contains many separate and parallel ore-bodies (or   
reefs). The founding premise of the Company is that the now defunct gold mining 
companies that operated in the Central Basin of the Witwatersrand Goldfield in  
South Africa over the last 100 years mined only those particular ore-bodies that
were economic at the time.                                                      
The "pegged rate" currency regime that came into place at the Bretton Woods     
Conference in July 1944, and the associated fixing of the price of gold at US$35
per ounce (which lasted until August 1971) worked against the basics of mining  
economics, where unit costs inevitably rise as higher grades are depleted and as
mines go deeper. The "real" price of gold, since it was decoupled from the      
dollar in 1971 (by which time the last of the Central Rand mines were on the    
verge of closing) has since trebled, rendering reefs previously uneconomic at 4 
to 6 g/t attractive and economically viable today.                              
The enabling features of the founding of this company were:                     
- The vision and effort of the Viljoen brothers (pre-eminent geologists in      
Johannesburg in the 1970s and 1980`s) in seeing and assessing the potential.    
- The entrepreneurial spirit and support of RQS (the corporate vehicle used to  
collate CRG`s tenement areas).                                                  
- Changing mineral rights legislation in South Africa, which enabled the release
and commercialisation of mineral rights under new "use it or lose it"           
provisions.                                                                     
This alignment of interest, opportunity and support led to the pronouncement of 
contiguous Prospecting Applications, over a strike length of approximately 40   
kilometres, from Roodepoort on the West Rand, through the southern edge of      
Johannesburg to Germiston on the East Rand. More information on the geological  
background to the project is included in the prospectus.                        
Following the approval of the Prospecting Applications and the granting of      
Prospecting Rights the Company listed on the Official List of the UKLA and was  
admitted to trading on the Main Market of the LSE and the Main Board of JSE     
Limited on 8 November 2007. The IPO raised GBP75 million (US$150.8 million).    
These funds were intended;                                                      
- to upgrade and add to the Company`s Mineral Resources;                        
- to identify the optimal area to begin a new mine;                             
- to obtain a New Order Mining Right including that area; and                   
- to commence mining.                                                           
It was always expected, as set out in the IPO prospectus, that further funding  
would be required in late 2009 to accelerate the development of the Company, but
there is no doubt that a combination of over-optimistic planning, disappointing 
mining progression early in 2009 and poor metallurgical recoveries from the     
opencast surface material caused the Company to be in a different position today
to that envisaged at the time of the IPO.                                       
3. Progress since the IPO                                                       
The Company received its first New Order Mining Right from the South African    
Department of Minerals and Energy on 17 September 2008. This licenses CRG to    
mine gold at its Consolidated Main Reef ("CMR"), Langlaagte and Crown Mines     
mining right. In February 2009 these New Order Mining Rights together with      
Prospecting Rights over six other areas were executed in terms of Section 11 of 
South Africa`s Mineral and Petroleum Resources Development Act of 2002.         
At the same time, the Company was also granted additional Prospecting Rights by 
the renamed Department of Mineral Resources ("DMR") - namely Western Areas A, B 
and E covering 58 square kilometres in the western extension of the Central Rand
Basin, south of Roodepoort. This brought the number of prospecting rights       
accessible to the Company to six, covering a total of 178 square kilometres.    
The Company has further invested in its long-term future by applying for a      
Prospecting Permit over a large area almost as wide as the full strike length of
the Company`s existing licences, and down dip of the current areas of interest, 
known as South Deeps.                                                           
The Company has established:                                                    
- A JORC and SAMREC compliant Inferred and Indicated Resource of 36.7 million   
ounces of gold.                                                                 
- A JORC and SAMREC compliant Probable Reserve of 482,000 ounces of gold (3.73  
million tonnes at 4.0g/t) within the Main Reef on the CMR tenement. This site   
was chosen from the overall portfolio as it represented the most immediately    
accessible and viable site within which to test CRG`s planned mining            
methodology. This initial Ore Reserve Statement did not attribute any reserve   
figures to additional material such as sweepings and vampings, which the        
Directors anticipate to be significant.                                         
To provide immediate cash flow and to provide material for commissioning and    
testing its metallurgical plants the Company embarked on a programme of surface 
opencast "slot" mining. While the mining went much to plan the difficulties of  
handling this clay-like material and of achieving reasonable recoveries from the
oxidised and contaminated material were much underestimated. Nevertheless these 
difficulties and the research to overcome them had much to do with the recent   
optimisation of the plants, their "normal" performance at present, and a recent 
decision to re-commence this opencast mining while underground production builds
up.                                                                             
Sub-surface trial mining operations at CMR began in March 2009 with the sinking 
of a trackless decline shaft. Following the successful completion in March 2010 
of the initial trial stoping and as run-of-mine development progresses, CRG will
be able to extend this initial Ore Reserve and will also be able to establish   
and grow other ore reserves within areas subsequently licensed as New Order     
Mining Rights.                                                                  
Regrettably, the Company has found itself at odds with its Broad Based Black    
Economic Empowerment Partner, Puno, who has 26 per cent. of CRGSA. Dispute has  
arisen over the funding of CRGSA, which the Directors believe is quite clearly  
determined in the Shareholders` Agreement of that company to be a pro rata      
affair. While the details of this dispute, and other issues that surround it,   
are described in the prospectus, Information on the Group, shareholders should  
note that the Company`s Prospecting Rights, Mineral Rights and compliance with  
the relevant Mining and Empowerment legislation are not under question or       
threat.                                                                         
4. Development of the Mining Method                                             
Since the target reefs outcrop on surface, the intention was always to access   
the ore body via footwall (i.e. in the ground below the reef) decline shafts.   
The Main Reef is the targeted reef on the initial CMR mine. It underlies the    
historically excavated Main Reef Leader with a parting between the two of an    
average of approximately one metre.                                             
It was always CRG`s intention to avoid the labour-intensive and potentially     
hazardous historical practice of hand-held in-stope drilling and scraper winch  
cleaning. Drawing on its Australian roots, CRG proposed to employ highly        
mechanised mining methods common in Western Australia, although largely untested
in South Africa.                                                                
Initial progress when sinking the mechanised footwall access decline in early   
2009 was extremely disappointing and resulted in management changes at the top  
level of the Company and replacement of the local contractor with Australian    
Contract Mining Pty Ltd. ("ACM"), a Perth based contracting company. There is no
doubt that this hiatus, which took six months to identify, analyse and correct, 
cost time and money and was the major factor in the Company requiring further   
funds before its trial-mining programme was complete.                           
Progress on-mine has dramatically improved since ACM commenced operations. The  
footwall decline development rates, in terms of metres advanced per month, have 
improved four-fold from less than one half of that required by the mine plan to 
almost double.                                                                  
Following the management and contractor changes in mid 2009, the incoming Head  
of Operations, Don Harper, an experienced Australian hard-rock mining engineer, 
and his team determined that stoping of the relatively narrow reef seams that   
occur on the CMR property is best effected by a methodology known as "long-hole 
stoping". This technology specifically avoids the hazards of mining below       
previously worked out stopes.                                                   
This methodology, which is common in Australia, but is untested on the          
Witwatersrand was accepted by Snowden as economically viable and efficient      
within the CMR tenement and formed the basis of the CPR report, which           
underpinned the Company`s first JORC and SAMREC compliant Ore Reserve announced 
in August 2009.                                                                 
It was specifically concluded that "trial mining" of the selected methodology,  
at an appropriate (and relatively cautious) size was necessary. While this      
deviation from the main development plan set out at the time of the IPO was     
disappointing, the success of this process has been significant and the         
Directors believe that it positions the Company for a solid mining future.      
5. Board and Management Changes                                                 
The demands on Directors and Executives, and the required skills sets, change as
Companies move from concept through design to delivery. The previous Chairman,  
Alastair Walton, and Non-Executive Director Bob Kirkby, having led the Company  
from before the IPO and having guided the Group through to "proof of concept"   
stage concluded that a Board re-alignment in favour of local skills and         
operational expertise was now appropriate. On release of the announcement dated 
14 April 2010 covering the success of trial mining and presentation of an       
updated CPR by Snowden they accordingly stood down from the Board. The grateful 
thanks of the Board and the management team go with them.                       
The Board will move forward one less in number, with only one replacement in the
form of Jerome Brauns, who joined formally on 14 April 2010. Jerome is a        
prominent South African advocate and a member of the Black Lawyer`s Association.
It is intended that Jerome succeed Michael McMahon as Chairman of CRGSA.        
In December 2008 Alastair voluntarily reduced his Chairman`s Fees by one third. 
Certainly until the Company is more established and self-reliant, Michael       
McMahon will continue to draw this reduced level of fee.                        
In order to ensure that the appropriate skills are present within the Company,  
there has been almost a complete change at Executive level in the last eighteen 
months.                                                                         
- Johan du Toit joined as Finance Director in August 2008 and was subsequently  
made CEO in December 2008.                                                      
- Patrick Malaza joined as CFO in July 2009, and was appointed as Finance       
Director in February 2010.                                                      
- Don Harper, a highly experienced Australian hard-rock miner, with exactly the 
expertise and experience CRG requires, took over as Head of Mining in June 2009.
- Keith Matier, a geologist with 17 years experience in mining exploration      
became Head of Geology in July 2009. Keith is a "Competent Person" in terms of  
JORC and SAMREC Codes.                                                          
- Peter ("PG") Hurter, a consultant metallurgist from Western Australia, but    
with South African roots and experience, has been on semi-permanent secondment  
to CRG since September 2009 and was the catalyst in the recent improvement in   
our metallurgical performance.                                                  
Certainly CRG have had our disappointments as the project transitioned from     
desktop to reality, but this current team has successfully developed the revised
mining method and delivered the trial-mine. It has demonstrated a sure-footed   
capacity to run and grow this Company.                                          
6. Trial Mining                                                                 
At the time of the IPO, it was stated that CRG would raise debt and/or further  
equity capital in 2009 of US$156 million to enable the Company to accelerate the
underground development of the mine. The financial crisis of late 2008 caused   
such ambitions to evaporate and forced the Company to review its position and   
prospects.                                                                      
The two key outcomes were;                                                      
- a scaling back of ambition and expenditure and an effort to maximise what     
could be achieved with the balance of the remaining capital from the IPO; and   
- a target to deliver "proof of concept" within this financial limit, meaning:  
- proven ability to develop footwall declines efficiently;                      
- proven ability to develop on-reef drives, with their upper edges traversing   
the voids from old mining, safely and efficiently;                              
- proven ability to support and mine stopes on the Main Reef safely and         
efficiently;                                                                    
- re-evaluate the Reserve status in terms of further exploration and underground
performance;                                                                    
- proven ability to process ore efficiently; and                                
- the sum of this performance generating an updated Competent Person`s Report   
("CPR") in support of further fund-raising.                                     
Collectively this process is known as "trial mining". It is common for start-up 
operations, even those without financial constraints and managed by far larger  
companies than CRG, to go through this process before committing to full-scale  
production.                                                                     
On 14 April 2010 the Company announced the successful achievement of all of took
receipt of an updated Competent Persons` Report from Snowden, the Company`s     
designated independent technical consultant.                                    
In delivering this successful mining performance the mining team has delivered: 
- world-class underground mechanised development rates;                         
- successful execution of a highly mechanised long-hole stoping methodology of a
type common in Australia but new to the Witwatersrand; and                      
- a 79 per cent. uplift in Proven and Probable Reserves.                        
Details of this performance and the full CPR are included in the prospectus.    
7.The Underground Water Table                                                   
For economic and safety reasons East Rand Proprietary Mines (part of the DRD    
Group) ceased pumping water in October 2008 from its SWV1 shaft. This pump      
station had served the purpose of maintaining the water level in the whole      
Central Rand Basin, in which CRG sits.                                          
The water in the basin rises at between 0.4 and 0.9 metres a day and by the end 
of 2008 had flooded the pump station. Unchecked, this water will eventually rise
to the natural ground level generating a major environmental risk in terms of   
Acid Mine Water Drainage in the immediate vicinity of downtown Johannesburg.    
There are a variety of interested and affected parties who would not wish this  
to happen:                                                                      
- Government has environmental concerns, is interested in a supply of clean     
water and has publicly committed itself to participation;                       
- DRD has an interest in a supply of water to its ERGO mine tailings retreatment
operations;                                                                     
- The Water Utility Corporation (WUC) has a commercial interest in processing   
and onward selling clean water to water authorities and others;                 
- CRG obviously wishes to protect its underground workings; and                 
- Peripheral mines who currently decant from the adjoining West and East Rand   
Basins into the Central Basin need this Basin to continue pumping.              
Straightforward solutions have been engineered and costed to high levels of     
confidence.                                                                     
The parties are all committed to solving this problem and are currently in the  
final stages of negotiation as to the appropriate sharing mechanisms in terms of
capital and future operating costs. CRG has committed 20 per cent. of the       
capital costs of the proposed new pumping station and another mining company has
verbally agreed to a similar quantum. Other mining companies, participants,     
interested parties and government agencies, such as the Department of Water     
Affairs and the Department of Mineral Resources, are currently in the process of
negotiating the level of their funding commitments to ensure that the full      
capital cost of the pumping station is appropriately covered between all the    
interested parties. Currently, all commitments and negotiations are subject to  
contract, but all parties accept the importance of reaching an agreed position  
as soon as possible.                                                            
If there are significant delays in the funding or construction of the water pump
station the water table will rise and will progressively threaten the mine from 
its lower reaches. Up to a point the mine plan can be amended to mine           
selectively from the upper areas, but the full life-of-mine requires this       
project to proceed and the water table to be lowered to 900 m below surface.    
Under the current estimates water will ingress into the Company`s planned mining
area in the first half of 2012. Final negotiations are expected to be concluded 
by July 2010.                                                                   
8. The "Cash Box" and Future Funding                                            
In November 2009 it became clear that the Company was not going to reach the    
conclusion of the trial mining process within the balance of the unused IPO     
funds (assuming a reserve was maintained in terms of current liabilities). The  
primary reasons were the disappointing mining progress in early 2009 and the    
poor metallurgical recoveries from the surface ore material.                    
While corrective action means that operational performance now is exactly where 
the Board expected it to be, costs were incurred and revenue not realised, with 
a negative impact on cash resources.                                            
It was obvious to the Board that any significant further capital raising must be
underpinned by the higher levels of technical and financial certainty expected  
from the end of the trial mining and the generation of an updated CPR. The costs
associated with achieving these higher levels of certainty would require        
bridging finance.                                                               
On 22 January 2010 the Company put this bridging finance in place by raising    
US$6 million in a "Cash Box" placing of 9.99 per cent. of its share capital. The
Company is grateful to the shareholders who supported this issue.               
Working from the base case in the CPR, the Company has determined that net      
proceeds of US$35 million are required to put the operational phase of its first
mine into a cash positive, stable and sustainable position. Cash flow           
projections on a "project base" are included in the CPR report in the           
prospectus.                                                                     
Cash flow projections on a "total company" base, i.e. adding the corporate      
overhead to the Snowden CPR base, are included in the prospectus.               
9. Going Concern                                                                
In presenting their unqualified opinion on the Group`s Financial Statements for 
the year 31 December 2009, the Auditors (KPMG) have noted that there are        
material uncertainties over the "going concern" status of the Company.          
The first of these (quite obviously) is the need for success in this            
fundraising. The second is a timeous and reasonable conclusion to the           
negotiations on the funding and cost sharing of the new Central Rand Basin water
pumping facility. The Board believes that this is probable and that the working 
capital provisions in this regard are appropriate. The Directors have structured
the fundraising accordingly.                                                    
10. Use of Proceeds and Future Plan                                             
The Directors intend to use the net proceeds of US$35 million as follows (in    
order of priority):                                                             
- US$13.3 million will be utilised for further decline and reef development;    
- US$7.4 million will be utilised for the acquisition of further mining         
equipment needed to implement the Company`s mine plan;                          
- US$2.5 million will be utilised to further develop and optimise the Company`s 
metallurgical processing plants in order that gold recoveries are maximised;    
- US$4.6 million is needed to fund CRG`s share of the construction costs of the 
pumping station required to maintain the water table at 400 metres below        
surface;                                                                        
- US$2.0 million will fund further exploration activities on the Company`s Crown
Mines tenement in order that further mining targets can be identified; and      
- US$5.2 million will be utilised to fund the Company`s overheads until such    
time as the Company becomes cash generative.                                    
With the completion of trial mining, immediate underground activities are now   
concentrated on decline and reef development in line with the mine plan in the  
updated CPR, in expectation of this capital raising being successful.           
With the completion of the recent plant reconfiguration, the plant will utilise 
capacity, over and above that needed to process underground ore, to process     
surface stockpiles, highgrade tailings deposited on the DRD tailings dam during 
a period of sub-optimal plant performance, and further surface ore from open    
cast operations.                                                                
Continuation on the plan outlined in the CPR, after receipts of the proceeds    
will move the Company from trial mining to full scale commercial production at  
an annualized rate of 45,000 oz by the end of 2013. Medium and long-term        
strategic development for the Company will focus on the systematic establishment
of mining operations across the entire 40km strike length of the Company`s      
mining and prospecting rights. The current and ongoing development of the CMR   
west and central areas will be used as a template for operating and capital     
costs, as well as providing a proving ground for mechanised mining techniques   
that will be used in the development of new operations along strike.            
The next development target is the adjacent Crown Mine West block. Substantial  
work has already been undertaken here by CRG and mineable JORC and SAMREC       
compliant resources have been identified. A 8,000m programme of confirmatory    
drilling has been designed with the aim of increasing the confidence in the     
shallow (sub 300m) resource areas to allow for the conversion to Ore Reserves.  
This programme is to be carried out during 2010 and in to 2011. Prior to mining 
development in these adjacent mining blocks, feasibility level studies will be  
undertaken to ensure the criteria for a production decision are met. The current
work planned to take place during 2010 and 2011 on Crown Mine West is expected  
to cost $2 million.                                                             
Thereafter Resource development and Reserve conversion will proceed             
systematically east through the Village Main and Robinson Deep Prospecting      
rights, the City Deep Prospecting Rights and the Simmer & Jack Prospecting      
Rights.                                                                         
The Directors believe that a number of operations similar to that currently     
established at CMR west are feasible and can commence development over the next 
five to ten years.                                                              
11.  Comparative Costs                                                          
Reference is made in the prospectus to the recently published GFMS "Gold Survey 
2010", widely regarded as the benchmark analysis of the world`s gold mining     
industry. This survey contains an analysis of worldwide production costs in the 
industry. By aligning information contained in the Competent Person`s Report and
the Illustrative Projections with GFMS definitions, CRG can be positioned on the
GFMS cost curves as shown in the table below.                                   
The "Base Case", as defined in the CPR, is the foundation of this Capital       
Raising. It excludes (because the components cannot be statistically defined)   
the potential upside identified for this first mine in the Snowden CPR. This is 
a secure platform from which to consider the upside potential and the benefits  
of further growth at CRG:                                                       
- The Illustrative Projections, on which the auditors have reported in          
accordance with Paragraph 133(b)(ii) of the CESR recommendations, postulate that
realisation of just the Middlings, vampings and sweepings (Mining Upside) listed
in the upside potential identified in the CPR, on just the first mine, could    
reduce working costs by $94 per ounce.                                          
- CRG`s All-in Cost is prejudiced by the relatively high corporate overhead of  
$126 per ounce based upon the production schedule set out in the CPR. This      
figure is capable of supporting (with little or no increase) at least one       
further parallel mine. One more mine of a similar size to the mine currently    
being developed is expected to reduce the All-in Cost position, in both "Base   
Case" and "Mining Upside", by about 15 percentile points.                       
CRG unit    2010        Restated to   Percentile on cost curve                  
costs       cost/oz     2009                                                    
                       Base Case     Base Case    + Mining                      
                       (calculated)  (postulated) Upside                        
Total Cash  $545        $529          68th         38th                         
Cost                                                                            
Total       $685        $665          62nd         30th                         
Production                                                                      
Cost                                                                            
All-in      $811        $787          72nd         44th                         
Cost                                                                            
- The relevant operating and on-going capital figures for CRG are the "steady-  
state" figures in table 16.2 of the CPR; i.e. from 2013 and onwards, once the   
mine has reached full production.                                               
- The relevant overhead and corporate figure for CRG is the "Corporate and      
mining support expenditure" figure for 2013 in the Illustrative Projections.    
- GFMS Total Cash Cost is the same as the "Operating Cost" in table 16.2 of the 
CPR. From and including 2013 this is $545 per ounce.                            
- GFMS Total Production Cost (Cash Cost plus amortisation and depreciation) is  
approximated by adding the CRG average from 2013 for on-going capex of $140 per 
ounce and the item listed as "Other" in table 3.1 of the Illustrative           
Projections, which is Head Office Capital, essentially for I.T. expenditure and 
which averages approximately $4 per ounce.                                      
- A GFMS All-in Cost is harder to arrive at in the somewhat artificial construct
of a single mine excluding upside. In that scenario the Corporate Costs, from   
the first "steady-state" year of 2013 ($8.3m per table 2.1 in Illustrative      
Projections) fall, over the life of the Mine to less than half that. This is    
primarily due to the front-loaded royalty arrangements with i-Prop and the      
tailing off of on-mine geological expenditure. The resultant cost per ounce for 
Corporate Costs to be added to "Total Production Costs" are $180 per ounce in   
2013, but average $126 per ounce over the steady-state period of the Mine.      
- CRG costs, which are based upon 2010 prices, must be deflated to bring them   
into line with the 2009 levels published by GFMS. The above table uses the GFMS 
quoted 2008-2009 escalation (presumed typical) of 3 per cent. for Cash Costs.   
12. Outlook                                                                     
Clearly the immediate objectives of a cash positive sustainable operation at an 
annual rate of 45,000 oz.p.a. deliver a low volume and relatively high cost     
operation. This is some way short of the aspirations in the original IPO.  Part 
of this is due inevitably, to any "trial mine" being at the wrong end of        
economies of scale, particularly in terms of fixed costs and overheads. The     
Board believes that the Company`s mining and metallurgical methodologies can be 
implemented across its entire tenement area, requiring, at worst, minimal       
adjustment to and re-testing of its mining methods to suit local conditions, and
in particular reef widths, before full-scale mine development can commence. The 
"vision" in this sense is intact, and there is no doubt that overall unit costs 
will decline as fixed costs are carried over a larger base and as the mining    
crews increase efficiencies with experience.                                    
While the CPR confirms this prospect of future mines on the Main Reef as a      
continuation of the current theme (with variations), the as yet unproven, but   
exciting prospects of further mines on the Bird and Kimberley Reefs form part of
our development strategy. The possibility of mining these Reefs as a single     
package have been considerably enhanced by the advent of the optical ore-sorter,
which has the potential to remove much of the middling between the individual   
components of each reef.                                                        
This is some way in the future, but the prospect of immediate upside to the CPR 
"Base Case" upon which all formal projections are based is real. The prospectus 
lists expectations that are not yet included in the base case and can reasonably
be expected from:                                                               
- extraction of the Main Reef and the parting between it and the Main Reef      
Leader void above it, together with sweepings and vampings from the old workings
lying on top of the parting, as a single package;                               
- the mining, with the Main Reef and its parting, of Main Reef Leader pillars   
and remnants;                                                                   
- optical ore-sorting of development reef to upgrade it as a feedstock to the   
metallurgical plant;                                                            
- optical ore-sorting of stoping ore to separate plant feed into higher and     
lower grade streams with optimised processing; and                              
- further upgrading of the process flow sheet, and in particular of the carbon- 
in-pulp plant.                                                                  
The potential mining benefits have been acknowledged by Snowden in the CPR as   
real and reasonable, but they could not be included in the base case analysis,  
as there is no statistical basis for analysing or forecasting their value, i.e. 
for including the potential in Reserves. This upside list has the potential to  
dramatically lower the Company`s position on the cost curve.                    
If this can be combined with the economies of scale as the Company expands      
significant value will be created for Shareholders. The achievements in securing
the Mining Rights and in successful trial mining and processing should not be   
under-estimated. It has taken longer than was thought, has delivered a smaller  
first mine than initially proposed and has cost more than expected to do that,  
but:                                                                            
- the concept has been proven;                                                  
- an Ore Reserve has been declared;                                             
- they can be efficiently and safely mined and processed;                       
- without any of the potential upside built-in, and with a relatively small     
scale first operation, there will be a profitable and cash generating mine;     
- the upside potential is significant; and                                      
- the vision of developing and building a major gold operation is intact.       
The Board believes that the opportunity (and historical investment) that would  
be wasted were the Company to falter at this stage is huge.                     
13. Dividends and Dividend Policy                                               
The Group continues to make significant investments in its mining business and  
continues to be loss making. For this reason and to preserve financial          
flexibility, the Company has never paid a dividend. It is the Board`s intention 
that the Company will review this policy when the Group is generating           
sustainable cash flows and the trading performance and financial resources of   
the Group permit.                                                               
14. Details of the Capital Raising Structure                                    
The Directors have given consideration to how to structure the proposed equity  
fundraising, having paid regard to the current market conditions, the           
composition of the Company`s Shareholder register, the level of the Company`s   
share price and the importance of pre-emption rights to Shareholders. After     
considering these factors, the Directors have concluded that the structure of   
the Capital Raising by way of the Firm Placing and the Placing and Open Offer is
the most suitable option available to the Company and its Shareholders as a     
whole. The Open Offer provides an opportunity for all Qualifying Shareholders to
participate in the fundraising by acquiring Open Offer Shares pro rata to their 
current holding of Shares.                                                      
CRG is proposing to raise approximately GBP24 million (net of expenses) by way  
of the Capital Raising. The Issue Price of 2 pence per New Share represents a   
discount of 2.6 pence (approximately 57 per cent.) to the Closing Price of 4.6  
pence per Share on 3 June 2010 (being the last dealing day prior to announcement
of the Capital Raising). This discount has been set based on the Directors`     
assessment of market conditions following discussions with a number of          
institutional investors and has been determined in order to obtain the level of 
funds required by the Company under the Capital Raising. Given that the Issue   
Price represents a discount of greater than 10 per cent. to the Closing Price of
the Shares on 3 June 2010, the Company is required, under the Listing Rules, to 
seek the approval of its Shareholders for the issue of the New Shares at the    
Issue Price. Accordingly, the Extraordinary General Meeting will consider,      
amongst other things, the approval of the amount of discount.                   
The Firm Placing and Placing and Open Offer is being underwritten by Evolution  
pursuant to the Placing and Open Offer Agreement, the principal terms and       
conditions of which are summarised in the prospectus.                           
Principal terms of the Firm Placing                                             
CRG is proposing to issue 649,042,355 New Shares pursuant to the Firm Placing,  
subject to the same conditions and termination rights that apply to the Placing 
and Open Offer. The Firm Placed Shares are not subject to clawback from         
Shareholders and do not form part of the Open Offer.                            
The Firm Placing includes the placing of 16,771,120 Firm Placed Shares to Mark  
Creasy. Under the Listing Rules, Mr Creasy is a related party of the Company and
the Creasy Firm Placing, when aggregated with Mr Creasy`s participation in the  
Cash Box Placing, is a related party transaction which will need the approval of
a simple majority of the Independent Shareholders. This approval is being sought
pursuant to Resolution 1 to be proposed at the Extraordinary General Meeting.   
Principal terms of the Placing and Open Offer                                   
Qualifying Shareholders, on and subject to the terms and conditions of the Open 
Offer, are being given the opportunity to apply for the Open Offer Shares at the
Issue Price, pro rata to their holdings of Existing Shares on the Record Date,  
on the basis of 5 Open Offer Shares for every 2 Existing Shares                 
Qualifying Shareholders are also being given the opportunity, provided they take
up their Open Offer Entitlement in full, to apply for a maximum number of       
additional Open Offer Shares equal to the number of Open Offer Shares comprised 
in their Open Offer Entitlement through the Excess Application Facility.        
Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders  
in the Open Offer and fractional entitlements under the Open Offer will be      
rounded down to the nearest whole number of Open Offer Shares.                  
Qualifying Shareholders may apply for any whole number of Open Offer Shares up  
to their maximum entitlement which, in the case of Qualifying Non-CREST         
Shareholders, is equal to the number of Open Offer Entitlements as shown in Box 
B on their Application Form, or, in the case of Qualifying CREST Shareholders,  
is equal to the number of Open Offer Entitlements standing to the credit of     
their stock account in CREST. Qualifying CREST Shareholders will receive a      
credit to their appropriate stock accounts in CREST in respect of their Open    
Offer Entitlements at 8.00 a.m. on on 10 June 2010. Qualifying Shareholders with
holdings of Existing Shares in both certificated and uncertificated form will be
treated as having separate holdings for the purpose of calculating their        
entitlements under the Open Offer, as will Qualifying Shareholders with holdings
under different designations or in different accounts. CRG is proposing to issue
679,029,025 Shares to Placees pursuant to the terms of the Placing and Open     
Offer with the aggregate number of New Shares issued to such Placees being      
reduced by the receipt of valid applications for Open Offer Shares from         
Qualifying Shareholders.                                                        
Excess Application Facility                                                     
The Excess Application Facility will enable Qualifying Shareholders, provided   
they take up their Open Offer Entitlement in full, to apply for a maximum number
of additional Open Offer Shares equal to the number of Open Offer Shares        
comprised in their Open Offer Entitlement. Qualifying Non-CREST Shareholders who
wish to apply to acquire more than their Open Offer Entitlement should complete 
the relevant sections on the Application Form. Qualifying CREST Shareholders    
will have Excess CREST Open Offer Entitlements credited to their stock account  
in CREST and should refer to the prospectus for information on how to apply for 
Excess Shares pursuant to the Excess Application Facility. If applications under
the Excess Application Facility are received for more than the total number of  
Open Offer Shares available following take up of Open Offer Entitlements, such  
applications will be scaled back pro rata to the number of Excess Shares applied
for by Qualifying Shareholders under the Excess Application Facility.           
The aggregate number of Open Offer Shares available for acquisition pursuant to 
the Open Offer will not exceed 679,029,025 New Shares.                          
Effect of the Capital Raising                                                   
Upon completion of the Capital Raising, the New Shares will represent           
approximately 488.96 per cent. of the Company`s existing issued ordinary share  
capital and approximately 83.02 per cent. of the Company`s Enlarged Issued Share
Capital. New Shares issued through the Placing and Open Offer and New Shares    
issued through the Firm Placing will account for approximately 51.13 per cent.  
and 48.87 per cent. respectively of the total New Shares to be issued. The      
Resolutions set out in the notice attached to this Prospectus must be passed at 
the Extraordinary General Meeting in order for the Capital Raising to proceed.  
Following the issue of the New Shares to be allotted pursuant to the Capital    
Raising, Qualifying Shareholders who take up their full entitlements, excluding 
any New Shares acquired through the Excess Application Facility, in respect of  
the Open Offer will suffer a dilution of up to 41 per cent. to their interests  
in the Company because of the Firm Placing. Qualifying Shareholders who do not  
take up any of their entitlements in respect of the Open Offer will suffer a    
more substantial dilution of approximately 83 per cent. to their interests in   
the Company because of the Firm Placing and Open Offer.                         
Application for Admission                                                       
Application will be made for the Open Offer Entitlements (in respect of         
Qualifying Crest Shareholders) and Excess CREST Open Offer Entitlements to be   
admitted to CREST. It is expected that such Open Offer Entitlements and Excess  
CREST Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 10 June 
2010. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will 
also be enabled for settlement in CREST at 8.00 a.m. on 10 June 2010.           
Applications through the CREST system may only be made by the Qualifying        
Shareholder originally entitled or by a person entitled by virtue of a bona fide
market claim.                                                                   
Qualifying CREST Shareholders should note that, although the Open Offer         
Entitlements will be admitted to CREST and be enabled for settlement,           
applications in respect of entitlements under the Open Offer may only be made by
the Qualifying Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim raised by Euroclear`s Claims Processing Unit.       
Qualifying Non-CREST Shareholders should note that their Application Form is not
a negotiable document and cannot be traded.                                     
Application will be made to the UKLA for the New Shares to be admitted to the   
Official List and to the London Stock Exchange for the Open Offer Shares to be  
admitted to trading on the London Stock Exchange`s main market for listed       
securities. It is expected that Admission will become effective on 6 July 2010  
and that dealings for normal settlement in the Open Offer Shares and the Firm   
Placed Shares will commence at 8.00 a.m. on the same day.                       
Further information on the Open Offer and terms and conditions on which it is   
made, including the procedure for application and payment, are set out in the   
prospectus and, where relevant, on the Application Form. If Admission does not  
take place on or before 6 July 2010 (or such later time and/or date as the      
Company and the Evolution may determine, not being later than 31 July 2010), the
Open Offer will lapse, any Open Offer Entitlements admitted to CREST will       
thereafter be disabled and application monies under the Open Offer will be      
refunded to the applicants, by cheque (at the applicant`s risk) in the case of  
Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of  
Qualifying CREST Shareholders, without interest as soon as practicable          
thereafter. In these circumstances, the Placing to the Placees will not proceed.
Conditionality                                                                  
The Firm Placing and the Placing and Open Offer are inter-conditional and       
conditional on, inter alia, Shareholder approval, which will be sought at an    
Extraordinary General Meeting convened for 11.00 on 5 July 2010. If any of the  
conditions are not fulfilled the Capital Raising will not proceed.              
The Firm Placing and the Placing and Open Offer is conditional, inter alia,     
upon:                                                                           
- the passing, without amendment, of the Resolutions at the Extraordinary       
General Meeting (and not, except with the prior written agreement of Evolution, 
at any adjournment of such meeting);                                            
- Admission taking place by no later than 8.00 a.m. on 6 July  010 (or such     
later time and date as the Company and Evolution may agree, not being later than
31 July 2010); and                                                              
- the Placing and Open Offer Agreement otherwise having become unconditional in 
all respects (save for the condition relating to Admission) and not having been 
terminated in accordance with its terms prior to Admission.                     
Any Qualifying Shareholder who has sold or transferred all or part of his or her
registered holding(s) of Shares prior to the close of business on 4 June (11    
June 2010 for Qualifying South African Shareholders) 2010 is advised to consult 
his or her broker, bank or other agent through or to whom the sale or transfer  
was effected as soon as possible since the invitation to apply for Open Offer   
Shares under the Open Offer may be a benefit which may be claimed from him/her  
by the purchasers under the rules of the London Stock Exchange.                 
The Open Offer Shares and the Firm Placed Shares, when issued and fully paid,   
will be identical to and rank in full for all dividends or other distributions  
declared, made or paid after Admission and in all respects will rank pari passu 
with the Existing Shares. No temporary documents of title will be issued.       
Shareholders should note that the Open Offer is not a rights issue. Qualifying  
Shareholders should be aware that in the Open Offer, unlike in a rights issue,  
any Open Offer Shares not applied for will not be sold in the market on behalf  
of, or placed for, the benefit of Qualifying Shareholders who do not apply under
the Open Offer but will be issued to the Placees ultimately for the benefit of  
the Company.                                                                    
15. Related Party Transaction                                                   
Mark Creasy has indicated his ongoing support for the Group through his         
shareholding. Mr Creasy is a related party of CRG (as defined by the Listing    
Rules) because his shareholding is in excess of 10 per cent. of the Company`s   
existing issued share capital. Mr Creasy has irrevocably committed to           
participate in the Firm Placing and take up his Open Offer Entitlements in      
aggregate of US$1.0 million and to vote in favour of the Resolutions at the     
Extraordinary General Meeting with the exception of Resolution 1 for the reason 
set out below. Subject to the Capital Raising proceeding and Mr Creasy complying
with his irrevocable undertakings, Mr Creasy will be paid a commission equal to 
1.75 per cent. of the aggregate value at the issue Price of the number of Open  
Offer Shares acquired by Mr Creasy. The participation by Mr Creasy in the Firm  
Placing is a related party transaction which, when aggregated with Mr Creasy`   
participation in the Cash Box Placing, requires the approval of Independent     
Shareholders. Accordingly, Mr Creasy will not vote on Resolution 1 and has      
undertaken to take all reasonable steps to ensure that his associates (as       
defined in the Listing Rules) will not vote on this resolution. As the Capital  
Raising is conditional on the passing of all Resolutions, if Resolution 1 is not
approved by Independent Shareholders, the Capital Raising will not proceed. The 
Creasy Firm Placing is described in further detail in the prospectus. The Board 
of the Company has received independent financial advice from Evolution         
Securities in relation to the proposed Creasy Firm Placing.                     
16. Proposals to be voted on at the Extraordinary General Meeting               
For the purposes of effecting the Capital Raising, the Resolutions will be      
proposed at an Extraordinary General Meeting. A notice convening an             
Extraordinary General Meeting of the Company, which is to be held at 11.00 a.m. 
on 5 July 2010 shall be found in the prospectus. The full text of the           
Resolutions is set out in that notice.                                          
Subject to the passing of all the other Resolutions:                            
i. Resolution 1 seeks approval of the issue of 16,771,120 Firm Placed Shares to 
Mark Creasy which have been conditionally placed with him. Mark Creasy is not   
eligible to vote on this Resolution. Resolution 1 is conditional on the passing 
of Resolutions 2, 3 and 4;                                                      
ii. Resolution 2 seeks approval for the issue of the New Shares on the terms set
out in this announcement at a price of 2 pence per New Share (which represents a
discount of 57 per cent. to 4.6 pence, being the Closing Price on 3 June 2010,  
the last dealing day before the announcement of the Capital Raising). This      
resolution approves the Capital Raising generally and gives the Directors the   
power to implement it, including for the purposes of the Listing Rules, because 
the Issue Price represents a discount of greater than 10 per cent. to the       
Closing Price on 3 June 2010. Resolution 2 is conditional on the passing of     
Resolutions 1, 3 and 4;                                                         
iii. Resolution 3 seeks to increase the authorised share capital of the Company 
to 4,000,000,000 ordinary shares of GBP0.01 par value each to facilitate the    
issue of shares under the Capital Raising.                                      
iv. Resolution 4(a) seeks a new authority to enable the Directors to allot      
equity securities for the purpose of the Capital Raising; and                   
v. Resolutions 4(b) and (c) seek a new authority to disapply statutory pre-     
emption rights in relation to the allotment of equity securities. If approved,  
this resolution will authorise the Directors to allot shares for cash up to a   
maximum nominal amount of GBP799,841.49. The Directors currently have no        
specific plans to allot relevant securities other than in connection with the   
Capital Raising. The latter will leave headroom of approximately 5 per cent. of 
the Enlarged Issued Share Capital. These resolutions are normal annual          
resolutions for a company on the Official List and in line with ABI guidelines. 
Resolution 4 is conditional to the Placing and Open Offer Agreement having      
become unconditional in all respects save for any condition relating to         
Admission having occurred and the passing of Resolutions 1, 2 and 3.            
All of the Resolutions must be passed by the shareholders of the Extraordinary  
General Meeting in order for the Capital Raising to proceed.                    
Further details of CRG`s share capital, at present and as it will be following  
the completion of the Capital Raising, are set out in the prospectus.           
17. Overseas Shareholders                                                       
The attention of Overseas Shareholders who have registered addresses outside the
United Kingdom or South Africa, or who are citizens of, or residents or located 
in countries other than the United Kingdom or South Africa, or who are holding  
Shares for the benefit of such persons (including without limitation, nominees, 
custodians and trustees) or have a contractual or legal obligation to forward   
the Prospectus, the Form of Proxy or the Application Form to such persons, is   
drawn to the information which appears in the prospectus.                       
In particular, Qualifying Shareholders who have registered addresses outside the
United Kingdom or South Africa, or who are citizens of or resident or located in
countries other than the United Kingdom or South Africa (including, without     
limitation, the United States or any other Restricted Territory) should consult 
their professional advisers as to whether they require any governmental or other
consent or need to observe any other formalities to enable them to take up their
entitlements in the Open Offer.                                                 
18. Taxation                                                                    
Certain information about UK, Guernsey and South African taxation in relation to
the Capital Raising is set out in the prospectus. If you are in any doubt as to 
your tax position, or you may be subject to tax in a jurisdiction other than the
United Kingdom or South Africa, you are strongly recommended to consult your own
professional advisers without delay.                                            
19. Further Information and Risk Factors                                        
Your attention is drawn to the further information set out in the prospectus. In
particular, your attention is drawn to the section entitled "Risk Factors". You 
are advised to read the whole of the Prospectus and the documents incorporated  
by reference and not to rely solely on the information contained in this        
announcement.                                                                   
20. Action to be Taken                                                          
Open Offer                                                                      
The latest time for acceptance by Qualifying Shareholders under the Open Offer  
is 11.00 a.m. on 2 July 2010. The procedure for acceptance and payment is set   
out in the prospectus. For Qualifying Non-Crest Shareholders, further details   
also appear in the Application Form that is being sent to all Qualifying Non-   
CREST Shareholders (other than Qualifying Non-CREST Shareholders with a         
registered address in the United States, or, subject to certain exceptions, the 
Restricted Territories).                                                        
Qualifying CREST Shareholders who are CREST-sponsored members should refer to   
their CREST sponsors regarding the action to be taken in connection with this   
announcement and the Capital Raising.                                           
Extraordinary General Meeting                                                   
You will find set out at the end of the prospectus a notice convening an        
Extraordinary General Meeting to be held at 11.00 a.m. on 5 July 2010 at the    
offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey GY1  
4BZ. In this, you will find a Form of Proxy for use at the Extraordinary General
Meeting or at any adjournments thereof. Whether or not you intend to be present 
in person at the Extraordinary General Meeting, you are requested to complete   
and sign the Form of Proxy in accordance with the instructions printed on it and
return it as soon as possible, but in any event so as to be received no later   
than 11.00 a.m. on 1 July 2010 by the Company`s Registrar, Computershare        
Investor Services (Jersey) Limited at Queensway House, Hilgrove Street, St.     
Helier, Jersey JE1 1ES. The lodging of the Form of Proxy (or the electronic     
appointment of a proxy) will not preclude you from attending and voting at the  
Extraordinary General Meeting in person if you so wish.                         
If you have any doubt what action you should take, you should seek your own     
financial advice from your broker, solicitor or other independent financial     
adviser duly authorised under the FSMA who specialises in advice on the         
acquisition of shares and other securities immediately.                         
21. Directors` Recommendations                                                  
The Capital Raising                                                             
The Board, which has received financial advice from Evolution Securities,       
considers that the Capital Raising and Resolutions to be proposed at the        
Extraordinary General Meeting are in the best interests of the Company and its  
Shareholders as a whole. In providing advice to the Board in respect of the     
Capital Raising (other than in respect of the Creasy Firm Placing), Evolution   
Securities has relied upon the Board`s commercial assessments of the Group`s    
funding requirements.                                                           
The Creasy Firm Placing                                                         
The Board, which has been so advised by Evolution Securities, an independent    
adviser acceptable to the Financial Services Authority, considers that the      
Creasy Firm Placing is fair and reasonable as far as the Shareholders of CRG are
concerned. In providing its advice to the Board, Evolution Securities has taken 
account of the Board`s assessments of the commercial merits of the Creasy Firm  
Placing.                                                                        
Accordingly, the Board recommends that Shareholders vote in favour of the       
Resolutions to be put to the Extraordinary General Meeting as each of the       
Directors have irrevocably undertaken to do so, or procure to be done, in       
respect of their own beneficial holdings, amounting in aggregate to 0.63 per    
cent. of the Company`s existing issued share capital.                           
Importance of Vote                                                              
All of the Resolutions must be passed by Shareholders at the Extraordinary      
General Meeting in order for the Capital Raising to proceed. Without all of the 
Resolutions being passed, the Board would have to consider the future financial 
viability of the Company in its current form and this would lead to an immediate
cessation of mining and exploration activities, reduction of staff and          
management to a minimum level and either a piecemeal asset disposal programme   
(subject to the availability of willing buyers of the Company`s assets) or, in  
the event that this is unsuccessful, outright closure of the Company as the     
Company would be unable to fund its ongoing activities which would result in    
minimal funds, if any, being available for Shareholders.                        
Appendix I                                                                      
Expected timetable of Principal Events                                          
Each of the times and dates in the table below in indicative only and may be    
subject to change                                                               
                                                  2010                          
Announcement of Capital Raising                    4 June                       
* Commencement of restrictions on Qualifying       4 June                       
South African Shareholders dematerialising or                                   
rematerialising their Existing Shares                                           
SA Last Date to Trade for entitlement under Open   4 June                       
Offer                                                                           
Lodgement of the Placing and Open Offer Agreement  4 June                       
and supporting documents with the Companies and                                 
Intellectual Property Registration Office                                       
Publication of Prospectus                          4 June                       
UK Record Date for entitlement under Open Offer    close of business on         
                                                  4 June                        
Commencement of restrictions on transfers between  close of business on         
UK Register and SA Register                        4 June                       
* Commencement of the period during which the SA                                
Registrar will not register the transfer of                                     
Existing Shares by Qualifying South African        close of business of         
Shareholders where those Existing Shares are held  4 June                       
in certificated form                               (South African time)         
* Existing Shares marked "ex" by the JSE           before 9.00 a.m. on 7        
                                                  June                          
                                                  (South African time)          
Existing Shares marked "ex" by the London Stock    before 8.00 a.m. on 7        
Exchange                                           June                         
Open Offer Entitlements and Excess CREST Open      8.00 a.m. on 10 June         
Offer Entitlements credited to the stock accounts                               
of Qualifying CREST Shareholders in CREST                                       
SA Record Date for Open Offer                      close of business of         
                                                  11 June                       
                                                  (South African time)          
End of restrictions on transfers between UK        close of business of         
Register and SA Register                           11 June                      
                                                  (South African time)          
End of restrictions on Qualifying South African    close of business of         
Shareholders dematerialising or rematerialising    11 June                      
their Existing Shares                              (South African time)         
End of period during which the SA Registrar will   close of business of         
not register the transfer of Existing Shares by    11 June                      
Qualifying South African Shareholders where those  (South African time)         
Existing Shares are held in certificated form                                   
* Open Offer Entitlements credited to the stock    9.00 a.m. on 14 June         
accounts of Qualifying South African Shareholders  (South African time)         
to the broker or CSDP accounts                                                  
Recommended latest time and date for requesting                                 
withdrawal of Open Offer Entitlements and Excess                                
CREST Open Offer Entitlements from CREST (i.e. if                               
Open Offer Entitlements are in CREST and the                                    
Shareholder wishes to convert them to                                           
certificated form)                                 4.30 p.m. on 28 June         
Latest time and date for depositing Open Offer                                  
Entitlements into CREST                            3.00 p.m. on 29 June         
Latest time and date for splitting Application                                  
Forms (to satisfy bona fide market claims only)    3.00 p.m. on 30 June         
Latest time and date for receipt of Extraordinary                               
General Meeting Forms of Proxy                     11.00 a.m. on 1 July         
Latest time and date for acceptance, payment in    11.00 a.m. on 2 July         
full and submission of Application Forms and SA    (12:00 p.m. South            
Application Forms to the Registrar                 African time*)               
Extraordinary General Meeting                      11.00 a.m. on 5 July         
Listing of New Shares on the London Stock                                       
Exchange                                           8.00 a.m. on 6 July          
New Shares in uncertificated form expected to be                                
credited to accounts in CREST                      8.00 a.m. on 6 July          
Listing of New Shares on the JSE                   9.00 a.m. on 6 July          
                                                  (South African time)          
Dispatch of definitive share certificates for the                               
New Shares in certificated form                    by 13 July                   
Appendix II                                                                     
Statistics relating to the Capital Raising                                      
Issue Price for each Open Offer Share and  2 pence                              
each Firm Placed Share                                                          
Number of Shares in issue as at 3 June     271,661,610                          
2010 (being the latest practicable                                              
date prior to the publication of the                                            
Prospectus)                                                                     
Number of Open Offer Shares to be issued   679,029,025                          
pursuant to the Open Offer                                                      
Number of Firm Placed Shares to be issued  649,042,025                          
pursuant to the Firm Placing                                                    
Number of Shares in issue immediately      1,599,682,990                        
following completion of the                                                     
Capital Raising                                                                 
Open Offer Shares as a percentage of the   42.45 per cent.                      
Enlarged Issued Share Capital                                                   
Firm Placed Shares as a percentage of the  40.57 per cent.                      
Enlarged Issued Share Capital                                                   
New Shares as a percentage of the Enlarged 83.02 per cent.                      
Issued Share Capital                                                            
Estimated aggregate net proceeds of the    GBP24.0 million                      
Capital Raising after estimated total                                           
expenses                                                                        
Estimated aggregate expenses of the        GBP2.5 million                       
Capital Raising                                                                 
Appendix III                                                                    
Definitions                                                                     
"Admission"                   admission of the New Shares to the                
                             Official List and to trading on the JSE            
                             becoming effective in accordance with,             
respectively, the Listing Rules and the            
                             JSE Listings Requirements                          
"Application Form" or "Non-   the application form accompanying the             
Crest Application Form"       Prospectus for use by Qualifying Non-Crest        
Shareholders in relation to the Open Offer         
"Articles of Incorporation"   the articles of incorporation of the              
or "Articles"                 Company                                           
"Banks"                       Evolution and Macquarie                           
with respect to English Law Eversheds LLP          
                             and with respect to South African law              
                             Webber Wentzel Bowen                               
"Banks Counsel"               with respect to English Law                       
Eversheds LLP                                      
"Board"                       the Board of Directors                            
"Capital Raising"             the Firm Placing, Placing and Open Offer          
"Cash Box Placing"            the placing of new Shares to certain              
subscribers on 27 January 2010                     
"Cash Box Placing             The agreement entered into on 22 January          
Agreement"                    2010 between (1) the Company; and (2)             
                             Evolution in relation to the Cash Box              
Placing                                            
"Central Rand Australia"      Central Rand Pty Limited, a company               
                             incorporated under the laws of Australia           
"Central Rand Gold NV" or     Central Rand Gold (Netherlands Antilles)          
"CRGNV"                       N.V. a company                                    
                             incorporated under the laws of the                 
                             Netherlands Antilles                               
"Central Rand Goldfield"      the central area of the Witwatersrand             
Basin, comprising the aggregate of all the         
                             defunct and working gold mines in the area         
"Central Rand Gold SA" or     Central Rand Gold South Africa                    
"CRGSA"                       (Proprietary) Limited, a company                  
incorporated under the laws of South               
                             Africa                                             
"Central Rand Project"        the project area over which the                   
                             Prospecting Rights extend, being an area           
from west to east of about 40 kilometres           
                             and north to south of about 7 kilometres           
"certificated" or "in         a share or other security which is not in         
certificated form"            uncertificated form                               
"City Deep"                   a defunct Old Order gold mine, which lies         
                             in the north eastern area of the Central           
                             Rand Project held by FEIC                          
"Company" or "CRG"            Central Rand Gold Limited, a company              
incorporated under the laws of the Island          
                             of Guernsey                                        
"Competent Persons` Report"   the report prepared by Snowden set out in         
or "CPR"                      the Prospectus                                    
"Computershare"               Computershare Investor Services                   
                             (Proprietary) Limited, the Company`s South         
                             African transfer secretaries, a company            
                             duly incorporated under the laws of South          
Africa                                             
                             the 679,029,025 New Shares to be allotted          
"Conditional Placed Shares"   and issued by the Company under the Placing       
                             subject to clawback to satisfy valid               
applications by Qualifying Shareholders            
                             under the Open Offer, pursuant to the              
                             Placing and Open Offer Agreement                   
"Consolidated Main Reef"      a defunct Old Order gold mine, which lies         
or "CMR"                      to the west of City Deep and is held by           
                             FEIC                                               
"Creasy Firm Placing"         the placing of certain of the Firm Placed         
                             Shares with Mark Creasy                            
"CREST"                       the relevant system (as defined in the            
                             CREST Regulations) operated by EUROCLEAR           
                             in accordance with which securities may be         
                             held or transferred in uncertificated form         
"CRG CB"                      CRG CB Limited a company incorporated             
                             under the laws of the Island of Guernsey           
"Crown Mines"                 a defunct Old Order gold mine, which lies         
                             between CMR and City Deep and is held by           
FEIC                                               
"deposit"                     coherent geological body such as a                
                             mineralised body                                   
"dip"                         the true dip of a plane is the angle it           
makes with the horizontal plane                    
"Directors"                   the Directors of the Company, including           
                             the Executive and Non-Executive Directors          
"Disclosure and Transparency  the rules relating to the disclosure of           
Rules"                        information made in accordance with               
                             Section 73A(3) of FSMA                             
"DMR"                         the South African Department of Mineral           
                             Resources                                          
"EGM" or "Extraordinary       the extraordinary general meeting of the          
General Meeting"              Company proposed to be held on 5 July 2010        
"Enlarged Issued Share        the 1,599,682,990 Shares which will be in         
Capital"                      issue following completion of the Firm            
Placing, Placing and Open Offer (assuming          
                             that no further options are exercised              
                             between 3 June (being the latest                   
                             practicable date prior to the publication          
of the Prospectus) and Admission                   
"Equity Securities"           a share in the Company (other than a share        
                             shown in the memorandum to have been taken         
                             by a subscriber to the memorandum or a             
bonus share), or a right to subscribe for          
                             or to convert securities into Relevant             
                             Shares in the Company                              
"EU"                          the European Union                                
"EUROCLEAR"                   EUROCLEAR UK & Ireland Limited, a company         
                             incorporated under the laws of England and         
                             Wales                                              
"Evolution" or "Evolution     Evolution Securities Limited, a company           
Securities"                   incorporated under the laws of England and        
                             Wales                                              
                             7 June 2010 (in the case of Qualifying             
"Ex-Date"                     CREST Shareholders and Qualifying Non-            
CREST) or 7 June 2010 (in the case of              
                             Qualifying South African Shareholders)             
"Executive Directors"         Mr. Sarel Johan du Toit and Mr Patrick            
                             Malaza                                             
"Excess Application Facility" the arrangement pursuant to which                 
                             Qualifying Shareholders may apply for Open         
                             Offer Shares in excess of their Open Offer         
                             Entitlement (up to a maximum number of             
Open Offer Shares equal to the number of           
                             Open Offer Entitlement) provided they have         
                             agreed to take up their Open Offer                 
                             Entitlement in full                                
"Excess CREST Open Offer      in respect of each Qualifying CREST               
Entitlement"                  Shareholder, the entitlement (in addition         
                             to his Open Offer Entitlement) to apply            
                             for Open Offer Shares up to the number of          
Open Offer Shares comprised in his Open            
                             Offer Entitlement, credited to his stock           
                             account in CREST, pursuant to the Excess           
                             Application Facility, which is conditional         
on him taking up his Open Offer                    
                             Entitlement in full and which may be               
                             subject to scaling back in accordance with         
                             the provisions of the Prospectus                   
"Existing Shares"             the Shares in issue as at the date of the         
                             Prospectus                                         
"exploration"                 method by which ore deposits are evaluated        
"feasibility study"           an extensive technical and financial study        
to assess the commercial viability of a            
                             project                                            
"FEIC"                        Ferreira Estate Investment Company                
                             Limited, a company incorporated under the          
laws of South Africa                               
"Firm Placed Shares"          the 649,042,335 New Shares which are              
                             subject to the Firm Placing                        
"Firm Placees"                those persons with whom the Firm Placed           
Shares are to be placed, including Mark            
                             Creasy                                             
"Firm Placing"                the placing of the Firm Placed Shares with        
                             the Firm Placees                                   
"flotation"                   a mineral processing used to separate             
                             mineral particles in a slurry, by causing          
                             them to selectively adhere to a froth and          
                             float to the surface                               
"footwall"                    rock mass below a fault, vein, bed or             
                             mineralisation                                     
"FSA"                         the Financial Services Authority acting in        
                             its capacity as the competent authority            
for the purposes of Part IV of the FSMA            
"FSMA"                        Financial Services and Markets Act 2000,          
                             as amended                                         
"grade"                       relative quantity or the percentage of ore        
mineral or metal content in an ore body            
"Group"                       the Company and its subsidiaries and              
                             subsidiary undertakings from time to time.         
                             For the purposes of the historical                 
financial information included in the              
                             Prospectus, which has been prepared using          
                             the `pooling of interests` method of               
                             accounting, the "Group" includes the RQS           
Group prior to the Reorganisation                  
"holder"                      the person or persons registered in the           
                             register of members of the Company as a            
                             holder of Shares                                   
"Independent Shareholder"     a Shareholder other than Mark Creasy or           
                             his associates (as defined in the Listing          
                             Rules)                                             
"Indicated Mineral            as defined in the JORC and SAMREC Codes,          
Resource"                     is that part of a Mineral Resource which          
                             has been sampled by drill holes,                   
                             underground openings or other sampling             
                             procedures at locations that are too               
widely spaced to ensure continuity but             
                             close enough to give a reasonable                  
                             indication of continuity and where                 
                             geoscientific data are known with a                
reasonable degree of reliability. An               
                             Indicated Mineral Resource will be based           
                             on more data and therefore will be more            
                             reliable than an Inferred Mineral Resource         
estimate                                           
"Inferred Mineral Resource"   as defined in the JORC and SAMREC Codes,          
                             is that part of a Mineral Resource for             
                             which the tonnage and grade and mineral            
content can be estimated with a low level          
                             of confidence. It is inferred from the             
                             geological evidence and has assumed but            
                             not verified geological and/or grade               
continuity. It is based on information             
                             gathered through the appropriate                   
                             techniques from locations such as                  
                             outcrops, trenches, pits, workings and             
drill holes which may be limited or of             
                             uncertain quality and reliability                  
"IPO"                         the initial public offering undertaking by        
                             the Company in November 2007 via a placing         
pursuant to which the Equity Securities            
                             were admitted to trading on the Official           
                             List and the JSE                                   
"Issue Price"                 2 pence per New Share                             
"JORC Code"                   the Australasia Code for Reporting of             
                             Mineral Resources and Ore Reserves 2004            
                             which sets out the minimum standards,              
                             recommendations and guidelines for the             
Public Reporting of exploration results,           
                             Mineral Resources and Ore Reserves III             
                             Australasia                                        
"JSE"                         JSE Limited, a company duly registered and        
incorporated with limited liability under          
                             the company laws of the Republic of South          
                             Africa, licensed as an exchange under the          
                             South African Securities Services Act 36           
of 2004                                            
"JSE Listings Requirements"   the Listing Requirements of the JSE               
                             Limited                                            
"Kimberly Reef"               a geological outcrop forming part of the          
Upper Witwatersrand supergroup formation           
                             which is a relatively lithologically               
                             homogenous mappable unit                           
"Langlaagte"                  the site of discovery of gold in the              
Johannesburg area, and a defunct Old Order         
                             mines held by Gravelotte Mines Limited             
"Guernsey Companies Law"      The Companies (Guernsey) Law, 2008, as            
                             amended, including every Order in Council,         
Act or Ordinance for the time being in             
                             force concerning companies registered in           
                             Guernsey or securities or other laws of            
                             other jurisdictions applicable to the              
Company                                            
"Listing Rules"               the rules and regulations made by the FSA         
                             under Part VI of the FSMA                          
"London Stock Exchange"       London Stock Exchange plc                         
or "LSE"                                                                        
"Main Reef"                   a geological outcrop forming part of the          
                             upper Witwatersrand supergroup formation           
                             which is a relatively lithologically               
homogeneous mappable unit                          
"Main Reef Leader"            a geological outcrop forming part of the          
                             upper Witwatersrand supergroup formation           
                             which is a relatively lithologically               
homogeneous mappable unit                          
"Macquarie" or                Macquarie First South Advisers                    
"Macquarie First South"       (Proprietary) Limited, a company                  
                             incorporated under the laws of South               
Africa                                             
"Mark Creasy"                 Mark Creasy and his associates (as defined        
                             in the Listing Rules)                              
"metallurgical"               describing the science concerned with the         
production, purification and properties of         
                             metals and their applications                      
"Mineral Resource"            a concentration or occurrence of material         
                             of intrinsic economic interest in or on            
the Earth`s crust in such a form that              
                             there are reasonable prospects for the             
                             eventual economic extraction. The                  
                             location, quantity, grade geological               
characteristics and continuity of a                
                             mineral resource are known, estimated or           
                             interpreted from specific geological               
                             evidence and knowledge. Mineral Resources          
are subdivided into Inferred Mineral               
                             Resources, Indicated Mineral Resources and         
                             Measured Mineral Resources                         
"mineralisation"              process of formation and concentration of         
elements and their chemical compounds              
                             within a mass or body of rock                      
"MPRDA"                       the South African Mineral and Petroleum           
                             Resources Development Act 28 of 2002               
"New Order prospecting        any prospecting right, mining right,              
right"                        granted in terms of the substantive               
                             provisions of the MPRDA or upon the                
                             conversion of an Old Order right granted           
in terms of items 6 of Schedule II to the          
                             MPRDA                                              
"New Shares"                  the new Shares which the Company will             
                             allot and issue pursuant to the Firm               
Placing, Placing and Open Offer                    
"Non-Executive Directors"     Mr. John Michael McMahon, Mr. Miklos              
                             Salamon, Mr. Nicholas Farr-Jones and Mr.           
                             Jerome Brauns                                      
"Official List"               the Official List of the UKLA                     
"Old Order prospecting        a mineral right, right to prospect or             
right" or "Old Order mining   right to mine, valid as at 1 May 2004 and         
right"                        preserved for the time periods set out in         
Schedule II to the MPRDA as Old Order              
                             rights as defined in item 1 of Schedule II         
                             to the MPRDA                                       
"Open Offer"                  the invitation by the Company to                  
Qualifying Shareholders to apply to                
                             subscribe for Open Offer Shares on the             
                             terms and conditions set out in the                
                             Prospectus and, in the case of Qualifying          
Non-CREST Shareholders, in the Non-CREST           
                             Application Form                                   
"Open Offer Entitlement"      a pro rata entitlement to apply to                
                             subscribe for Open Offer Shares allocated          
to a Qualifying Shareholder and Qualifying         
                             South African Shareholders under the Open          
                             Offer                                              
"Open Offer Shares"           the 679,029,025 New Shares to be offered          
to Qualifying Shareholders and Qualifying          
                             South African Shareholders under the Open          
                             Offer                                              
"ore"                         rock that can be mined and processed at a         
profit                                             
"ore body"                    mining term to define a solid mass of             
                             mineralised rock which can be mined                
                             profitably under current or immediately            
foreseeable economic conditions                    
"ore reserve"                 the economically mineable part of a               
                             Measured or Indicated Mineral Resource. It         
                             includes diluting materials and allowances         
for losses which may occur when the                
                             material is mined. Appropriate                     
                             assessments, which may include feasibility         
                             studies, have been carried out, and                
include consideration of and modification          
                             by realistically assumed mining,                   
                             metallurgical, economic, marketing, legal,         
                             environmental, social and governmental             
factors. These assessments demonstrate at          
                             the time of reporting that extraction              
                             could be reasonably justified. Ore                 
                             Reserves are sub-divided in order of               
increasing confidence into Probable and            
                             Proven                                             
"ounce"                       troy ounce; equal to 31.1035 grammes              
"Overseas Shareholders"       Shareholders with registered addresses            
outside the United Kingdom or who are              
                             citizens or residents of countries outside         
                             the United Kingdom                                 
"Placees"                     any persons who have agreed to subscribe          
for New Shares not taken up by Qualifying          
                             Shareholders pursuant to the Open Offer            
"Placing"                     the placing by Evolution of the                   
                             Conditional Placed Shares pursuant to the          
Placing and Open Offer Agreement                   
"Placing and Open Offer       the conditional agreement dated 4 June            
Agreement"                    between (1) the Company and (2) Evolution,        
                             details of which are set out in the                
Prospectus                                         
"Prospecting Application"     the New Order prospecting right                   
                             application over the Southern Deeps which          
                             if granted would extend the Central Rand           
Project by a further 13 kilometres to the          
                             south, further details of which are set            
                             out in the Prospectus                              
"Prospecting Rights"          the eight New Order prospecting rights in         
the Central Rand Goldfield constituting            
                             from west to east, Western Areas A, Band           
                             E, Consolidated Main Reef, Langlaagte,             
                             Crown Mines, Anglodeeps Village Main,              
Robinson Deep, City Deep and Simmer &              
                             Jack, further details of which are set out         
                             in the Prospectus                                  
"Prospectus"                  The Prospectus, to be dated 4 June 2010           
and issued by the Company in connection            
                             with, inter alia, the Capital Raising              
"Prospectus Rules"            the rules published by the FSA under              
                             section 73A of the FSMA                            
"Puno"                        Puno Gold Investments (Proprietary)               
                             Limited, a company                                 
                             incorporated under the laws of South               
                             Africa                                             
"Qualifying CREST             Qualifying Shareholders holding Shares in         
Shareholders"                 uncertificated form (other than Qualifying        
                             South African Shareholders)                        
"Qualifying Non-CREST         Qualifying Shareholders holding Shares in         
Shareholders"                 certificated form (other than Qualifying          
                             South African Shareholders)                        
"Qualifying Shareholders"     holders of Shares (including Qualifying           
                             South African Shareholders) on the                 
register of members of the Company at the          
                             Record Date (other than the Company in             
                             respect of Shares held in treasury)                
"Qualifying South African     Shareholders on the SA Register at the SA         
Shareholder"                  Record Date                                       
"Rand Quest Syndicate" or     Rand Quest Syndicate Limited incorporated         
"RQS"                         under the laws of Australia                       
"Record Date"                 the UK Record Date or the SA Record Date,         
as appropriate                                     
"Relevant Shares"             shares in the Company other than (i)              
                             shares which as respect dividend and               
                             capital carry a right to participate only          
up to a specific amount in a distribution;         
                             and (ii) shares which are held by a person         
                             who acquired them in pursuance of an               
                             employees` share scheme or which are to be         
allotted in pursuance to such a scheme             
"Reorganisation"              the transfer of the material assets of RQS        
                             and its subsidiaries to the Group                  
"Resolutions"                 the resolutions to be proposed at the EGM         
in connection with the Capital Raising             
"Restricted Territories" or   the United States, Canada, Australia              
"Restricted Territory"        (other than to the extent that an offer of        
                             New Shares to a person in Australia is             
permitted by this announcement) or Japan           
"Robinson Deep"               a defunct blaster mine in the North East          
                             of the Central Rand Project and held by            
                             RQS                                                
"RQS Group"                   RQS and its subsidiaries and subsidiary           
                             undertakings from time to time. For the            
                             avoidance of doubt as at the date of this          
                             prospectus, the RQS Group comprises RQS            
and Central Rand Australia but not Central         
                             Rand Gold SA                                       
"SA Application Form"         the personalised application form on which        
                             Qualifying South African Shareholders may          
apply for Open Offer Shares under the Open         
                             Offer                                              
"SA Record Date"              close of business on 11 June 2010                 
"SA Register"                 the branch register of members of the             
Company in South Africa                            
"SA Registrar" or "South      Computershare Investor Services (Pty)             
African Registrar"            Limited                                           
"Section 11 Application"      an application pursuant to Section II of          
MPRDA for Ministerial Consent to the               
                             transfer of a controlling interest in a            
                             company or close corporation holding a             
                             prospecting or mining right (as                    
applicable) or the transfer of the right           
                             itself                                             
"shaft"                       vertical or inclined excavation into mine         
                             workings                                           
"Shareholders"                holders of Shares                                 
"Shares"                      shares of GBP0.01 each in the capital of          
                             the Company                                        
"Simmer & Jack"               the defunct Simmer & Jack mine area held          
by RQS                                             
"Snowden"                     Snowden Mining Industry Consultants Pty           
                             Limited, a company incorporated under the          
                             laws of the Republic of South Africa               
"South Africa" or "SA"        the Republic of South Africa                      
"South African Rand" or       the lawful currency of the Republic of            
"ZAR" or "R" or "Rand"        South Africa                                      
"Southern Deeps"              the southern most area of the Central Rand        
Goldfield in respect of which a                    
                             prospecting right application has been             
                             lodged by RQS                                      
"Standards"                   the "Admission and Disclosure Standards"          
of the London Stock Exchange                       
"State"                       the government for the time being of South        
                             Africa                                             
"stoping"                     the mining term for large-scale extraction        
of ore from underground                            
"strike length"               the longest horizontal dimension of an ore        
                             body or zone of mineralisation                     
"UK holders"                  holders of the Shares and absolute                
beneficial owners of the Shares who are            
                             resident and, in the case of individuals           
                             only, ordinarily resident and domiciled in         
                             the UK for tax purposes                            
"UK" or "United Kingdom"      the United Kingdom of Great Britain and           
                             Northern Ireland                                   
"UK Record Date"              close of business on 4 June 2010                  
"UK Register"                 the register of members of the Company in         
the United Kingdom                                 
"UKLA" or "UK Listing         the FSA in its capacity as the competent          
Authority"                    authority for the purposes of Part VI of          
                             the FSMA                                           
"underground working"         mine openings for evaluation for ore              
                             extraction excavated beneath the ground            
                             surface                                            
"United States" or "USA"      the United States of America, its                 
territories and possessions, any state of          
                             the United States and the District of              
                             Columbia                                           
"US dollars", "USD" or "US$"  the lawful currency of the United States          
"vein"                        a tabular deposit of minerals occupying a         
                             fracture, in which particles may grow away         
                             from the walls towards the middle                  
"Viljoen and Viljoen"         Morris Viljoen and Richard Viljoen,               
professors of geology at the University of         
                             the Witwatersrand                                  
"Village Main"                a defunct Old Order mine immediately south        
                             of the Robinson Deep area                          
"Western Areas A, B and E"    three contiguous defunct mining areas             
                             situated to the west of the Central Rand           
                             Project                                            
"Witwatersrand Basin"         gold bearing conglomerates within the             
Witwatersrand Basin                                
"Witwatersrand Goldfields"    a large bank of shaped depositary of              
                             sedimentary rocks including gold bearing           
                             conglomerates constituting the                     
Witwatersrand Goldfields                           
Date: 07/06/2010 07:05:01 Supplied by www.sharenet.co.za                     
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