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CENTRAL RAND GOLD LIMITED - Results of General Meeting

Release Date: 19/08/2013 15:19:00      Code(s): CRD       PDF(s):  
Results of General Meeting

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
2007/0192231/10)
ISIN: GG00B92NXM24
LSE share code: CRND JSE share code: CRD
(“Central Rand Gold” or the “Company”)

                                      RESULTS OF GENERAL MEETING

Shareholders are hereby advised that at the General Meeting (“GM”) of Central Rand Gold held at
13:00 on Monday, 19 August 2013 (UK time), all resolutions were passed by shareholders by poll.

At the GM the following resolution was put to the meeting as an ordinary resolution (and was taken on
a poll of shareholders unconnected with Redstone Capital Limited):

1.        THAT, subject to the passing of Resolutions 2 and 3, the waiver granted by the Panel of the
          obligation that would otherwise arise on Redstone Capital Limited to make a general offer to
          the shareholders of the Company pursuant to Rule 9 of the Takeover Code as a result of the
          issue of shares to Redstone Capital pursuant to the conversion of Loan Notes, the exercise of
          Warrants and the issue of Ordinary Shares pursuant to the Option Agreement, as described
          in the Circular to Shareholders of which this notice forms part, be and is hereby approved.

The following resolutions were put to the meeting as extraordinary resolutions:

2.        THAT, subject to the passing of Resolutions 1 and 3, the Directors be and are hereby
          authorised to cancel the listing of the Ordinary Shares on the premium segment of the Official
          List of the Financial Conduct Authority and to remove such Ordinary Shares from trading on
          the London Stock Exchange plc?s Main Market for listed securities and to apply for admission
          of the Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange
          plc, to subsequently transfer the South African listing of the Ordinary Shares from the Main
          Board of the JSE to the AltX and that the Directors be and are authorised to take all such
          steps which are necessary or desirable in order to effect such cancellation and application
          accordingly.

3.        THAT, subject to the passing of Resolutions 1 and 2, the Directors be and are hereby
          empowered to allot equity securities wholly for cash pursuant to the authority conferred by
          Article 4.1 and Article 10.6 of the Articles as if Article 10.1 of the Articles did not apply to any
          such allotment, provided that this power shall be limited to the allotment of equity securities:

          (a)       up to a maximum aggregate nominal amount equal to £1,651,388.59 (being
                    approximately 516 per cent. of the issued ordinary share capital of the Company as at
                    1 August 2013) pursuant to the conversion of Loan Notes, the exercise of Warrants
                    and the issue of Ordinary Shares pursuant to the Option Agreement, as described in
                    the document to Shareholders of which this notice forms part;

          (b)       in connection with an offer of such securities by way of rights to holders of shares in
                    proportion (as nearly as may be practicable) to their respective holdings of such
                    shares, but subject to such exclusions or other arrangements as the Directors may
                    deem necessary or expedient in relation to fractional entitlements or any legal or
                    practical problems under the laws of any territory, or the requirements of any
                    regulatory body or stock exchange or otherwise; and

          (c)       otherwise than and in addition to pursuant to sub-paragraphs (a) and (b) of this
                    resolution up to a maximum aggregate nominal amount equal to £15,996.72 (being
                    approximately 5 per cent. of the issued ordinary share capital of the Company as at 1
                    August 2013,

          and provided that this authority shall expire on the 15 month anniversary of the date of this
          resolution or on the conclusion of the Company?s next general meeting if earlier save that the
         Company may, before such expiry make an offer or agreement which would or might require
         equity securities to be allotted after such expiry and the directors may allot equity securities in
         pursuance of any such offer or agreement notwithstanding that the power conferred hereby
         has expired and in this resolution the expression „„equity securities?? and references to the
         "allotment of equity securities" shall bear the same respective meanings as in Article 1.1 of
         the Articles.


The proxy votes cast before          FOR               AGAINST              WITHHELD
the meeting in respect of the
individual resolutions were
as follows:

RESOLUTION

1                                    3 674 945         24 467               Nil
2                                    3 670 355         29 057               Nil
3                                    3 670 665         28 467               Nil



The Notice of General Meeting is available on the Company?s website at www.centralrandgold.com
and has been submitted to the National Storage Mechanism where it will be available shortly at
www.morningstar.co.uk/uk/nsm.

For further information, please contact:
Central Rand Gold                                                                    +27 (0) 87 310 4400
Johan du Toit / Patrick Malaza
Charles Stanley Securities Limited                                                  +44 (0) 20 7149 6000
Marc Milmo / Mark Taylor
Merchantec Capital                                                                   +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez
Buchanan                                                                            +44 (0) 20 7466 5000
Bobby Morse/Louise Mason
www.buchanan.uk.com
Jenni Newman Public Relations Proprietary Limited                                     +27 (0) 11 506 735
Jenni Newman


Johannesburg
19 August 2013


JSE Sponsor
Merchantec Capital

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