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CENTRAL RAND GOLD LIMITED - Results of Extraordinary General Meeting

Release Date: 07/03/2016 15:00:00      Code(s): CRD       PDF(s):  
Results of Extraordinary 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 EXTRAORDINARY GENERAL MEETING


Central Rand Gold is pleased to announce that at the Company's Extraordinary General Meeting, held
earlier today, the resolution to disapply pre-emption rights and authorise the Company to issue shares
up to a maximum aggregate nominal amount equal to £207,196.44 (approximately 21.8 per cent. of the
issued share capital of the Company), pursuant to the conditional subscription for 20,719,644 ordinary
shares (the “Second Subscription Shares”), and in addition to issue shares up to a maximum aggregate
nominal amount equal to £520,779.29 (being approximately 40.0 per cent. of the issued ordinary share
capital of the Company) following the issue of the Second Subscription Shares, was duly passed without
amendment as outlined below:

RESOLUTION                                                NO. OF VOTES                                 %
For                                                         32,402,570                               99.45
Against                                                        170,951                                0.52
Abstained                                                        8,967                                0.03

First Subscription Shares

The Company announced on 5 February 2016 that it had allotted 14,279,371 ordinary shares (the "First
Subscription Shares") at an issue price of 3.5 pence per ordinary share and had raised gross proceeds
of approximately £0.50 million. Admission of the First Subscription Shares became effective at 08:00
am (UK time) on 9 February 2016. The First Subscription Shares rank pari passu with the existing
ordinary shares, including the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

Following the issue of the First Subscription Shares, the total issued share capital of the Company
increased to 109,475,179 ordinary shares.

Second Subscription Shares

Application has been for the Second Subscription Shares to be admitted to trading on AIM and AltX
(“Admission”). It is expected that Admission will become effective and that dealings will commence at
8.00 a.m. (UK time) on 9 March 2016 on AIM and at 9.00 a.m. (South African time) on 9 March 2016 on
AltX.

Following Admission of the Second Subscription Shares, the total issued share capital of the Company
will increase to 130,194,823 ordinary shares (the "Enlarged Issued Share Capital"). The Company does
not hold any shares in treasury and therefore the total number of voting rights will be 130,194,823
ordinary shares. This figure may be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or a change to their interest in,
the Company under the Financial Conduct Authority's Disclosure and Transparency Rules following
Admission of the Second Subscription Shares anticipated on 9 March 2016.

Following Admission of the Second Subscription Shares, the following subscribers’ notifiable holdings
in the Enlarged Issued Share Capital will be:

Name                                                  No. of Ordinary Shares             % of Enlarged Issued
                                                                                         Share Capital
Jiabang Wang                                          19,704,434                         15.13%
Yizhou Gu                                             13,959,174                         10.72%
Chen Li                                                4,956,097                         3.81%
Redstone Capital Limited

Following Admission of the Second Subscription Shares, the Redstone Capital Limited ("Redstone")
concert party will be interested in 9.82 per cent. of the Company's Enlarged Issued Share Capital. The
holdings of the Redstone concert party following Admission and on the assumption of the full conversion
of Redstone Loan Notes and Redstone Warrants into ordinary shares will be as follows:


                                                               Following Full Conversion           Following Full Conversion
   Following Second Admission
                                                                of Redstone Loan Notes                            of Warrants

                          No. of Shares              %          No. of Shares           %         No. of Shares             %
   Redstone*                 12,791,300          9.82%             66,973,736      36.32%            92,264,954        44.01%

*Nathan Taylor and Jason Hou, directors of Central Rand Gold, are also shareholders in Redstone and
therefore have a beneficial interest in the shares held by Redstone.



For further information, please contact:
Central Rand Gold                                                                                       +27 (0) 87 310 4400
Allen Phillips / Nathan Taylor
Panmure Gordon & Co plc – Nominated Adviser & Broker                                                   +44 (0) 20 7886 2977
Adam James / James Greenwood
Merchantec Capital – JSE Sponsor                                                                        +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez
Jenni Newman Public Relations Proprietary Limited                                                        +27 (0) 11 506 735
Jenni Newman


Johannesburg
7 March 2016


This announcement does not constitute, or form part of the Placing or any invitation to sell or issue, or any solicitation of any offer
to purchase or subscribe for, any shares in the Company nor shall this announcement or any part of it, or the fact of its distribution,
form the basis of, or be relied on, in connection with or act as any inducement to enter into any contract or commitment whatsoever
with respect to the Placing or otherwise.

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