CENTRAL RAND GOLD LIMITED - Loan Agreement, Operational Update, Board Changes, Appointment of Nominated AdviserRelease Date: 10/01/2017 09:08:00 Code(s): CRD PDF(s):
Loan Agreement, Operational Update, Board Changes, Appointment of Nominated Adviser
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)
LSE share code: CRND JSE share code: CRD
(“Central Rand Gold” or the “Company”)
Loan Agreement, Operational Update, Board Changes, Appointment of Nominated Adviser
Further to the announcement dated 25 November 2016, the Company hereby announces that it has
entered into a new loan agreement (“the Loan Agreement”) with Mr Jia Bang Wang (“Mr Wang”) for
funding in the amount of US$1 million (“Loan”). The Loan will be provided in two tranches, with the
first tranche of US$500 000 having already been received by the Company and a further US$500 000
becoming available on or by 31 March 2017. The principal and accrued interest on the Loan (at the
UK’s prime lending rate plus 2% per annum) is repayable by the Company on or by 9 July 2017.
Interest accrues and capitalises from day to day, from the day any part of the Loan is advanced until
and including the day the whole of the Loan is repaid.
The board of directors of Central Rand Gold (“Board”) believe that the Loan will provide the Company
with sufficient working capital for the immediate future and for the procurement, shipping, instalment
and commissioning of a Concentrator Circuit. As announced on 6 October 2016, the Company has
executed an agreement to acquire Mine Waste Dumps that contain 2.3 million tonnes of gold bearing
materials, with an average in-situ grade of 0.7g/t. As a result of the successful conclusion of the
concentrator test work conducted in 2016, the Company has resolved to procure a Concentrator
Circuit to upgrade the gold grade of the Mine Waste Dumps materials before further metallurgical
processing. The Concentrator Circuit will contain centrifugal concentrators, scrubber, de-watering
screens, water/slurry pumps and other ancillary equipment. The Board, which is currently in
negotiations with the Concentrator Circuit’s manufacturers, anticipates that it will be in a position to
start placing orders for the equipment this quarter, thus allowing for shipment and installation by the
second quarter of 2017.
As previously announced, the Company commissioned Mill No 1 in November 2016. Together with
Mill No 3, both mills are able to provide a nameplate milling capacity of 800 tonnes per day. Subject to
production downtime, the Company has been processing approximately 500 tonnes of toll treatment
materials per day for the past six weeks. Management is committing to minimising production
downtime and improving production efficiency to carry the current operation until the Concentrator
Circuit has been installed and commissioned. The pumping of the water in the Central Basin is, and
has always been, the responsibility of Trans-Caledon Tunnel Authority (TCTA), a South African
government institution. During the past two months, Johannesburg has experienced higher than
normal rainfall, causing the water levels to rise to 143.2 vertical meters below surface, being the same
level as at the beginning of 2016.
The Company is delighted to announce that Simon Charles has joined the Board as the Independent
Non-Executive Chairman of the Company with immediate effect. Mr Charles is a senior partner in a
firm of solicitors, Marriott Harrison LLP, and heads that firm’s Equity Capital Markets team. In addition,
Mr Charles sits on the board of another AIM company, Imaginatik Plc, and is a member of the QCA’s
Corporate Finance Experts group. He is a former Qualified Executive for the purposes of the AIM
Rules for Nominated Advisers and was a regulated individual in Numis Securities Limited providing
Main Market sponsor advisory services. Mr Charles advises a number of Nominated Advisers and
companies on, amongst other things, matters pertaining to resources.
The Company is also pleased to announce that Lola Trollip, acting Chief Executive Officer and
Managing Director of Central Rand Gold (Netherlands Antilles) N.V. and, for the past nine months,
Chief Executive Officer of Central Rand Gold South Africa Proprietary Limited, has joined the Board
as Chief Executive Officer with immediate effect.
Furthermore, the Company is pleased to announce that Wei Fan (“William”) Zhuang has joined the
Board as a Non-Executive Director with immediate effect.
Nathan Taylor and Mark Austin have stepped down as Interim Non-Executive Chairman and Non-
Executive Director, respectively. The Board would like to thank Nathan and Mark for their efforts over
the course of their service.
Appointment of Nominated Adviser & Broker
The Company is pleased to announce the appointment of ZAI Corporate Finance Limited as its
Nominated Adviser and Broker with immediate effect.
Related Party Transaction
The Loan is regarded as a related party transaction as defined by the AIM Rules for Companies due
to the extent of Mr Wang’s shareholding in the Company, amounting to 19,704,434 ordinary shares of
the Company, representing 9.48% per cent. of the ordinary shares currently in issue. The Board,
having consulted with ZAI Corporate Finance Limited, the Company's Nominated Adviser, believes
that the terms of this related party transaction are fair and reasonable insofar as the shareholders of
the Company are concerned.
Reflecting his material shareholding and the additional provision of the Loan described above, the
Company has entered into a relationship agreement with Mr Wang and ZAI Corporate Finance, as
Nominated Adviser, which regulates the continuing relationship between Mr Wang and the Company
so as to ensure that the Company will at all times be capable of carrying on its business
independently of Mr Wang. The Company has also entered into a separate relationship agreement
with each of Redstone Capital Limited and Mr Yizhou Gu and in each case ZAI Corporate Finance as
Nominated Adviser which similarly guarantee that the Company will at all times be capable of carrying
on its business independently.
Statement from the Chairman
"I am delighted to be joining the Board of Central Rand Gold at this key stage in its development. I
would very much like to congratulate Lola on her appointment as CEO, she has added considerable
expertise and “grip” to operations since joining as Managing Director of our operating company.
Together with the other directors, in the light of the additional capital and the Concentrator Circuit
proposed to come on stream this year, we are confident that the Company is now well positioned to
implement its core strategy of generating revenue from our assets and delivering meaningful returns
for our shareholders.”
The following details in relation to the appointment of Mr Charles, Ms Trollip and Mr Zhuang are
disclosed in accordance with Schedule 2(g) of the AIM Rules:
Current Directorships and Partnerships:
Financial Holdings Limited
IOMA Group (UK) Limited
Isle of Man Assurance Limited
Strategic Counsel Partners LLP
Sweet Truck Haul Limited
Marriott Harrison LLP
MH Secretaries Limited
MH Nominees Limited
The Invicta Film Partnership No.22 LLP
Ahealth Informatics Limited
Caterham Barracks Community Trust
DKG Capital PLC
Magwitch Media Partners Limited
MH Directors Limited
MH Directors(2) Limited
SRC Capital Limited
Central Rand Gold NV
New Shelfigret Eight Limited
Ferreira Estate and Investment Company Limited
Turbo Tech Pumps Limited
Hanlo Mining Supplies Limited
Hanlo Labour Hire Limited
Wei Fan Zhuang
Central Rand Gold South Africa Proprietary Limited
Redstone Capital Limited
Sea Bright Investments Limited
MP Mining International Pty Limited
Beijing Songfeng Redstone Consulting Co Limited
Roc Salt Limited
There is nothing more to disclose in accordance with Schedule 2(g) of the AIM Rules.
For further information, please contact:
Central Rand Gold +27(0) 87 310 4400
ZAI Corporate Finance Ltd - Nominated Adviser & Broker +44 (0) 20 7060 2220
John Treacy / Jamie Spotswood
Merchantec Capital - JSE Sponsor +27 (0) 11 325 6363
Monique Martinez / Marcel Goncalves
10 January 2017
The information communicated in this announcement is inside information for the purposes of Article
7 of Market Abuse Regulation 596/2014 ("MAR").
Date: 10/01/2017 09:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.