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CENTRAL RAND GOLD LIMITED - Replacement - Puno Funding Call Court Case Outcome

Release Date: 15/06/2017 11:06:00      Code(s): CRD       PDF(s):  
Replacement - Puno Funding Call Court Case Outcome

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”)

Replacement - Puno Funding Call Court Case Outcome


The following amendment has been made to the "Puno Funding Call Court Case Outcome" announcement
released yesterday, 14 June 2017 at 16:00 BST under RNS No 1082I.

Due to an FX calculation error, the Company misstated the approximate US$ amount due to its subsidiaries,
CRGSA and CRGNV under the judgement. They have in fact been awarded approximately US$5,684,420.

All other details remain unchanged. The full amended text is shown below.

 -  Central Rand Gold wins dispute with Puno regarding funding call.
 -  The Company’s subsidiaries, CRGSA and CRGNV, awarded ZAR72,326,573 (approximately US$5,684,420).
 -  The Company’s subsidiaries, CRGSA and CRGNV, awarded all legal costs relating to the application,
    which is still to be determined as the Courts still need to tax the accounts.

Shareholders are referred to the announcement dated 28 November 2011 wherein a dispute relating to
alleged procedural breaches of the Central Rand Gold South Africa Proprietary Limited ("CRGSA")
Shareholders Agreement (“Shareholders Agreement”), entered into between Central Rand Gold
Netherlands Antilles (“CRGNV”) and its current Black Economic Empowerment partner, Puno Gold
Investments Proprietary Limited (“Puno”) was detailed. Shareholders are advised that on 13 June 2017,
the High Court of South Africa, (Gauteng Division, Pretoria) (“the Court”) handed down judgment under
case number: 45200/2011, being the matter initiated by the Company, CRGNV and CRGSA against Puno
on 25 November 2011.

This matter centred around the validity and enforceability of a funding call, being the request for funds from
shareholders of CRGSA for operational use, made by CRGSA and CRGNV on Puno under the
Shareholders Agreement between the parties relating to CRGSA. This funding call was issued on
17 September 2008 in terms of clause 11 of the Shareholders Agreement.

The judgment delivered was in favour of the Company, CRGNV and CRGSA. The Court upheld the views
of these entities and rejected the defences proffered by Puno. This judgment has now definitively and
positively pronounced on the validity and enforceability of the funding call, and found that such funding call
was made in accordance with the overarching law and the Shareholders Agreement.

Although the consequent call option, being the call for dilution of the shareholding due to non-payment of
outstanding loans, was not positively declared upon for other reasons, the Court provided an Order in
favour of the Company, CRGNV and CRGSA as follows:

    “1. [That] the funding call directed by the first and second applicant (CRGSA and CRGNV) to the
        respondent (Puno) on or about 17 September 2008, for payment by the respondent for
        ZAR72 326 573.47 is declared valid and enforceable.

     2. The respondent is ordered to pay the costs of the application.

     3. The counter-application is dismissed with costs.

     4. Both cost orders include the costs of senior and junior counsel”

Puno retains interest in CRGSA but owes CRGSA and CRGNV ZAR72,326,573 (approximately
US$5,684,420 being the original loan amount plus compound interest).

The Company is considering the options open to it in the light of the Order in its favour against Puno.

For further information, please contact:

Central Rand Gold                                                                    +27 (0) 87 310 4400
Lola Trollip

ZAI Corporate Finance Ltd - Nominated Adviser & Broker                               +44 (0) 20 7060 2220
John Treacy

Brandon Hill Capital Limited – Broker                                                +44 (0) 20 3463 5000
Jonathan Evans / Wei Jiao

Merchantec Capital - JSE Sponsor                                                     +27 (0) 11 325 6363
Monique Martinez / Marcel Goncalves

15 June 2017

The information communicated in this announcement is inside information for the purposes of Article 7 of
Market Abuse Regulation 596/2014 ("MAR").

Date: 15/06/2017 11:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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