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CENTRAL RAND GOLD LIMITED - Loan Agreement, Deed of Amendment and Board Changes

Release Date: 16/01/2018 13:55:00      Code(s): CRD       PDF(s):  
Loan Agreement, Deed of Amendment and Board Changes

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)
JSE share code: CRD
("Central Rand Gold" or “the Company")

Loan Agreement, Deed of Amendment and Board Changes

Loan Agreement

The Company hereby announces that it has entered into a new loan agreement with Mr Jia Bang Wang
for funding in the amount of US$300,000 ("Loan"). The Loan will be provided in two tranches, with the first
tranche of GBP £46,650 being payable immediately and the balance becoming available within 30 days
of the resignations of the current board of directors (“the Board”) becoming effective. The principal and
accrued interest on the Loan (at the UK's prime lending rate plus 2% per annum) is repayable by the
Company within 12 months of the date of execution of the loan agreement. 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 purpose of the Loan is to recapitalise the Company and to fund the settlement of creditors.

Deed of Amendment

As a condition of providing the Loan, the Board has agreed to amend the Company’s existing loan
agreement with Mr Jia Bang Wang. It has been agreed that USD$500,000 owed to Mr Jia Bang Wang
under that agreement shall not be repayable by the Company until 12 May 2018, and that Mr Wang shall
have no recourse to the Company save that the existing loan is secured over 51% of the Company’s
shares in Central Rand Gold (Netherlands Antilles) N.V.

Board Changes

In compliance with paragraph 3.59 of the Listings Requirements of JSE Limited, the Board hereby notifies
its shareholders of the following changes to the Board:

-   Mr Li Pin Wang and Mr Weifan (“William”) Zhuang have agreed to join the Board of Central Rand Gold
    as Non-executive director and Executive director respectively, as soon as registration formalities in
    Guernsey will allow. It is intended that a new Chairman and Chief Executive Officer will be appointed in
    the future.

    Mr Li Pin Wang is currently a shareholder as well as a lender of US$1,500,000 to the Company. Mr
    Wang has substantial gold mining and metallurgical experience, particularly in hydrometallurgy. He is
    the co-founder and the Chairman of Zhejiang Golden Machinery Plant, a company that designs and
    manufactures metallurgical equipment for mining companies around the world. Mr Wang has
    successfully invested and managed several gold mining companies in China and Mongolia.

    Mr William Zhuang is a former Non-executive director of the Company. He was involved with the
    test-work, design, procurement, transportation and installation of the concentrator circuit. Upon joining
    the Board, William will continue to work on the concentrator project as well as engaging with potential

-   Mr Simon Charles (Non-executive director), Mr James Normand (Non-executive director) and
    Mr John Treacy (Non-executive director) have agreed to step down as directors of the Company
    subject to receipt of the first tranche of the Loan and confirmation of settlement of certain creditors of
    the Company.

Statement from the outgoing Chairman

After an extremely difficult year for the Company, where shareholders and creditors have been more than
patient when the Company was faced with very adverse circumstances, we are able to assure the
Company's immediate future under the leadership of a new Board. The new Board will update
shareholders on the Company's operating position very shortly.

Achieving the position we have reached today has not been easy. It has been achieved through much
hard work by the outgoing directors and by Jason Hou and William Zhuang, who have both been
instrumental in making this vital financing happen. I should like to thank William in particular who has
been on site in South Africa for several months in difficult circumstances. Finally, I must thank Mr Wang
for his continued crucial financial support for the Company and am hopeful that his support will be to the
benefit of him and of the shareholders as a whole.

For further information, please contact:

Central Rand Gold                                                                      +27(0) 87 310 4400
Mr William Zhuang

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

16 January 2018

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