Exhibit 99.1
Randgold & EXPLORATION LIMITED (Incorporated in the Republic of South Africa) (Registration Number 1992/005642/06) Share code: RNG ISIN: ZAE000008819 (Suspended) NASDAQ trading symbol: RANGY (de-listed) ADR ticker symbol: RNG (“R&E”) |
JCI LIMITED (Incorporated in the Republic of South Africa) Registration number 1984/00854/06 Share code: JCD ISIN: ZAE0000039681 (Suspended) (“JCI”)
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JOINT CAUTIONARY ANNOUNCEMENT TO R&E AND JCI SHAREHOLDERS
AND
FURTHER RENEWAL OF PREVIOUS CAUTIONARY ANNOUNCEMENTS
R&E shareholders and JCI shareholders are advised that the boards of directors of R&E and JCI are currently in negotiations. R&E shareholders and JCI shareholders are advised to exercise caution when trading their shares over the counter, until such time as the negotiations between the respective boards of R&E and JCI are successfully concluded and a formal announcement is published on SENS and in the press.
FURTHER RENEWAL OF PREVIOUS CAUTIONARY ANNOUNCEMENTS
R&E and JCI shareholders are advised to continue to exercise caution when trading in their shares over-the-counter, until such time the audited annual financial statements for R&E for the years ended 31 December 2004, 31 December 2005 and 31 December 2006 are published, and the audited annual financial statements for JCI for the years ended 31 March 2004, 31 March 2005 and 31 March 2006 respectively, are published or further information is published.
FORWARD-LOOKING STATEMENT DISCLAIMER FOR R&E
Certain statements in this announcement, as well as oral statements that may be made by R&E’’s officers, directors or employees acting on its behalf relating to such information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, are “forward-looking statements.” This includes”. These include, without limitation, those statements concerning the fraud and misappropriation that are alleged to have occurred and the time periods affected thereby; the ability of R&E to recover any misappropriated assets and investments; the outcome of any proceedings on behalf of or against R&E,; R&E’s ability to complete its forensic investigation and prepare audited financial statements; the time period for completing its forensic investigation and audited financial statements; the amount of any claims R&E is or is not able to recover against others, including JCI and the success of its mediation with JCI; and the ultimate impact on R&E’s previously released financial statements and results, assets and investments, including with respect to R&E’s investment in Randgold Resources Limited (“RRL”), business, operations, economic performance, financial condition, outlook and trading markets. Although
R&E believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct, particularly in light of the extent of the alleged frauds and misappropriations uncovered to date. Actual results could differ materially from those implied by or set out in the forward-looking statements.
Among other factors, these include the extent, magnitude and scope of any fraud and misappropriation that may be ultimately determined to have occurred and the time periods and facts related thereto following the completion of the forensic investigation and any other investigations that may be commenced; the time periods ultimately determined to be affected thereby and the ultimate outcome of such forensic investigation; the ability of R&E to successfully assert any claims it may have against other parties for fraud or misappropriation of R&E assets or otherwise and the solvency of any such parties, including JCI; the determinations of the mediators and acceptance of any such determinations by the shareholders of R&E and JCI; the ability of R&E to defend successfully defend any counterclaims or proceedings against R&Eit; the ability of R&E and its forensic investigators to obtain the necessary information with respect to the R&E’s transactions, assets, investments, subsidiaries and associated entities to complete the forensic investigation and prepare audited financial statements and the ultimate outcome of such forensic investigation; the willingness and ability of R&E’s forensic investigators and auditors to issue any final opinions with respect thereto; the ability of R&E to implement improved systems and to correct its late reporting; the JSE Limited’s willingness to lift its suspension of the trading of R&E’s securities on that exchange; R&E’s ability to relist its securities on the Nasdaq National Market; changes in economic and market conditions; fluctuations in commodity prices and exchange rates; the success of any business and operating initiatives, including any mining rights; changes in the regulatory environment and other government actions; business and operational risk management; other matters not yet known to R&E or not currently considered material by R&E; and the risks identified in Item 3 of R&E’s most recent annual report on Form 20-F filed with the SEC and its other filings and submissions with the SEC.
All forward-looking statements attributable to R&E, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. R&E expressly disclaims any obligation to release publicly any update or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.
23 February 2007
Johannesburg
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)