Notice of AGM and Share Capital Reorganisation

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: GG00B24HM601

LSE share code: CRND JSE share code: CRD

("Central Rand Gold" or the "Company" or the "Group")

NOTICE OF ANNUAL GENERAL MEETING

AND

SHARE CAPITAL REORGANISATION

Further to the 'Annual Report Release' announcement dated 29 April 2013, shareholders are hereby advised that the notice of the 2013 annual general meeting ("AGM") to be held on Friday, 7 June 2013, form of proxy and form of surrender have now been released using electronic means. Shareholders should, therefore, download copies of the circular, notice and forms of proxy and surrender at www.centralrandgold.com. Hard copies will be posted to those shareholders that have specifically requested the Company to do so.

Shareholders are advised that the AGM of the Company is to be held at the offices of Carey Olsen, Carey House, Les Banques, St Peter Port, Guernsey, GY1 4BZ (not at the registered office) at 11:00 (UK time) on 7 June 2013. Shareholders wishing to participate in the AGM in Guernsey via video link from London may do so at the offices of K&L Gates, One New Change, London, EC4M 9AF. Shareholders in South Africa wishing to participate in the AGM via video link from Johannesburg may do so at the offices of Statucor Proprietary Limited, 22 Wellington Road, Parktown, South Africa.

At the AGM, the following resolutions will be put to the meeting:

Ordinary resolutions:

1. To receive and consider the report and accounts for the Company for the financial year ended 31 December 2012.

2. To re‑appoint the auditors of the Company.

3. To re-elect two of the directors, who retire by rotation.

4. To approve the Directors' Remuneration Report for the financial year ended 31 December 2012.

Extraordinary Resolutions and a Special Resolution:

1. To carry out a proposed redesignation of certain of the ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") as deferred shares of £0.01 each in the capital of the Company ("Deferred Shares"), as described in the paragraph below headed "Information on the proposed Share Capital Reorganisation" (the "Share Capital Reorganisation").

2. To adopt new articles of incorporation (the "New Articles") in substitution for the existing articles of incorporation.

3. To disapply the pre-emption rights contained within the New Articles.

Information on the proposed Share Capital Reorganisation

Over the last year, the share price of the Company has been trading below the nominal value of the Company's Ordinary Shares, being £0.01. Although the Companies (Guernsey) Law, 2008 (as amended) allows the Company to issue shares at a discount to the nominal value of its shares, the Board considers that the perception of Central Rand Gold as a penny stock is not beneficial to the Company. The Board therefore believes that it is prudent to use this opportunity to increase the market value of its issued Ordinary Shares by way of the Share Capital Reorganisation.

It is proposed that, for every 50 Ordinary Shares held by a Shareholder, 49 will be redesignated as Deferred Shares. If a Shareholder holds less than 50 Ordinary Shares, all such Ordinary Shares will be redesignated as Deferred Shares. To the extent that the number of Ordinary Shares held by a Shareholder is not exactly divisible by 50, the balance of such Ordinary Shares will also be redesignated as Deferred Shares.

The rights attaching to the Ordinary Shares (including as to voting, dividends and return of capital) will not be affected by the Share Capital Reorganisation.

The Deferred Shares will have rights such that in practical terms they will have no value and will not be admitted to the Official List or to trading on the Main Market of the London Stock Exchange or the Main Board of the JSE. The Deferred Shares will not be capable of being converted into Ordinary Shares. The Board may decide to redeem or repurchase all of the Deferred Shares at a future date, for no consideration. Further details of the rights attaching to the Deferred Shares are set out in the annual general meeting notice and circular.

The Share Capital Reorganisation requires Shareholder approval and Shareholders are being asked to vote on this at the AGM.

Assuming that the necessary resolutions to approve the Share Capital Reorganisation are passed at the AGM, it is anticipated that CREST accounts for Shareholders who hold their Ordinary Shares in uncertificated format will be amended in respect of their updated holdings of Ordinary Shares on Monday, 10 June 2013. It is anticipated that accounts of South African Dematerialised Shareholders at their CDSP or broker will be amended in respect of their updated holdings of Ordinary Shares on Tuesday, 18 June 2013. Where Shareholders hold their Ordinary Shares in certificated format, new share certificates in respect of their Ordinary Shares will be sent to them by Tuesday, 18 June 2013. Please note that no share certificates will be issued in respect of Deferred Shares.

Pursuant to the requirements of the JSE, following the Share Capital Reorganisation, the Ordinary Shares will have a new ISIN. The new ISIN is GG00B92NXM24.

The annual general meeting notice and circular is only available in the English language from the offices of K&L Gates, One New Change, London, EC4M 9AF or at the offices of the Company at CRG Slot 8,10 Spencer Avenue, corner Robert Road, Robertville, Roodepoort, 1709, South Africa and on the Company website from Friday, 7 May 2013.

 Proposed timetable for AGM and the Share Capital Reorganisation

For further information, please contact:

Central Rand Gold +27(0) 87 310 4400

Johan du Toit / Patrick Malaza

Charles Stanley Securities Limited +44 (0) 20 7149 6478

Marc Milmo / Mark Taylor

Merchantec Capital +27 (0) 11 325 6363

Marcel Goncalves / Monique Martinez

Buchanan +44 (0) 20 7466 5000

Bobby Morse

www.buchanan.uk.com

Jenni Newman Public Relations Proprietary Limited +27 (0) 11 506 735

Jenni Newman

Johannesburg

7 May 2013

JSE Sponsor

Merchantec Capital