Placing, Subscription and Open Offer

 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: GG00B92NXM24

LSE share code: CRND JSE share code: CRD

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

Placing, Subscription and Open Offer

Notice of General Meeting

Central Rand Gold is pleased to announce that it is undertaking a Placing, Subscription and Open Offer to raise up to £1.69 million through the issue of up to 19,196,065 Open Offer Shares pursuant to the Open Offer at a price of 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share.

Highlights:

· Placing, Subscription and Open Offer to raise up to £1.69 million through the issue of up to 19,196,065 Open Offer Shares pursuant to the Open Offer at a price of 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share.

· Qualifying Shareholders, subject to the terms and conditions of the Open Offer, will be given the opportunity under the Open Offer to apply for the Open Offer Shares at 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share pro rata to their holdings on the basis of 3 Open Offer Shares for every 5 Existing Ordinary Shares.

· 12,745,381 Open Offer Shares have been conditionally placed with investors subject to clawback by Existing Shareholders under the Open Offer.

· Redstone Capital has the right to subscribe for a maximum of 32,605,167 new Ordinary Shares under the Option Agreement to raise up to an additional £2.86 million, on the basis that the Open Offer is fully taken up.

· Use of proceeds:

Ø strengthen the Company's balance sheet;

Ø continue the expansion of the resource base on the CMR tenement area through underground development. This development will provide the Company with new mining areas, and is also expected that it will intercept a high grade payshoot with grades estimated above 4g/t. Current resource base for CMR estimates an average grade of 3.5g/t;

Ø complete economic studies to mine down to 900 metres below surface, as the de-watering process will allow the Company to access deeper parts of its mines, the objective being to increase the Company's JORC resource and reserve base;

Ø conduct additional feasibility studies of the Company's other tenement areas; and

Ø further reduce operational costs through ownership rather than leasing of mining and processing equipment.

Operational Update:

Since September 2013, Central Rand Gold has:

· procured and installed a primary jaw crusher;

· installed a secondary gyratory cone crusher, which has a crushing capacity in excess of 30,000 tonnes per month; and

· procured an additional Ball Mill that will effectively increase the Company's milling capacity by 12,000 tonnes per month. Once commissioned, the Company will have milling capacity in excess of 25,000 tonnes per month. The increased milling capacity and availability will lessen the Company's reliance on external tolling which should improve both revenue generation and operating margin.

Johan du Toit, Chief Executive Officer, comments:

"I would like to thank both our existing shareholders and new investors for their confidence demonstrated by this successful Placing, Subscription and Open Offer. Central Rand Gold has made significant progress with the planned upgrades and we are looking forward to continuing the improvements to our operations. The funds raised will allow the Company to set a clear strategy of deliverables, continuing with underground development to access additional mining areas, increasing Central Rand Gold's resources and reserves base and creating true value for our shareholders."

Notice of General Meeting

A General Meeting will be held at the offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey, GY1 4BZ at 10.00 a.m. on 8 January 2014. Shareholders wishing to participate in the General Meeting in Guernsey via video link from London may do so at the offices of K&L Gates LLP, One New Change, London, EC4M 9AF. Shareholders in South Africa wishing to participate in the General Meeting via video link from Johannesburg may do so at the offices of Statucor Proprietary Limited, BDO House, 22 Wellington Road, Parktown.

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 6000

Marc Milmo / Mark Taylor

Merchantec Capital +27 (0) 11 325 6363

Marcel Goncalves / Monique Martinez

Buchanan +44 (0) 20 7466 5000

Bobby Morse/Louise Mason

www.buchanan.uk.com 

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

Jenni Newman

6 December 2013

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to Central Rand Gold for the purpose of the AIM Rules in connection with the Placing, Subscription and Open Offer and, as such, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person or entity. Charles Stanley Securities will not be responsible to any person other than the Company for providing the protections afforded to clients of Charles Stanley Securities or for providing advice to any other person in connection with the Placing, Subscription and Open Offer or any other matter referred to herein. Charles Stanley Securities has not authorised the contents of, or any part of, this document, and no liability whatsoever is accepted by Charles Stanley Securities for the accuracy of any information or opinions contained in this document or for the omission of any material information.

This announcement does not constitute, or form part of the Placing, Subscription and Open Offer or any invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall this announcement or any part of it, or the fact of its distribution, form the basis of, or be relied on, in connection with or act as any inducement to enter into any contract or commitment whatsoever with respect to the Placing, Subscription and Open Offer or otherwise.

Central Rand Gold Limited

6 December 2013

Placing and Open Offer of up to 19,196,065 Ordinary Shares at 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share

Introduction

On 2 August 2013, the Company announced that it had entered into an agreement to raise US$7.25 million (gross) through the issue of Loan Notes to Redstone Capital. In the circular to Shareholders dated 2 August 2013, seeking Shareholder approval for, inter alia, the investment by Redstone Capital, the Board confirmed that, in order to offer all Shareholders the opportunity to participate in the future growth and development of Central Rand Gold's operations, it would make an Open Offer to Shareholders.

The Company is therefore pleased to announce that it is undertaking a Placing, Subscription and Open Offer to raise up to £1.69 million through the issue of up to 19,196,065 Open Offer Shares pursuant to the Open Offer at a price of 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share. Pursuant to the terms of the Placing and the Subscription, 12,745,381 Open Offer Shares have been conditionally placed with investors subject to clawback by Existing Shareholders under the Open Offer. Under these clawback arrangements, the Open Offer Shares that have been conditionally placed with investors will not be issued to them if, and to the extent, that they are taken up by existing Shareholders under the Open Offer. The Issue Price represents the price at which Redstone Capital can convert the Loan Notes and exercise the Warrants issued to it pursuant to the terms of the Redstone Transaction Documents and a discount of approximately 39.4 per cent. to the mid-market closing price on 4 December 2013 (being the last practicable date prior to this announcement).

The Directors believe that, together with the funds raised from Redstone Capital by the issue of the Loan Notes and the further funds that the Company will raise if Redstone Capital exercises the Option Agreement, the Open Offer will provide the Company with the additional capital required to finalise the improvements being made to the Company's processing capacity and to enable it to start to fund the near term strategy of the Company as it looks to maximise the mining opportunities that exist within its mining licences.

Background to and reasons for the Open Offer

Central Rand Gold is the holding company for a group of companies engaged in gold mining and exploration projects within the Central Rand Goldfield, bordering the southern outskirts of Johannesburg in South Africa. Central Rand Gold has New Order mining rights from the South African Department of Minerals Resources over the Consolidated Main Reef, Langlaagte, Crown Mines and City Deep with prospecting rights granted over an additional five areas.

Following the receipt of the funds from the investment by Redstone Capital, the Company's primary objective was to undertake a number of upgrades to the metallurgical processing plant to improve reliability and to increase the overall plant capacity to approximately 25,000 tonnes per month.

Since September 2013, Central Rand Gold has procured and installed a primary jaw crusher and has also rented and installed a secondary gyratory cone crusher, which has a crushing capacity in excess of 30,000 tonnes per month.

The Company has also procured an additional Ball Mill that will effectively increase the Company's milling capacity by 12,000 tonnes per month. Once the Ball Mill has been commissioned, which is expected to be installed by the end of March 2014, the Company will have milling capacity in excess of 25,000 tonnes per month. The increased milling capacity and availability will lessen the Company's reliance on external tolling which should improve both revenue generation and operating margin.

Over the next 12 months, the key areas to be addressed to maximise the opportunities that exist for the Company within its resource base are:

· the successful development and work required to enable the Company to access new mining areas; and

· the successful completion of the de-watering plant (which is expected in March 2014) and the benefits of the de-watering process on the water levels which will allow the Company to access deeper parts of its mines, which is expected during the second half of 2014.

Both of these considerations are due to occur during the course of 2014 with the full benefits expected to be seen during the second half of 2014. In the near term, the Company's objective is to stabilise production at around 25,000 tonnes per month during 2014, which should provide it with an annual gold production rate of around 17,000 oz. Taking the above into account, and taking into account the further funds that the Company will raise if Redstone Capital exercises the Option Agreement, the Board believes that the appropriate level of funding required to meet the Company's short term financial needs is an Open Offer of £1.69 million (US$2.77 million).

Under the Option Agreement, following the Placing, Subscription and Open Offer, Redstone Capital will be entitled to subscribe for such number of additional Ordinary Shares so as to ensure that its percentage holding of the issued share capital of the Company would remain unchanged following the Open Offer (assuming Redstone Capital had converted in full the Loan Notes but excluding the exercise of the Warrants) at 62.9 per cent. of the issued share capital of Central Rand Gold. On the assumption that all of the Open Offer Shares are subscribed for, Redstone Capital will have the right to subscribe for a maximum of 32,605,167 new Ordinary Shares under the Option Agreement.

The funds raised under the Placing, Subscription and Open Offer and the Option Agreement will be utilised to strengthen the Company's balance sheet and to:

· continue to open up its resource base on the CMR tenement area through underground development. This development will not only provide the Company with new mining areas, it is also expected that as this development progresses towards the western boundary of CMR West, it will intercept a high grade payshoot with grades estimated above 4g/t. Current resource base for CMR estimates an average grade of 3.5g/t;

· undertake and complete economic studies to mine down to 900 metres below surface, as the de-watering process will allow the Company to access deeper parts of its mines, the objective being to increase the Company's JORC resource and reserve base;

· undertake additional feasibility studies of the Company's other tenement areas; and

· provide the Company with the potential to operate some of its own equipment as the Company seeks to reduce its operational costs by reducing the amount of rented equipment.

Current Trading and operational update

Milling and Crushing Circuit Upgrades

The metallurgical plant upgrades described in the operational update dated 18 September 2013 are substantially advanced. The entire commination train is in the process of being overhauled and redesigned to maximise throughput, optimise end product quality and realise substantial operating cost savings. The existing CIL mill has had its pinion gear changed in October 2013. This mill will be down during December 2013 as new bearings and other modifications are implemented. This work is geared to achieve an overall plant capacity of approximately 25,000 tonnes per month, by the end of the first quarter of 2014.

Static Screening Plant

The screening plant has been completed and successfully commissioned, allowing for high grade fine fraction material (from at least 25 per cent. of the primary crushed feed material) to be scalped and introduced directly to the new washing circuit and thereby eliminating the need for secondary crushing. It is encouraging that this screening plant has been completed on schedule. Besides an increase in capacity, the use of this facility as from November 2013 will remove the current reliance on expensive and unreliable outsourced screening, thus reducing ore flow bottlenecks, increasing productivity and realising screening operating cost savings of more than R17/tonne.

Primary Crushing Circuit Upgrade

The primary jaw crusher has been fabricated and delivered to site and the installation thereof is well underway. It is anticipated that the primary crushing circuit will be fully operational by mid-December 2013. This circuit will allow for primary crushing of both oxide and sulphide at rates exceeding that required by the secondary crusher, allowing for a substantial buffer of crushed secondary ore feed allowing for reliable continuous operations. Primary crushing operating cost reductions are expected to flow during December 2013.

Secondary Crushing Circuit Upgrade

The leased secondary gyratory cone crusher has been successfully commissioned and its crushing performance is in line with expectations. The product generated contains upwards of 15 per cent. ore in the minus 75 micron fraction which may be immediately introduced via a new washing circuit to the leach section for gold recovery, bypassing the milling circuit and thereby immediately increasing the bottle neck milling capacity. The output of this secondary crushing circuit substantially outperforms the previous VSI secondary crusher in terms of production rate as well as operating cost. The secondary crusher will be stress tested during the month of November 2013 to ensure that it can reliably produce the required 25,000 tonnes per month.

In addition to the expected benefits in operating efficiency and reduced operating costs, the Company expects that these changes to the crushing circuit will allow for further improvements in the overall Mine Call Factor which the Company expects will become evident during November and December 2013 as stages are completed.

Washing circuit

The Company is in the process of introducing a washing circuit between the secondary crushing and milling circuits before the end of November 2013. The washing circuit will firstly be used to scalp the minus 75 micron material from the fines, which will be introduced directly into the leach section and secondly to introduce the plus 75 micron minus 800 micron material to the low capacity Bateman milling circuit. The Company believes that the introduction of this feed as primary feed to the Bateman milling circuit, will increase the Bateman milling circuit's capacity by approximately 12 per cent. The Company expects to see benefits from the washing circuit during December 2013.

Milling capacity

The acquired milling circuit will be fully refurbished to a new specification and it is expected that the new milling circuit will be assembled towards the end of the first quarter of 2014.

Production

Both underground and surface mining continued to perform well during September 2013 with production targets being largely achieved. A combined tonnage of just under 23,700 tonnes grading 3.5g/t against a target of 24,000 tonnes grading 3.3g/t was achieved.

Acid Mine Drainage Update

The construction of the 84 million litre High Density Sludge ("HDS") plant to address the rising Acid Mine Drainage ("AMD") in the Witwatersrand Central Basin continues. It is expected that the HDS plant will be operational by the end of March 2014.

Recent water measurements at the bottom of the CMR West mine have demonstrated that the water level is at approximately 260 metres below surface. This is 30 metres below the modelled water level for the area on which the mining plan is based. Based on the current rate of rise, it is expected that the HDS plant will be able to stop the rising AMD before it has a significant impact on the Company's current working areas, which the Company estimates are 225 metres below surface.

CMR East and Langlaagte Development

Operational studies are currently underway to schedule the development and mining of the CMR East mine from the current CMR West portal. If positive, this development will be accelerated to allow for rapid ramp up of additional production ahead of schedule. Primary development may also extend through the adjacent Langlaagte mining block to allow for simultaneous evaluation and development. This block has yet to be evaluated due to a paucity of grade data and this development will allow for both grade evaluation and face establishment if positive. This development may continue through Langlaagte to the proposed Crown West mine offering relatively rapid access to this new mine. If studies are successful, this underground development will be undertaken in conjunction with a surface diamond drilling programme to de-risk the development ahead of the face and add further data points to the evaluation database.

Details of the Open Offer

Qualifying Shareholders, subject to the terms and conditions of the Open Offer, will be given the opportunity under the Open Offer to apply for the Open Offer Shares at the Issue Price pro rata to their holdings on the following basis:

3 Open Offer Shares for every 5 Existing Ordinary Shares

Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and fractional entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum entitlement. The Company is proposing to issue 12,745,381 Open Offer Shares to Placees pursuant to the terms of the Placing and Subscription with the aggregate number of Open Offer Shares issued to such Placees being reduced by the receipt of valid applications for Open Offer Shares from Qualifying Shareholders. Under these clawback arrangements, the Open Offer Shares that have been conditionally placed with investors will not be issued to them if, and to the extent, that they are taken up by existing Shareholders under the Open Offer.

The aggregate number of Open Offer Shares available for acquisition pursuant to the Open Offer will not exceed 19,196,095 Open Offer Shares.

General

The latest time and date for acceptance and payment in full under the Open Offer will be 11.00 a.m. (or, in respect of Qualifying South African Certificated Shareholders, 12.00 noon South African time) on 15 January 2014, unless otherwise announced by the Company via RNS and SENS.

The Placing, Subscription and Open Offer are conditional, amongst other things, on the approval of the Resolution by the Shareholders at the General Meeting and on the Placing Agreement becoming unconditional in all respects and Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 20 January 2014 (or such later time and/or date as the Company and Charles Stanley may determine, being not later than 11.00 a.m. on 3 February 2014).

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum entitlement which, in the case of Qualifying Non-CREST Shareholders and Qualifying South African Certificated Shareholders, is equal to the number of Open Offer Entitlements as shown in Box B on their Non-CREST Application Form or Box 3 on their SA Form of Instruction (as applicable) and in the case of Qualifying CREST Shareholders and Qualifying South African Dematerialised Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST or their accounts at their CSDP or broker, as applicable. Qualifying CREST Shareholders and Qualifying South African Dematerialised Shareholders will receive a credit to their appropriate stock accounts in CREST or at their CSDP or broker in respect of their Open Offer Entitlements at 9.00 a.m. on 17 December 2013. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer as will Qualifying Shareholders with holdings under different designations or in different accounts.

Application has been made for the Open Offer Entitlements (in respect of Qualifying CREST Shareholders) to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 8.00 a.m. on 20 January 2014. The Open Offer Entitlements will also be enabled for settlement in CREST at 7.00 a.m. on 17 December 2013. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Qualifying South African Dematerialised Shareholders will have their accounts automatically updated by their CSDP or broker with their Open Offer Entitlements at 9.00 a.m. (South African time) on 9 December 2013. Open Offer Shares in uncertificated form are expected to be updated at the CSDP or broker accounts of Qualifying South African Dematerialised Shareholders on 20 January 2014. The CSDP or broker will make payment on a delivery-versus-payment basis.

If Admission does not take place on or before 8.00 a.m. on 20 January 2014 (or such later time and/or date as the Company and Charles Stanley may determine, being not later than 8.00 a.m. on 3 February 2014), the Open Offer will lapse, any Open Offer Entitlements admitted to CREST or automatically updated to Qualifying South African Dematerialised Shareholders' accounts at their CSDP or broker will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and Qualifying South African Certificated Shareholders, and by way of a CREST payment in the case of Qualifying CREST Shareholders or by way of update of their account at their CSDP or broker in the case of Qualifying South African Dematerialised Shareholders, without interest as soon as practicable thereafter.

Application will be made to the London Stock Exchange and to the JSE for the Open Offer Shares to be admitted to trading on AIM and AltX. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 20 January 2014 on AIM and at 9.00 a.m. on 20 January 2014 on AltX.

Upon completion of the Open Offer and assuming full take up of the Open Offer Shares the Open Offer Shares will in aggregate represent approximately 37.5 per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 62.5 per cent. of the Enlarged Issued Share Capital (excluding any Ordinary Shares subscribed for by Redstone Capital pursuant to the Option Agreement or resulting from the conversion of the Loan Notes or the exercise of the Warrants, further details of which are set out in paragraph 6 of the Document referred to below).

Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer. Qualifying Non-CREST Shareholders and Qualifying South African Certificated Shareholders should note that their Non-CREST Application Form and SA Form of Instruction respectively is not a negotiable document and cannot be traded.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the document to Shareholders dated 6 December 2013 (the "Document"). The Document will be posted to Shareholders and will be made available on the Company's website www.centralrandgold.com.

Redstone Option Agreement

Pursuant to the terms of the Option Agreement, following completion of the Open Offer, Redstone Capital will have a period of 60 days after the Open Offer Shares are issued to subscribe for such number of additional Ordinary Shares as will ensure that its percentage holding of the issued share capital of the Company will remain unchanged (assuming full conversion of the Loan Notes but excluding the exercise of the Warrants). On the assumption that all of the Open Offer Shares are subscribed for, Redstone Capital will have the right to subscribe for a maximum of 32,605,167 new Ordinary Shares. The Directors believe that Redstone Capital intends to take up its rights pursuant to the terms of the Option Agreement.

Illustrative potential shareholding of Redstone Capital

At the date of this announcement, Redstone Capital has not converted any of its Loan Notes into Ordinary Shares nor exercised any Warrants to subscribe for Ordinary Shares. The percentage shareholding of Redstone Capital following completion of the Fundraise and assuming full take up of the Open Offer Shares and that:

(i) Redstone Capital subscribes for the maximum 32,605,167  new Ordinary Shares at a price of 8.78 pence per Ordinary Share pursuant to the terms of the Option Agreement (assuming it has not converted any of its Loan Notes or exercised any Warrants); and

(ii) Redstone Capital subscribes for a maximum 32,605,167 new Ordinary Shares under the Option Agreement and subsequently converts in full the Loan Notes and exercises in full the Warrants at a price of 8.78 pence per Ordinary Share,

are set out below:

General Meeting

For the purposes of effecting the Open Offer, a Resolution will be proposed at the General Meeting to authorise the Company to issue the Open Offer Shares. A General Meeting will be held at the offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey, GY1 4BZ at 10.00 a.m. on 8 January 2013. Shareholders wishing to participate in the General Meeting in Guernsey via video link from London may do so at the offices of K&L Gates LLP, One New Change, London, EC4M 9AF. Shareholders in South Africa wishing to participate in the General Meeting via video link from Johannesburg may do so at the offices of Statucor Proprietary Limited, BDO House, 22 Wellington Road, Parktown.

The Company has, on 6 December 2013, published the Document, which provides further details of the Open Offer and encloses the Notice of General Meeting to be held on 8 January 2013 and the Form of Proxy.

Shareholders are hereby advised that the Document, the Notice of General Meeting and the Form of Proxy have been supplied to Shareholders by being published on the Company's website at www.centralrandgold.com and will also be posted to Shareholders today.

Overseas Shareholders

The attention of Overseas Shareholders is drawn to the information which appears in paragraph 6 of Part III: "Terms and Conditions of the Open Offer" of the Document.

Directors' Participation

Johan du Toit, Patrick Malaza and Miklos Salamon have undertaken to take up their Open Offer Entitlements in respect of 4,200, 420 and 75,237 Open Offer Shares respectively.

Recommendation and Irrevocable Undertakings

The Directors consider the Open Offer and the passing of the Resolution to be in the best interests of the Shareholders and the Company as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolution as they have irrevocably undertaken to do in respect of their beneficial holdings of an aggregate of 137,398 Existing Ordinary Shares, representing approximately 0.43 per cent. of the Existing Ordinary Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes

1 References to times in this announcement are to London time unless otherwise stated.

2 The times and dates set out in the Expected Timetable of Principal Events above and mentioned throughout the Document may be adjusted by Central Rand Gold in which event details of the new times and dates will be notified to the London Stock Exchange and the JSE and, where appropriate, Qualifying Shareholders via RNS and SENS.

3 Different procedures for return of Application Forms may apply in certain cases (please see Part III of the Document: "Terms and Conditions of the Open Offer" for further details).

4 Shareholders may not transfer Existing Ordinary Shares between the UK Register and the SA Register from the close of business on 6 December 2013 until after the close of business on 13 December 2013.

5 The Open Offer Shares may only be traded once issued.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise: