Memorandum of Understanding

Further to the announcement dated 11 November 2014 wherein shareholders were advised that Central Rand Gold had entered into a non-binding Memorandum of Understanding with Hiria Group Company Limited ("Hiria") ("Hiria MOU"), the Board of directors of Central Rand Gold Limited ("the Board") advises that the Company has entered into a separate non-binding Memorandum of Understanding ("Ankong MOU") with Beijing Ankong Investment ("Ankong"), a wholly-owned subsidiary of Phoenix Tree Investment Group ("Phoenix Tree").

The Ankong MOU, which is substantively consistent with the terms and conditions of the Hiria MOU,  also contemplates the potential disposal of 100% of the shares held by Central Rand Gold in its wholly-owned subsidiary, Central Rand Gold (Netherlands Antilles) N.V. (the "Subsidiary") to Ankong for a cash consideration of USD148 million (the "Transaction"). The Subsidiary owns the assets of the Central Rand Gold Group.

The Ankong MOU is subject to a number of conditions including:

·    mutual completion of due diligence by both Central Rand Gold and Ankong;

·    Central Rand Gold obtaining all necessary regulatory and exchange approvals for the potential sale of the Subsidiary;

·    Ankong obtaining relevant regulatory approvals; and

·    the entering into a formal share sale agreement for the sale of the Subsidiary.

Consistent with the terms of the Hiria MOU, Central Rand Gold and Ankong have agreed that the finalisation of all required due diligence and the execution of a formal share sale agreement should be completed by 31 March 2015.

The Company is in the process of establishing a virtual data room that will be made equally available to Hiria and Ankong in order that both interested parties are treated equitably and will have access to identical information. The MOUs with Hiria and Ankong have both been entered into on a non exclusive basis.

The Board cautions that at this time there can be no certainty that the discussions with Hiria or with Ankong will lead to a formal share sale agreement being entered into nor that the potential sale of the Subsidiary will be completed.

A further announcement relating to the Transaction will be made in due course.

Further information on Phoenix Tree and Ankong

Ankong is a subsidiary of Phoenix Tree, a Hong Kong based financial investor which has a broad mandate to invest in strategic opportunities across various industries and jurisdictions which will provide an opportunity to unlock value though the introduction of Chinese funding and technical expertise. Phoenix Tree, through its wholly-owned subsidiaries, has invested in numerous listed public companies including YangMei Chemical  Co Limited SHA:600691 (USD1.2 billion market capitalisation), Steyr Motors Co Limited SHE:000760 (USD1.2 billion market capitalisation), Wasu Media Holding Co Limited SHE:000156 (USD5.3 billion market capitalisation), Guangdong Elecpro Electronic Appliance Holding Co Limited SHE:002260 (USD0.7 billion market capitalisation) and MeiDu Energy Corporation SHA:600175 (USD2.3 billion market capitalisation).  

Phoenix Tree has also invested in private financial institutions including an insurance company, stockbroker, unit trust, asset management and financial leasing company. Phoenix Tree's stated gross assets total RMB50 billion (USD8 billion).

The management team of Phoenix Tree and Ankong include experienced industry executives and financiers from various backgrounds and industries, including the mining industry. The Chairman of Phoenix Tree, Changle Liu, is also the Founder, Executive Chairman and Chief Executive Officer of Phoenix Satellite Television Holdings (HKG:2008) which has a market capitalisation of USD1.9 billion.

For further information, please contact:

Central Rand Gold                                                                     +27 (0) 87 310 4400

Johan du Toit / Nathan Taylor

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

Marc Milmo / Mark Taylor

Merchantec Capital                                                                    +27 (0) 11 325 6363

Monique Martinez / Marcel Goncalves

Jenni Newman Public Relations                                                   +27 (0) 11 506 7351

Proprietary Limited Jenni Newman

Johannesburg

21 November 2014

Sponsor

Merchantec Capital