Update to shareholders

Peter Gray, CEO of Randgold & Exploration Company Limited has issued the following update to shareholders:

  1. Publication of the Annual Accounts:
    • KPMG has been requested to complete a full audit of the accounts for the financial year ended 31 December 2004, including the work already done by the previous auditors, Charles Orbach & Company.
    • Publication of the Annual Report is now targeted for end-November 2005.
      Shareholders will be notified should this date change.
    • The Annual Report will include a review of R&E’s direct and indirect shareholding in Randgold Resources Limited (RRL) and all relevant transactions.
  2. Further reviews
    • The Board will appoint a forensic auditor to assess the transactions relating to R&E’s direct and indirect shareholding in RRL and any scrip lending transactions; as well as any other issues identified by KPMG and the directors.
  3. The General Meeting:
    • At the request of shareholders, a General Meeting of shareholders will be convened on 11 November 2005.
    • A formal notice convening the General Meeting will be published and posted to shareholders on or about 10 October 2005.
  4. The impact of the death of Mr Brett Kebble:
    • It is not anticipated that the restructuring of the Board or the publication of the audited accounts will be further delayed by the tragic death of Mr Kebble.
    • The restructuring of the Board continues, with the appointment of additional non-executive directors to follow in due course.
    • Mr Kebble had indicated his willingness to assist the auditors and management with any questions relating to transactions supervised by him during his tenure as CEO. At this stage it does not, however, appear that his death will have a material impact on the audit process or the timetable for communicating with shareholders.
  5. A commitment to transparency and accuracy:
    • The Board appreciates the concerns of shareholders and their right to receive accurate, complete and timely information about the affairs of the company. It wishes to re-emphasise that its inability to comment in detail at the present time should not be construed as a desire to withhold information from shareholders, but rather as a consequence of the strenuous efforts being made to ensure the accuracy of information to be conveyed to shareholders.
    • The Board is committed to publishing a full account of the events relating to the affairs of R&E when such information has been independently verified.
    • In addition to the foregoing, the company will issue updates on SENS in respect of the affairs of the company.

FORWARD-LOOKING STATEMENT DISCLAIMER

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets 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, without limitation, those statements concerning the Company’s ability to complete its audited financial statements for the year ended December 31, 2004, the time period for completing its audit and the impact of the changes to the Company’s preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company and its new auditors to complete the audit and the outcome of any such audit of the Company’s annual financial statements as of and for the year ended December 31, 2004, the willingness and ability of the Company’s auditors to issue any opinions, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’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 the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates 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.

Statement released on behalf of Randgold & Exploration Company Limited by Brian Gibson (011 880 1510 or 083 253 5988)

6 October 2005
Johannesburg

KPMG is to take over the audit for the financial year ended 31 December 2004

22 September 2005 – RANDGOLD & EXPLORATION COMPANY LIMITED (R&E) has announced that KPMG is to take over the audit for the financial year ended 31 December 2004, subject to completing certain client acceptance procedures. This follows the resignation of Charles Orbach & Co.

The company has advised that the publication of audited results, originally targeted for 30 September 2005, would therefore be further delayed and would now be published “as soon as is practicably possible”.

R&E shares are suspended on the JSE pending publication of the audited financial results.

The company also advised that it had received notice from Nasdaq that its securities would be delisted on September 21, 2005 because it had not yet filed its Form 20-F, completion of which was dependent on the audited year end accounts.

Newly appointed R&E CEO, Peter Gray, regretted the delay but said it was imperative to publish “precise and accurate numbers”.

As it was now anticipated that the preliminary year-end results released previously would reflect material differences compared to the audited statements, the preliminary results had also been withdrawn and should not be relied upon by investors.

“Closer inspection of the preliminary results suggests that the accounting treatments deserve further attention. Randgold Resources Limited (RRL) was accounted for on the equity method. As a result of the scrip lending arrangement entered into by R&E, R&E does not currently believe that significant influence over RRL can be demonstrated. The method of accounting for the investment in RRL is therefore expected to be changed to one of fair value in accordance with AC133.”

Furthermore, the audited financial statements of R&E subsidiary, Kabusha, revealed that a significant portion of its listed investments were disposed of during the year ended 31 December 2004. This differed substantially from the preliminary statements used as input on the R&E accounts. In addition, the payment by JCI Ltd of approximately R70 million owed by Kabusha to Benoryn for Aflease shares was not reflected in preliminary Kabusha results.

Other changes related to the fair value adjustments on listed investments and a more conservative approach expected to be adopted on the Angolan assets, resulting in the impairment of these assets.

The period of time to complete and the total impact on the Group’s audited financial statements could not be known until the audit was completed and reviewed by the Audit Committee and Board.

Gray said the company was examining other trading alternatives for its securities in the United States, including Over-the Counter (OTC) trading.

Media Statement issue on behalf of Randgold & Exploration Company Limited by Brian Gibson Issue Management. Contact Brian Gibson on 011 880 1510 or 083 253 5988

[For additional information, investors should refer to the SENS Announcement filed with the JSE Securities Exchange South Africa on 22 September 2005 and which will be submitted to the U.S. Securities and Exchange Commission under cover of Form 6-K.]

FORWARD-LOOKING STATEMENT DISCLAIMER

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets 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 those statements concerning the Company’s ability to retain new auditors and complete its audited financial statements for the year ended December 31, 2004, the time period for completing its audit and the impact of the changes to the Company’s preliminary results to be reflected in the audited financial statements, the Company’s decision whether or not to appeal the notice of delisting from The Nasdaq National Market and the outcome of any such appeal, whether the Company will determine to seek or will be successful in seeking any other trading alternative for its securities in the United States, the economic outlook for the mining industry, expectations regarding commodity prices, the completion and commencement of commercial operations of certain of the Company’s exploration and production investments, its liquidity, capital resources and expenditures. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the willingness of a new auditor to accept an audit engagement with the Company, the ability of any new auditors to complete the audit and the outcome of any such audit the Company’s annual financial statements as of and for the year ended December 31, 2004, the outcome of any appeal of the delisting to The Nasdaq National Market that the Company may make, the ability of the Company to obtain any other trading alternative for the Company’s securities in the United States, the ability of the Company to implement improved systems to correct its late reporting, the JSE Securities Exchange South Africa’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’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 the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates 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.

Randgold announces a change of Auditors and receipt of Notice of Delisting from The Nasdaq National Market

21 September 2005 – The Group’s auditors, Charles Orbach & Co., have notified Randgold of their resignation from the audit of the Company’s financial statements as of and for the year ended December 31, 2004. The reason given for the resignation was that material financial information to conduct and complete the audit was not available timeously. KPMG Inc. has agreed to accept the appointment as auditors to Randgold, subject to completing certain client acceptance procedures. Randgold remains committed to finalising and publishing its audited results as of and for the year ended 31 December 2004 as soon as is practicably possible, and to complete and file its Form 20-F with the U.S. Securities Exchange Commission shortly thereafter.

It is anticipated that the audited annual financial statements of the Group will reflect material differences compared to the reviewed preliminary results for the year-ended December 31, 2004, which were published on April 29, 2005, and as a consequence Randgold hereby gives notice withdrawing the previously published preliminary results and that such preliminary results should not be relied upon by investors.

The principle changes in terms of accounting treatment relative to those utilised in preparing the reviewed preliminary results are as follows:

AC110 – Investments in Associates

This standard requires that if a company has significant influence over an investment it should equity account for the investment. As a result of the scrip lending arrangement entered into by the Group, Randgold does not currently believe that significant influence over Randgold Resources Limited (“RRL”) can be demonstrated, and that the method of accounting for the investment in RRL should be changed to one of fair value in accordance with AC133 – Financial Instruments: Recognition and Measurement (“AC133”). As a consequence of applying AC133 on the RRL investment, the preliminary results as previously published are expected to be revised to show the impact of taking the change in the market value of RRL to equity reserves and bringing account a portion of the attributable income on an equity method. In the preliminary reviewed results, RRL was accounted for on the equity method. The Group expects that the nature of these changes will be material in terms of the previously reported reviewed preliminary results.

Kabusha

A subsidiary of Randgold, Kabusha Mining and Finance (Pty) Ltd’s (“Kabusha”) audited financial statements have changed significantly from those used to prepare the reviewed preliminary financial results published. The auditors of Kabusha are different from those of Randgold. Kabusha’s audited financial statements disclosed that a significant portion of its listed investments were disposed during the year ended 31 December 2004, whilst these were still shown as investments in the reviewed preliminary financial results. A further complication in the consolidation of the Kabusha accounts into those of Randgold, is the liability that was settled by JCI Ltd for the amount owing by Kabusha to Benoryn for the Aflease shares purchased. This amount was not reflected in the accounts used to compile the reviewed preliminary results.

Listed Investments

In terms of SA GAAP, the fair value adjustments on listed investments were accounted for in an equity reserve in the reviewed preliminary results and the diminution in value was considered as not to be permanent nature. Due to the continued low market price of these investments subsequent to year-end, Randgold expects that it will adopt a conservative approach and account for this diminution in the Income Statement.

Angolan investments

When preparing the reviewed preliminary results, the book value of the Angolan assets were shown at the original acquisition cost. Discount cash flow valuations for the concessions, some of which are early grassroots exploration opportunities, are not amenable to this valuation methodology, and hence expected that the audited financial statements will reflect an impairment of these assets.

The total impact on, and the period of time to complete, the Group’s audited financial statements cannot be known until the audit is completed by the Group’s auditors, and the Company’s Audit Committee and Board complete their deliberation thereof. Consideration will be given to publishing unaudited results in the interim after consultation with JSE Limited in the light of the withdrawal of the previously published preliminary results.

Randgold received notice from The Nasdaq National Market indicating that the Company’s securities were delisted from The Nasdaq National Market effective as of the opening of business on September 21, 2005 due to the Company’s failure to timeously file its Form 20-F for the year-ended December 31, 2004, as required under Nasdaq Marketplace Rule 4310(c)(14).

The delisting notice followed the Company’s filing with The Nasdaq National Market of a compliance plan requesting an extension of time for the Company to regain compliance with the Nasdaq Marketplace Rules. The Company supported its request for an extension at a hearing held before the Nasdaq Listing Qualifications Panel. The Company currently intends to appeal the delisting decision to the Nasdaq Listing and Hearing Review Council, however, such appeal will not stay the delisting and there can be no assurance that any such appeal would be successful.

The Company is currently examining other available trading alternatives for its securities in the United States, including Over-the-Counter (“OTC”) trading.

FORWARD-LOOKING STATEMENT DISCLAIMER

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets 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 those statements concerning the Company’s ability to retain new auditors and

complete its audited financial statements for the year ended December 31, 2004, the time period for completing its audit and the impact of the changes to the Company’s preliminary results to be reflected in the audited financial statements, the Company’s decision whether or not to appeal the notice of delisting from The Nasdaq National Market and the outcome of any such appeal, whether the Company will determine to seek or will be successful in seeking any other trading alternative for its securities in the United States, the economic outlook for the mining industry, expectations regarding commodity prices, the completion and commencement of commercial operations of certain of the Company’s exploration and production investments, its liquidity, capital resources and expenditures. Although the Company 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. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the willingness of a new auditor to accept an audit engagement with the Company, the ability of any new auditors to complete the audit and the outcome of any such audit the Company’s annual financial statements as of and for the year ended December 31, 2004, the outcome of any appeal of the delisting to The Nasdaq National Market that the Company may make, the ability of the Company to obtain any other trading alternative for the Company’s securities in the United States, the ability of the Company to implement improved systems to correct its late reporting, the JSE Securities Exchange South Africa’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’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 the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates 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.

21 September 2005
Johannesburg

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