Update on forensic investigation at Randgold & Exploration Company Limited

Shareholders are advised that the forensic audit is expected to be delayed for an additional two months beyond the targeted completion date of 31 December 2005.

Forensic auditors were appointed on 11 October 2005 to assess various transactions, and any other issues identified during the audit and/or by the directors.

Substantial progress has been made in the forensic audit. However, the scope of the investigation has been revisited to address further issues not originally identified. The investigation has revealed prima facie evidence that there has been misappropriation of Company assets, including during prior financial periods. Work is in progress to determine the exact extent of the misappropriation, which could be substantial, as well as to initiate, if necessary, the relevant legal processes, including the necessary actions for the recovery of misappropriated assets.

It is planned to have KPMG commence in January 2006 a review of the annual financial statements for the financial year ended 31 December 2004 and the period to June 2005. Assuming that no further unforeseen issues become known in the interim, publication of preliminary results is anticipated by the end of the first quarter of 2006.

R&E shares are currently suspended on JSE Limited and delisted on Nasdaq due to the delay in the publication of the annual financial statements.

Shareholders are advised not to rely on prior period financial statements. Shareholders will be kept informed of further developments.

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, assets, investments, 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 forensic audit and prepare financial statements, the time period for completing its forensic audit and financial statements and any impact to the Company’s previously released financial statements and preliminary results and its assets and investments, including with respect to Randgold Resources Limited, to be reflected in its financial statements, the extent and magnitude of any misappropriation and the time periods affected thereby and the recovery of any misappropriated assets. 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, its forensic auditors and its auditors to complete the forensic audit and prepare financial statements and the outcome of such forensic audit, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions with respect thereto, the extent and magnitude of any misappropriation that is ultimately determined to have occurred and the time periods affected thereby, the ability of the Company to ultimately recover any misappropriated assets, 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 assets, 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.

14 December 2005
Johannesburg

Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Resignation and appointment of Company Secretary

In compliance with rule 3.59 of the JSE Limited Listings Requirements, the following information is disclosed:

Consolidated Mining Management Services Limited have resigned as Company Secretaries of Randgold with effect from 1 November 2005 and Mr. Roger Patrick Pearcey has been appointed as the Company Secretary on the same date.

Johannesburg
1 November 2005

Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited

Randgold & Exploration general meeting delayed

Randgold & Exploration Company Limited has announced a postponement “until further notice” of the general meeting scheduled for 15 November 2005.

“We regret the delay in providing shareholders with relevant and reliable information, but there is no point in holding a general meeting if we don’t have the answers,“ said Peter Gray, the R&E CEO. “The meeting was called at the request of shareholders. It has become increasingly clear that we would not be able to deal satisfactorily with the issues being raised until the forensic audit is complete.”

“In addition, we do not wish to interfere with the integrity of the forensic process by discussing issues prematurely.”

Gray said that the forensic audit should be completed by the end of December. The draft financial statements would then be audited by KPMG prior to publication.

He said it was “not impossible” that the prior year accounts might be impacted and advised shareholders not to rely on prior year statements until the forensic audit and internal investigation were complete.

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

Note to Editors:

Randgold & Exploration announced on 12 October 2005 that the R&E Board would “appoint a forensic auditor to assess the transactions relating to R&E’s direct and indirect shareholding in Randgold Resources Limited and any scrip lending transactions; as well as any other issues identified in the audit and/or by the directors.”

According to the notice sent to R&E shareholders on 12 October 2005, the planned general meeting would inform shareholders “of the circumstances and events, insofar as they are currently ascertainable, which gave rise to:

  • The suspension of the listing of the Company ’s ordinary shares on the JSE Limited;
  • The delisting of the Company ’s securities on The Nasdaq National Market;
  • The restructuring of the board of the Company; and
  • The resignation of Messrs Charles Orbach &Co. as the auditors 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 forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and forensic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. 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, its forensic auditors and its auditors to complete the forensic audit and audit and the outcome of such forensic audit and the 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 forensic auditors and 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.

Notice of postponement of the general meeting

NOTICE IS HEREBY GIVEN THAT the General Meeting of the Company scheduled for Tuesday, 15 November 2005, at 10h00 for the purposes and circumstances set out below is hereby postponed until further notice.

The meeting was to be held in the Auditorium, Ground Floor, 28 Harrison Street, Johannesburg. The matters to be considered at the meeting were the circumstances and events, insofar as they are currently ascertainable, which gave rise to:

  1. the suspension of the listing of the Company’s ordinary shares on the JSE Limited;
  2. the delisting of the Company’s securities on The Nasdaq National Market;
  3. the restructuring of the board of the Company; and
  4. the resignation of Messrs Charles Orbach & Co. as the auditors of the Company.


FORWARD-LOOKING STATEMENT DISCLAIMER

The reason for the postponement is that the previously announced forensic audit and internal investigation of the Company and its financial statements is ongoing. The forensic audit and internal investigation are in regard to, amongst other things, those issues specifically earmarked for discussion at the General Meeting. Until this process is complete, the Board believes any such discussion would be premature and not in the best interest of shareholders and could possibly undermine the results of the forensic audit and internal investigation. It is currently anticipated the forensic audit and internal investigation will be completed by end of 2005, after which KPMG will review the draft financial statements, which will then be published as soon as possible thereafter. There can be no assurance that the results of the forensic audit and internal investigation will not impact the Company’s previously issued financial statements and earnings releases or what any impact will be until the forensic audit and internal investigation are completed. As a result, investors are cautioned to not rely on those prior year financial statements and earnings releases until the forensic audit and internal investigation are completed and the Company has published its audited financial statements for the year ended December 31, 2004.

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 forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and foresic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. 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, its forensic auditors and its auditors to complete the forensice audit and audit and the outcome of such forensic audit and the 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 forensic auditors and 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.

BY ORDER OF THE BOARD
Secretaries: Consolidated Mining Management Services Limited

P B Beale
Company Secretary Johannesburg
Tel: + 27 11 688 5000
Fax: + 27 11 834 9195
31 October 2005

Office of the South African Transfer Secretaries:
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street
Johannesburg, 2001
(P O Box 61051, Marshalltown, 2107)
Tel: + 27 11 370 5000
Fax: + 27 11 688 7721/2

Office of the United Kingdom Registrars:
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Tel: + 44 (0870) 162 3100
Fax: + 44 (020) 8639 2142

United States Depository:
American Depository Receipts
The Bank of New York
Shareholder Relations Department
101 Barclays Street
New York NY 10286
Tel: + 1 212 815 8223
Fax: + 1 212 571 3050
www.adrbny.com
Shareholder Relations:
Toll Free Number : (US or Canada only)
1-888-269-2377 (1-888-BNY-ADRs)
International callers: Tel: +1 212 815 3700

Notice of a general meeting and Form of Proxy

Download the Proxy Form

Instructions for signing and lodging this form of proxy

  1. A Randgold shareholder may insert the name of a proxy or the names of two alternative proxies of the Randgold shareholder’s choice in the space/s provided, with or without deleting “the Chairman of the General
    Meeting”, but any such deletion must be initialled by the Randgold shareholder concerned. The person whose name appears first on the form of proxy and who is present at the General Meeting will be entitled to act as
    proxy to the exclusion of those whose names follow.
  2. The date must be filled in on this proxy form when it is signed.
  3. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the South African Transfer Secretaries or the United Kingdom Registrars or waived by the Chairman of the General Meeting of Randgold shareholders.
  4. Any alterations or corrections made to this form of proxy must be initialled by the shareholder concerned.
  5. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the South African Transfer Secretaries or the United Kingdom
    Registrars.
  6. Forms of proxy must be received by the South African Transfer Secretaries, Computershare Investor Services 2004 (Pty) Limited at 70 Marshall Street, Johannesburg, 2001 (P O Box 61051, Marshalltown 2107) or the
    United Kingdom Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 10h00 on Friday, 11 November 2005.
  7. The Chairman of the General Meeting may accept or reject any form of proxy, in his absolute discretion, which is completed other than in accordance with these notes.
  8. If required, additional forms of proxy are available from the South African Transfer Secretaries or the United Kingdom Registrars.
  9. American Depository Receipt holders will receive a form of proxy generated by the Company’s Depository Bank, The Bank of New York.
  10. Dematerialised shareholders of Randgold, other than by own name registration, must NOT complete this form of proxy and must provide their CSDP or broker of their instructions in terms of the custody agreement
    entered into between such shareholders and their CSDP or broker

Notice of a general meeting

NOTICE IS HEREBY GIVEN THAT a General Meeting of the Company will be held in the Auditorium, Ground Floor, 28 Harrison Street, Johannesburg, on Tuesday, 15 November 2005, at 10h00.

Johannesburg
12 October 2005

Sponsors
Sasfin

Directorate appointment on the board of Randgold

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited (“the JSE”), Randgold advises that:

Mr David Morris Nurek has been appointed as the Independent Non-Executive Chairman of Randgold with effect from 7 October 2005.

The Randgold board as currently constituted is as follows:

David Morris Nurek Independent Non-Executive Chairman Peter Henry Gray Chief Executive Officer John Chris Lamprecht Financial Director Matsehoa Brenda Madumise Independent Non-Executive Director Andrew Christoffel Nissen Independent Non-Executive Director

7 October 2005
Johannesburg

Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited

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

Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited