RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq Trading Symbol: GOLD
("Randgold" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RANDGOLD RESOURCES SIGNS AGREEMENT TO INCREASE STAKE IN MOTO GOLD
PROJECT
London, United Kingdom, 31 October 2009 - Randgold Resources Limited
is pleased to announce that, together with AngloGold Ashanti Limited
("AngloGold"), it has entered into a definitive agreement with L'Office
des Mines d'Or de Kilo-Moto ("OKIMO") to purchase an additional 20%
stake in the Moto gold project (the "Moto Gold Project") for an
aggregate consideration of approximately USD113.6 million
(the"Acquisition").
On 15 October 2009, Randgold announced that, together with AngloGold,
it had completed the acquisition of Moto Goldmines Limited ("Moto"), a
gold exploration and development company which has a 70% interest in
the Moto Gold Project. The Moto Gold Project is being developed by
Kibali Goldmines sprl ("Kibali Goldmines"), a joint venture company
which owns 100% of the Moto Gold Project and in which OKIMO, a
Congolese para-statal entity, currently holds a 30% stake.
The Acquisition will be effected through the purchase from OKIMO of 20%
of the issued share capital of Kibali Goldmines which will be held
through Kibali (Jersey) Limited ("Kibali (Jersey)"), a company that is
jointly owned by Randgold and AngloGold and the same vehicle which
holds Randgold and AngloGold's joint venture interest in Moto.
Following completion of the Acquisition, Randgold and AngloGold will
together hold a 90% joint venture interest in Kibali Goldmines through
Kibali (Jersey) (both directly and indirectly) and OKIMO will hold the
remaining 10% stake.
Increasing its stake in the Moto Gold Project through the Acquisition
is in line with Randgold's growth strategy of creating value by
developing discoveries rather than paying a premium for established
operations. As a result of the Acquisition, Randgold will dedicate the
same management time and expertise that will be required to develop the
Moto Gold Project, but will be able to leverage this intellectual
capital over a larger economic interest in the project, increasing the
return for its shareholders.
As part of the Acquisition, Randgold and AngloGold have secured certain
undertakings and commitments from the Government of the Democratic
Republic of the Congo (the "DRC") in respect of Kibali Goldmines'
exploitation permits and licenses, as well as the existing DRC mining
legislation and the fiscal regime under which the Moto Gold Projectwill
operate.
Commenting on the Acquisition, Mark Bristow, Randgold's chief executive
said: "This transaction builds on the recent successful acquisition of
Moto with our partner AngloGold. We see a great value opportunity in
the Moto Gold Project, which is one of the largest undeveloped gold
deposits in Africa and has the potential to become a truly world-class
asset alongside our other recent discoveries. It marks our expansion
into a new and exciting gold belt and whilst the project is not without
its challenges, the Randgold capital projects team which will be
responsible for the Moto Gold Project is the same one which has
successfully developed the Morila and Loulo mines in Mali and is
currently building the Tongon mine in Cote d'Ivoire."
The Acquisition
Randgold and AngloGold have entered into a share purchase agreement
(the "SPA") with OKIMO, pursuant to which Kibali (Jersey) will, subject
to the fulfilment of certain conditions (including Randgold shareholder
approval), acquire 20% of the issued share capital of Kibali Goldmines
from OKIMO for aggregate consideration of approximately
USD113.6 million.
The consideration is to be funded equally by Randgold and AngloGold,
with Randgold funding its share of the consideration from existing cash
resources.
Following completion of the Acquisition, Randgold and AngloGold will
together hold a 90% interest in Kibali Goldmines through Kibali
(Jersey) (both directly and indirectly) and OKIMO will remain a joint
venture partner in Kibali Goldmines with a 10% direct interest,
maintaining the continued vested interest of the Government of the DRC
in the Moto Gold Project. As part of the Acquisition, the joint venture
agreement which governs the operation of Kibali Goldmines and the Moto
Gold Project is being amended to reflect the reduced holding of OKIMO
and the increased indirect holding of Randgold and AngloGold in Kibali
Goldmines and the Moto Gold Project.
Protocol
In addition to the Acquisition, Randgold and
AngloGold have caused Moto and Kibali (Jersey) to enter into a protocol
(the "Protocol") with the Government of the DRC under which:
- the renewal of all the exploitation permits held by Kibali
Goldmines will be authorised by the Government of the DRC subject
to compliance with the provisions of the DRC mining legislation;
- for such time as the Moto Gold Project is in commercial production
and provided that Kibali Goldmines complies with the DRC mining
legislation, all exploitation permits held by Kibali Goldmines
shall be renewed on their respective earliest renewal dates; and
- the Government of the DRC acknowledges that no further payment
shall be required in relation to the acquisition of Moto by
Randgold and AngloGold.
Under the terms of the Protocol, Moto will make a payment to the
Government of the DRC and OKIMO of USD4.5 million within three
business days of the delivery of certain documents by the Government of
the DRC and OKIMO which are conditions to the Acquisition and which
should take place within 10 business days of entering into the SPA.
The payment will be made 50% to the Government of the DRC and 50% to
OKIMO.
DRC Government support
As part of the Acquisition, Randgold and AngloGold have
secured additional support from the Government of the DRC in the form
of a declaration (the "Declaration") under which the Government of the
DRC:
- formally acknowledges the Acquisition and the Protocol entered into
by Moto and Kibali (Jersey) in respect of the renewal of
exploitation permits held by Kibali Goldmines;
- confirms that the current DRC mining legislation is in full force
and effect and that there are no current proposals to amend it;
- confirms that the DRC mining legislation contains the totality of
the taxes, royalties and other fees payable to the Government of
the DRC in relation to mining activities in the DRC and guarantees
the stability of these provisions as provided in the DRC mining
legislation;
- provided that Kibali Goldmines complies with the DRC mining
legislation and payment is made under the Protocol, agrees to renew
all of the exploitation permits held by Kibali Goldmines on the
terms of the Protocol and to grant in a timely manner all other
permits and licenses required for development and exploitation of
the Moto Gold Project;
- provided that the Moto Gold Project is in commercial
production, that Kibali Goldmines complies with the DRC mining
legislation and payment is made under the Protocol, agrees to renew
all exploitation permits held by Kibali Goldmines on future renewal
dates;
- provided that payment is made under the Protocol, agrees not to
terminate or limit the scope or effect of Kibali Goldmines'
exploitation permits other than in accordance with their terms or
in accordance with the provisions of the joint venture agreement
which governs the operation of Kibali Goldmines; and
- undertakes not to take any action to prevent, prohibit or frustrate
future intra-group transfers by Randgold, AngloGold, Moto or Kibali
(Jersey) of shares in Kibali Goldmines and they will not be
required to acquire a further interest in Kibali Goldmines as a
result of any such intra-group transfer.
As a condition to the Acquisition, the Government of the DRC will,
within 10 business days of entering into the SPA, deliver a
notification letter regarding a meeting of the Cabinet (the"Notification
Letter"), confirming that it has considered the
Acquisition and its terms and confirming that the Acquisition is in
accordance with DRC law.
Reasons for and benefits of the Acquisition
Randgold sees a number of compelling reasons for and benefits of the
Acquisition:
- Opportunity to convert the Moto Gold Project into a profitable
mine. The recent acquisition of Moto by Randgold and AngloGold
represents an opportunity to convert this large gold deposit into a
profitable mine. The Randgold capital projects team which will be
responsible for the Moto Gold Project is the same one which has
successfully developed the Morila and Loulo mines in Mali and is
currently building the Tongon mine in Cote d'Ivoire. The Company
believes that the combination of Randgold's and AngloGold's
regional business knowledge and government relationships with their
extensive gold mining expertise in Africa will assist in unlocking
the value of the Moto Gold Project;
- In line with Randgold's growth strategy. Increasing its stake in
the Moto Gold Project is in line with Randgold's growth strategy of
creating value by developing discoveries rather than paying a
premium for established operations. As well as the Moto Gold
Project, Randgold sees significant continued exploration upside at
both Loulo and Tongon, whilst Massawa and the Company's latest
discovery, Gounkoto, have the potential to be truly world class
assets;
- Greater leverage of Randgold management's time and expertise.
As the provider of technical services to the Moto Gold Project,
Randgold will dedicate its management's time and expertise to
developing the project into a profitable mine. Through the
acquisition of the additional stake in the Moto Gold Project, this
intellectual capital will be able to be leveraged over a larger
economic interest in the project without any incremental cost to
Randgold, increasing the return for shareholders;
- Removes a 20% carried interest in the Moto Gold Project. OKIMO
currently holds a 30% non-dilutable carried interest in the Moto
Gold Project through its holding in Kibali Goldmines. Under the
current shareholding structure, this would mean that Randgold and
AngloGold fund 100% of capital required to develop the Moto Gold
Project with only 70% of the benefit following repayment of capital
funding. The Acquisition reduces OKIMO's holding to a 10%
non-dilutable carried interest such that Randgold and AngloGold
will receive greater economic benefit from the Moto Gold Project;
- Simplifies the historic arrangements between Moto, Kibali Goldmines
and OKIMO. Historically, there have been a number of loans,
commitments and agreements in place between Moto, Kibali Goldmines
and OKIMO in relation to the Moto Gold Project which, under the new
agreements, will be simplified;
- Gives operational control of Kibali Goldmines. The joint venture
agreement which governs Kibali Goldmines is being amended to
reflect the reduced holding of OKIMO in the Moto Gold Project. As
part of these amendments, a technical services agreement has been
entered into with Kibali Goldmines pursuant to which Randgold will
provide technical services to Kibali Goldmines through secondment
of Randgold employees in exchange for a fee. Randgold and AngloGold
will have increased representation on the Board of Kibali Goldmines
and will nominate the Chairman of the Board, thereby enabling them
to have greater influence over the constitution of the Executive
Committee which oversees the day-to-day management of Kibali
Goldmines with the assistance of the technical services provider;
- Retains support of the Government of the DRC. The Acquisition
represents an opportunity for Randgold to acquire a further stake
in the Moto Gold Project and provide greater participation for its
shareholders in the project's success, while retaining the support
of the Government of the DRC, which will be critical to the
successful development of the Moto Gold Project; and
- Further increase of Randgold's reserves and resources. The Moto
Gold Project is one of the largest undeveloped gold deposits in
Africa. A feasibility study on the Moto Gold Project completed by
Moto in March 2009 envisages an open pit and underground mining
operation with probable mineral reserves of 5.5 Moz which is
planned to produce approximately 2.4 Moz of gold in its first five
years of operation. Based on this feasibility study, in conjunction
with the acquisition of 50% of Moto completed earlier this month,
the Acquisition will increase Randgold's attributable mineral
reserves by 2.5 Moz, its measured and indicated resources by 5.1
Moz and its inferred resources by 5.1 Moz.
Conditions to the Acquisition
When aggregated with the acquisition of Moto, the Acquisition
constitutes a Class 1 transaction for the purposes of the Listing Rules
of the UK Listing Authority and is, therefore, conditional upon the
approval of the shareholders of Randgold in a general meeting.
The Acquisition is also subject to a number of other conditions,
including:
- approval by the South African Reserve Bank in relation to
AngloGold, as is customary for transactions of this nature;
- approval by the board of directors and the shareholders of
OKIMO, such approval to be granted within 10 business days of
entering into the SPA;
- delivery of the Notification Letter, such condition to be fulfilled
within 10 business days of entering into the SPA; and
- the renewal of all exploitation permits held by Kibali Goldmines
which expire in 2014 pursuant to the Protocol.
Randgold and AngloGold have received the full support from their
respective boards of directors for the Acquisition and the Acquisition
is not subject to shareholder approval by shareholders of AngloGold.
Kibali Goldmines
Kibali Goldmines is a joint venture company based in the DRC, currently
owned 70% by Moto and 30% by OKIMO. It owns 100% of the Moto Gold
Project that is being developing in the north-east of the DRC and which
has total mineral reserves estimated to be 5.5 Moz, measured and
indicated resources of 11.3 Moz and inferred mineral resources of 11.2
Moz, based on a feasibility study completed by Moto in March 2009.
As at 31 December 2008, Kibali Goldmines had gross assets of
approximately USD137.2 million. For the year ended 31 December 2008,
Kibali Goldmines made a loss before tax of approximately USD21.3
million.
General meeting
A circular containing further information on the Acquisition, together
with a notice convening a general meeting of Randgold shareholders,
will be dispatched by Randgold in due course.
ENQUIRIES
Chief Executive Financial Director Investor & Media Relations
Dr Mark Bristow Graham Shuttleworth Kathy du Plessis
+44 788 071 1386 +44 1534 735 333 +44 20 7557 7738
+44 779 775 2288 +44 779 614 4438 Email: randgoldresources@dpapr.com
Website: www.randgoldresources.com
HSBC, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Randgold and
AngloGold and no one else in connection with the Acquisition and will
not be responsible to anyone other than Randgold and AngloGold for
providing the protections afforded to clients of HSBC, nor for
providing advice in relation to the Acquisition, the contents of this
announcement or any other matter referred to herein.
ABOUT RANDGOLD
Randgold is a gold mining and exploration company with its principal
activities focused on West and East Africa and stated proven and
probable reserves of 8.82 Moz as at 31 December 2008 for Loulo, Tongon
and Massawa and 30 April 2009 for Morila. In Mali, Randgold has an 80%
controlling interest in the Loulo mine, which is currently mining from
two open pits and has just commenced mining from one underground mine
whilst developing a second underground mine. In the Loulo region,
Gounkoto, on the Loulo permit, is shaping up as a significant new
discovery. Also in Mali, Randgold owns a 40% interest in the Morila
joint venture, the owner of the Morila mine, which it also operates. In
Cote d'Ivoire, Randgold owns an effective 84% controlling interest in
the Tongon development project, where it has commenced construction and
expects to be in production towards the end of 2010. In Senegal,
Randgold has a new discovery, Massawa, which is at prefeasibility stage
and which it believes has multi million ounce potential and the makings
of a world-class orebody. Randgold also has exploration permits and
licenses covering substantial areas in Mali, Cote d'Ivoire, Burkina
Faso, Ghana, Senegal and Tanzania.
On 15 October 2009, Randgold acquired a 50% indirect interest in Moto
through a joint venture with AngloGold. Moto is a gold exploration and
development company which owns a 70% stake in the Moto Gold Project in
the north-east of the DRC and has advanced the project from exploration
through to feasibility. The project is a joint venture between OKIMO
and Moto and covers an area of approximately 1 836 km2 with significant
mineral resources and growth potential.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements within
the meaning of Section 27A of the US Securities Act of 1933 and Section
21E of the US Securities Exchange Act of 1934, and applicable Canadian
securities legislation. Forward-looking statements include, but are not
limited to, statements with respect to the future price of gold, the
estimation of mineral reserves and resources, the realisation of
mineral reserve estimates, the timing and amount of estimated future
production, costs of production, reserve determination and reserve
conversion rates. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as "will",
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved".
Assumptions upon which such forward looking statements are based are in
turn based on factors and events that are not within the control of
Randgold and there is no assurance they will prove to be correct.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Randgold (including
the Moto Gold Project) to be materially different from those expressed
or implied by such forward-looking statements, including but not
limited to: risks related to the integration of Randgold and Moto,
risks related to mining operations, including political risks and
instability and risks related to international operations, actual
results of current exploration activities, conclusions of economic
evaluations, changes in project parameters as plans continue to be
refined, as well as those factors discussed in the section entitled
"Risk Factors" in Randgold's annual report on Form 20-F for the year
ended 31 December 2008 which was filed with the US Securities and
Exchange Commission (the "SEC") on 15 May 2009, in the section entitled
"Risk Factors" in Randgold's prospectus published on 12 October 2009 in
relation to the consideration shares issued to former Moto shareholders
and the risk factors contained in the Moto management information
circular dated 10 September 2009 which was filed and is available under
Moto's profile on the SEDAR website at www.sedar.com. Although Randgold
has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Randgold does not undertake to update any
forward-looking statements herein, except in accordance with applicable
securities laws.
CAUTIONARY NOTE TO US INVESTORS: the SEC permits companies, in their
filings with the SEC, to disclose only proven and probable ore
reserves. We use certain terms in this release, such as "resources",
that the SEC does not recognise and strictly prohibits us from
including in our filings with the SEC. Investors are cautioned not to
assume that all or any parts of our resources will ever be converted
into reserves which qualify as 'proven and probable reserves' for the
purposes of the SEC's Industry Guide number 7.
RANDGOLD QUALIFIED PERSONS
The mineral reserve estimate related to the Loulo Gold Mine was
reviewed and approved by Herbert Gerald Waldeck and Mark David Wanless
of SRK Consulting (South Africa) (Pty) Ltd ("SRK") (each a Qualified
Person under National Instrument 43-101 - Standards of Disclosure for
Mineral Projects of the Canadian Securities Administrators ("NI
43-101")) and documented in the Technical Report on the Loulo Gold
Mine, Randgold Resources, Mali, dated 3 September 2009. The mineral
reserve estimate related to the Tongon Project was reviewed and
approved by Mark David Wanless and Herbert Gerald Waldeck of SRK and
documented in the Technical Report on the Tongon Development Project,
Ivory Coast, dated 10 September 2009. The mineral resource estimate
related to the Massawa Project was reviewed and approved by Mark David
Wanless of SRK and documented in the Technical Report on the Massawa
Project, Senegal, dated 3 September 2009. The mineral reserve estimate
related to the Morila Gold Mine was reviewed and approved by Shaun
Wayne Crisp (a Qualified Person under NI 43-101) and Herbert Gerald
Waldeck of SRK and documented in the Technical Report on the Morila
Gold Mine, Randgold Resources, Mali, dated 3 September 2009. Each of
these reports is available under Moto's profile on the SEDAR website
at www.sedar.com.
MOTO QUALIFIED PERSONS
The mineral reserve, resource and gold production estimates related to
the Moto Gold Project included in this release were reviewed and
approved by Quinton de Klerk, a director of Cube Consulting Pty Ltd
("Cube"), Patrick (Rick) Adams, a director of Cube, Terje Hansen, a
director of Cube, Paul Kerr, a senior consultant (underground mining)
employed by SRK and Fred Kock, a lead metallurgist of Orway Mineral
Consultants (WA) Pty Ltd (each a Qualified Person under NI 43-101) and
documented in the Amended and Restated Technical Report, Moto Gold
Project, Democratic Republic of Congo, dated 20 April 2009. This
report is available under Moto's profile on the SEDAR website at
www.sedar.com.
Randgold Resources Limited
David Haddon
General Counsel and Secretary
Tel: +44 1534 735 333
This information is provided by RNS
The company news service from the London Stock Exchange
END
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