MOE Moto Goldmines

 

TIDMRRS TIDMMOE 
 
RNS Number : 8811A 
Randgold Resources Ld 
15 October 2009 
 

RANDGOLD RESOURCES LIMITED 
Incorporated in Jersey, Channel Islands 
 Reg. 
No. 62686 
 LSE Trading Symbol: RRS 
 Nasdaq Trading Symbol: 
GOLD 
("Randgold") 
 
 
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 AND MOTO GOLDMINES COMPLETE BUSINESS COMBINATION 
 
 
London, United Kingdom, 15 October 2009 - Randgold Resources Limited and Moto 
Goldmines Limited (TSX:MGL) (AIM:MOE) ("Moto") are pleased to announce that the 
court-approved plan of arrangement (the "Plan of Arrangement") under Division 5 
of Part 9 of the Business Corporations Act (British Columbia) to effect the 
business combination 
between Moto and Randgold, which was announced on 5 August 2009, has today 
become effective and that Randgold and AngloGold Ashanti Limited, through their 
indirect jointly owned subsidiary, 0858065 BC Ltd, now control Moto, having 
acquired all 111 085 009 outstanding Moto common shares. 
 
 
Moto shareholders elected to receive, in aggregate, approximately US$76.9 
million under the cash election offered by Randgold. Since this amount did not 
exceed the maximum cash election which was made available pursuant to the Plan 
of Arrangement, no pro-ration of the cash amount payable to such holders was 
required. As a result, an aggregate of 6 628 769 new ordinary shares ("Randgold 
Shares"), including Randgold Shares to be represented by American Depositary 
Shares ("ADSs"), have been issued in connection with the transaction 
representing, in aggregate, approximately 7.4% of Randgold's ordinary shares in 
issue. 
 
 
In connection with its acquisition of an indirect 50% interest in Moto, 
AngloGold Ashanti Limited has funded the payment to former Moto shareholders 
under the cash election and has paid to Randgold approximately US$171 million. 
 
 
For former Moto shareholders who held their Moto common shares through a broker, 
the payment of the cash, Randgold Shares and/or ADSs to which they are entitled 
will be processed through their broker. For former Moto shareholders who held 
their Moto common shares in registered form, the payment of the cash, Randgold 
Shares and/or ADSs to which they are entitled will be processed after they 
deposit their share certificates with Computershare Investor Services Inc, the 
depositary for the transaction, in accordance with the instructions in the 
Letter of Transmittal previously sent. Any questions regarding payment of the 
purchase price, including any request for another form of Letter of Transmittal, 
should be directed to the depositary via telephone at 1 800 564 6253 (toll free 
in North America) or +1 514 982 7555 or via email at 
corporateactions@computershare.com 
 
 
Randgold expects that these Randgold Shares and ADSs will commence trading on 
the London Stock Exchange and NASDAQ, respectively, with effect from 16 October 
2009. 
 
 
It is expected that the Moto common shares will be delisted from the Toronto 
Stock Exchange after close of trading on 20 October 2009 and be cancelled from 
trading on the Alternative Investment Market of the London Stock Exchange on 16 
October 2009. 
 
 
Moto intends to apply to the relevant Canadian securities regulatory authorities 
to cease to be a reporting issuer in Canada. 
 
 
Further details of the terms of the transaction are set out in Moto's management 
information circular dated 10 September 2009 (the "Moto Circular"), which was 
filed and is available under Moto's profile on the SEDAR website at 
www.sedar.com 
 
 
ENQUIRIES: 
For further information, please contact: 
 
 
Randgold Resources Limited 
+---------------------------------+---------------------------------------+ 
| Dr Mark Bristow                 | Kathy du Plessis                      | 
| Chief Executive                 | Investor & Media Relations            | 
| Tel: +44 788 071 1386           | Tel: +44 20 7557 7738                 | 
| Tel: +44 779 775 2288           | email: randgoldresources@dpapr.com    | 
+---------------------------------+---------------------------------------+ 
| Randgold Resources website:     | www.randgoldresources.com             | 
+---------------------------------+---------------------------------------+ 
| Moto Goldmines website:         | www.motogoldmines.com                 | 
+---------------------------------+---------------------------------------+ 
 
 
RFC Corporate Finance Ltd (Nominated Advisor to Moto for the purposes of AIM) 
+---------------------------------+ 
| Steve Allen                     | 
| Tel: +61 8 9480 2508            | 
| email: Steve.Allen@rfc.com.au   | 
+---------------------------------+ 
 
 
GMP Securities Europe LLP (AIM Broker to Moto) 
+----------------------------------+ 
| James Cassley                    | 
| Tel: +44 20 7647 2803            | 
| email:                           | 
| james.cassley@gmpeurope.com      | 
+----------------------------------+ 
 
 
 
 
ABOUT RANDGOLD 
Randgold is a gold mining and exploration company with its principal activities 
focused on West and East Africa and stated reserves of 8.82 Moz as at 31 
December 2008 for Loulo, Tongon and Massawa and 30 April 2009 for Morila mineral 
reserves. 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 Côte 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, Côte 
d'Ivoire, Burkina Faso, Ghana, Senegal and Tanzania. 
 
 
Legends 
HSBC, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Randgold and no one else in 
connection with the Randgold Transaction and will not be responsible to anyone 
other than Randgold for providing the protections afforded to clients of HSBC, 
nor for providing advice in relation to the Randgold Transaction, the contents 
of this announcement or any other matter referred to herein. 
 
 
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 or Moto 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 and Moto 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 the combined 
companies, 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 on 15 May 2009, in the section entitled "Risk 
Factors" in Moto's Amended and Restated Annual Information Form of the year 
ended 31 December 2008 and the risk factors contained in the Moto Circular. 
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 US Securities and Exchange Commission (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 
 
 
Randgold and Moto have filed important documents relating to the Moto 
acquisition with the SEC and with applicable Canadian securities regulatory 
authorities including the Moto Circular and other documents related to the Moto 
acquisition. Investors and security holders are urged to carefully read the Moto 
Circular and all related documents filed with the SEC and applicable Canadian 
securities regulatory authorities, because these documents contain important 
information. Investors and security holders are able to obtain a free copy of 
such documents at the SEC's website at www.sec.gov at the website of the 
Canadian securities regulators at www.sedar.com or by directing a request to 
(and investors and security holders may also obtain a copy of the early warning 
report to be filed in respect of the above by contacting): 
 
 
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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