SOURCE: Randgold Resources Ld

December 16, 2009 05:01 ET

Randgold shareholders approve Kibali transaction

JERSEY, CHANNEL ISLANDS--(Marketwire - December 16, 2009) -


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 SHAREHOLDERS APPROVE KIBALI TRANSACTION

Jersey, 16 December 2009 - On 31 October 2009, Randgold Resources
Limited announced that, together with AngloGold Ashanti Limited
("AngloGold"), it had entered into an agreement ("Sale and Purchase
Agreement") for the acquisition of a further 20% interest in Kibali
Goldmines s.p.r.l. ("Kibali Goldmines") from L'Office des Mines d'Or de
Kilo-Moto ("OKIMO") for an aggregate consideration of approximately
USD113.6 million (the "Kibali Acquisition").  As set out in the
circular sent to Randgold shareholders on 30 November 2009, one of the
conditions precedent to completion of the Kibali Acquisition was the
approval by Randgold shareholders of the Kibali Acquisition.

Randgold is pleased to announce that, at the extraordinary general
meeting held earlier today, shareholders of the Company passed the
resolution to approve the acquisition by Kibali (Jersey) Limited
("Kibali (Jersey)") of shares in Kibali Goldmines.

The final voting figures are shown below:

ORDINARY RESOLUTION                           FOR  AGAINST  ABSTENTIONS

1. The proposed acquisition by Kibali  61,646,329    4,589        6,868
(Jersey) Limited of shares in Kibali
Goldmines s.p.r.l. be and is hereby
approved

(Resolution 1)

RESOLUTION CARRIED

99.99% of those Randgold shareholders present and voting voted in
favour of the Kibali Acquisition.

Randgold and Kibali (Jersey) will now work with OKIMO to satisfy the
remaining conditions precedent under the Sale and Purchase Agreement
with a view to closing the transaction before the end of the year.

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 Bank plc, 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 Kibali 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 Kibali 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 Africa and stated proven and probable
reserves of 8.82 Moz as at 31 December 2008 for Loulo and Tongon 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 89% 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,
Senegal and the Democratic Republic of the Congo.

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 Kibali Gold Project
in the north-east of the Democratic Republic of the Congo 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 withinthe
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 Kibali 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 shareholder circular published on 30
November 2009 and the risk factors contained in the Moto management
information circular dated 10 September 2009 which was filed and is
available 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 generally permits companies,
in their filings with the SEC, to disclose only those mineral deposits
that qualify as proven and probable ore reserves for purposes of the
SEC's Industry Guide 7.  Under the SEC's Industry Guide 7 standards,
mineralisation may not be classified as a "reserve" unless the
determination has been made that the mineralisation could be
economically and legally produced or extracted at the time the reserve
determination is made.  We use certain terms in this release, such
as "inferred", "indicated" and "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 on the SEDAR website at www.sedar.com.

The JORC Code reporting guidelines referred to in this release are
equivalent to the guidelines adopted by the Canadian Institute of
Mining, Metallurgy and Petroleum ("CIM") under NI 43-101, and if
presented in accordance with the CIM Definition Standards on Mineral
Resources and Mineral Reserves adopted by the CIM Council, the mineral
resource presentation would be materially the same.

Randgold Resources Limited
David Haddon
General Counsel and Secretary
Tel: +44 1534 735 333




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