LONDON--(Marketwire - October 15, 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
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
Contact Information: ENQUIRIES:
For further information, please contact:
Randgold Resources Limited
Dr Mark Bristow
Chief Executive
Tel: +44 788 071 1386
Tel: +44 779 775 2288
Kathy du Plessis
Investor & Media Relations
Tel: +44 20 7557 7738
email:
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:
GMP Securities Europe LLP
(AIM Broker to Moto)
James Cassley
Tel: +44 20 7647 2803
email: