SOURCE: Randgold Resources

August 05, 2009 12:33 ET

Randgold Resources and Moto Goldmines Enter Into Business Combination

LONDON--(Marketwire - August 5, 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 Limited (LSE: RRS) (NASDAQ: GOLD) ("Randgold") and Moto Goldmines Limited ("Moto" or the "Company") (TSX: MGL) (AIM: MOE) today announced that the offer from Randgold, which was announced on 27 July 2009, has been accepted by Moto and that they have entered into an arrangement agreement (the "Arrangement Agreement") providing for the exchange of each outstanding common share of Moto for the equivalent of C$4.84 per share (as at 4 August 2009) on the basis of each Moto common share being exchanged for 0.07061 of a Randgold ordinary share or American Depositary Share ("ADS") of Randgold (the "Randgold Transaction").

Immediately prior to accepting the Randgold Transaction, Moto terminated the existing arrangement agreement with Red Back Mining Inc. ("Red Back") in accordance with its terms and initiated payment to Red Back of the agreed termination fee of C$15,250,000. The voting agreements of the Moto directors and officers regarding the Red Back transaction have also been terminated.

Moto has also cancelled the meeting of Moto shareholders and optionholders that was scheduled for 4:00 pm (Vancouver, British Columbia time) on 5 August 2009. Moto will advise of the new date for a meeting of Moto shareholders and optionholders to consider the Randgold Transaction once that date is set.

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/9546W_1-2009-8-5.pdf

Contact Information

  • For further information, please contact:

    Randgold Resources Limited
    Dr Mark Bristow
    Chief Executive
    Tel: +44 788 071 1386 or Tel: +44 779 775 2288

    Kathy du Plessis
    Investor & Media Relations
    Tel: +44 20 7557 7738
    email: Email Contact

    Moto Goldmines Limited
    Andrew Dinning
    President and Chief Operating Officer
    Tel: +61 8 9273 4222
    email: Email Contact

    Mark Arnesen
    Financial Director and Chief Financial Officer
    Tel: +61 8 9273 4222
    email: Email Contact

    RFC Corporate Finance Ltd (Nominated Advisor to Moto for the purposes of
    AIM)
    Steve Allen
    Tel: +61 8 9480 2508
    email: Email Contact

    GMP Securities Europe LLP (AIM Broker to Moto)
    James Cassley
    Tel: +44 20 7647 2803
    email: Email Contact

    Randgold Resources Limited website: www.randgoldresources.com

    Moto Goldmines Limited website: www.motogoldmines.com