SOURCE: Randgold Resources Ld

October 09, 2009 15:26 ET

Resolution Passed - Moto Goldmines Special Meeting

JERSEY, CHANNEL ISLANDS--(Marketwire - October 9, 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


RESOLUTION PASSED AT MOTO GOLDMINES SPECIAL MEETING


London, United Kingdom, 9 October 2009  - Randgold Resources Limited is
pleased to note that, at the special meeting of shareholders and
optionholders of Moto Goldmines Limited (TSX: MGL) (AIM: MOE) ("Moto")
held on Friday 9 October, the resolution regarding the business
combination with Randgold was duly approved.


The expected timetable for the transaction remains consistent with the
guidance given to the market.


This release is for informational purposes only and does not constitute
an offer to sell or a solicitation of an offer to buy securities of
Randgold or Moto.


RANDGOLD RESOURCES ENQUIRIES

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


Website: www.randgoldresources.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
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.


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
include that Randgold and Moto will be able to satisfy the conditions
in the Arrangement Agreement, that the required approvals will be
obtained from the shareholders of Moto, that all third party regulatory
and governmental approvals to the transaction will be obtained and all
other conditions to completion of the transaction will be satisfied or
waived. Many of these assumptions are 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 and in the section entitled
"Risk Factors" in Moto's Amended and Restated Annual Information Form
of the year ended 31 December 2008. 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 and Moto have filed important documents relating to the Moto
acquisition with the SEC and with applicable Canadian securities
regulatory authorities including a management information circular of
Moto and a copy of the arrangement agreement related to the Moto
acquisition. Investors and security holders are urged to carefully read
the management information circular and the arrangement agreement and
all such 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 web site at
www.sec.gov, at the website of the Canadian securities regulators at
www.sedar.com, or by directing a request to:


Randgold Resources Limited

David Haddon

General Counsel and Secretary

                    This information is provided by RNS
          The company news service from the London Stock Exchange

END

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