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Randgold Resources (RRS)

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Wednesday 02 February, 2000

Randgold Resources

Joint Cautionary Announcement

Randgold Resources Ld
Free State Development and Investment Corporation Limited
2 February 2000

(Incorporated in the Republic of South Africa)
(Registration number 59/03209/06)
('Western Areas')
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 92/05642/06)
Nasdaq Trading Symbol: RANGY
Randgold Resources Limited
(Incorporated in Jersey)
(Registration number 62686)
('Randgold Resources')
Barnato Exploration Limited
(Incorporated in the Republic of South Africa)
(Registration number 88/03756/06)
Free State Development and Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 05/16931/06)
(collectively, 'the Companies' or 'the Group')
Withdrawal of Joint Cautionary Announcement and Restructuring Proposals
Shareholders of the Companies are referred to the announcement by Western
Areas and the joint cautionary announcement by Randgold, Randgold Resources,
Barnex, Freddev and Randfontein Estates Limited ('Randfontein') regarding the
proposed restructuring of the Group ('the Restructuring'), which appeared in
the press on 17 January 2000. In that announcement, inter alia, shareholders
were advised that, as a result of the acquisition by Harmony Gold Mining Company
Limited ('Harmony') of shares and listed options in Randfontein from
Consolidated African Mines Limited, JCI Gold Limited and Mr RB Kebble and the
revised offer by Harmony to acquire the entire issued share capital of, and all
of the listed options in, Randfontein, the Restructuring would not proceed as
envisaged, as set out in the press announcement dated 6 December 1999 and in the
circulars dated 20 December 1999.

The board of directors of Western Areas ('the Board') has decided to withdraw
the Restructuring proposals in their entirety because:
- the Board does not consider it appropriate for the Restructuring to proceed
without Randfontein being part of the Restructuring; and
- the Board was notified on Monday, 31 January 2000 that votes representing
more than 25% of Randgold's issued share capital will be cast against the
scheme of arrangement proposed by Western Areas between Randgold and its
members ('the Randgold Scheme'). Therefore the majority required to implement
the Randgold Scheme in terms of the Companies Act, 1973 (Act 61 of 1973), as
amended, will not be obtained. As a result, the Restructuring, which is
conditional upon the implementation of the Randgold Scheme, would not be

Accordingly, shareholders of the Companies are advised that the proposals
contained in the aforementioned press announcements dated 6 December 1999 and
17 January 2000 and the circulars dated 20 December 1999 and, therefore, all
information contained in the aforementioned press announcements and circulars
regarding the Restructuring, including the opinions of financial advisers and
the recommendations of the various boards of directors, are hereby withdrawn.
The respective boards of directors of the Companies are considering their
options regarding maximising the value of the assets of each of the Companies.
2 February 2000
Joint financial advisers to the Restructuring and to Western Areas
Standard Bank Resource Banking
Reg. No. 62/00738/06
Bowman Gilfillan Inc.
Reg. No. 98/21409/21
Independent financial adviser to Barnex, Freddev, Randgold and Randgold
Rand Merchant Bank
A Division of FIRSTRAND Bank Limited
Reporting accountants
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 98/12055/21)
Independent technical adviser
SRK Consulting Engineers and Scientists
Steffen, Robertson and Kirsten (South Africa) (Pty) Ltd
(registration number 95/12890/07)


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