Filed by Randgold Resources Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Moto Goldmines Limited
Commission File Number: 132-02694
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq Trading Symbol: GOLD
(Randgold)
DRC GOVERNMENT AND RANDGOLD RESOURCES MEET TO PROGRESS MOTO TRANSACTION
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
Kinshasa, Democratic Republic of the Congo, 24 August 2009 Randgold
Resources and the government of the Democratic Republic of the Congo (DRC)
will hold follow-up talks in Kinshasa this week to agree the details of their
cooperation on the Moto gold project.
The company today also confirmed that its business combination transaction
with Moto Goldmines was making good progress, in step with the guidance given
to the market on the expected timetable to completion. Prior to entering
into the transaction, Randgold met with the DRC government to outline its
plans for the project and to establish a basis for proceeding that met the
governments Reconstruction Initiative requirements. The government
subsequently gave its support to the transaction and confirmed that
Randgolds objectives were closely aligned with its own.
Chief executive Mark Bristow said today the governments firm support had
been fundamental to Randgolds decision to proceed with Moto.
Fostering mutually beneficial partnerships with the governments and people
of our host countries is a key principle of Randgolds formula for success in
Africa. The DRC governments aim under the Reconstruction Initiative is to
create real participation by the people in, and lasting economic benefits
from, the development of the countrys natural resources. We believe that,
as we have done elsewhere, we will make a meaningful contribution to the
achievement of this goal, Bristow said.
Our current talks are part of the transaction completion process and will
help ensure that, post completion, we can move smoothly and swiftly towards a
bankable feasibility study on the Moto gold project.
RANDGOLD RESOURCES ENQUIRIES
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: randgoldresources@dpapr.com
Website: www.randgoldresources.com
ABOUT RANDGOLD RESOURCES
Randgold is a gold mining and exploration company with its principal
activities focused on West and East Africa and stated reserves of 8.87 Moz.
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
dIvoire, 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 dIvoire, Burkina Faso, Ghana, Senegal and Tanzania. The acquisition of
Moto will increase Randgolds attributable mineral reserves, measured and
indicated resources, and inferred resources by 1.9 Moz, 4.0 Moz, and 3.9 Moz,
respectively.
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 Moto 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 Moto 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 U.S. Securities Act of 1933 and Section 21E of the U.S.
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 realization 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 Randgolds annual report
on Form 20-F for the year ended December 31, 2008 which was filed with the
U.S. Securities and Exchange Commission on May 15, 2009 and in the section
entitled Risk Factors in Motos Amended and Restated Annual Information
Form of the year ended December 31, 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 U.S. 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 SECs Industry Guide number 7.
Randgold and Moto will file important documents relating to the Moto
Transaction with the SEC and with applicable Canadian securities regulatory
authorities; a copy of the Arrangement Agreement has already been filed. The
description of the Arrangement Agreement contained herein does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Arrangement Agreement. Investors and security holders are urged to
carefully read 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