e425
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 Resources or the Company)
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 AND MOTO GOLDMINES COMPLETE BUSINESS COMBINATION
London, United Kingdom, 15 October 2009 Randgold Resources Limited (LSE:RRS) (NASDAQ:GOLD)
(Randgold) 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
Randgolds 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 Motos management information
circular dated 10 September 2009 (the Moto Circular), which was filed and is available under
Motos profile on the SEDAR website at www.sedar.com
ENQUIRIES
For further information, please contact:
Randgold Resources Limited
Dr Mark Bristow
Chief Executive
Tel: +44 788 071 1386 / +44 779 775 2288
Kathy du Plessis
Investor and Media Relations
Tel: +44 207 557 7738
Email: randgoldresources@dpapr.com
Randgold Resources website: www.randgoldresources.com
Moto Goldmines website: www.motogoldmines.com
RFC Corporate Finance Ltd (Nominated advisor to Moto for the purpose of AIM)
Steve Allen
Tel: +61 894 802 508
Email: steve.allen@rfc.com.au
GMP Securities Europe LLP (AIM Broker to Moto)
James Cassley
Tel: +44 207 647 2803
Email: james.cassley@gmpeurope.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
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.
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 Randgolds 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 Motos 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 SECs 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
Motos 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 SECs 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