As filed with the Securities and Exchange Commission on October 26, 2005

Registration No. 333-127711

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 4
TO
FORM F-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

RANDGOLD RESOURCES LIMITED

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of the Registrant's name in English)


Jersey, Channel Islands 1041 Not applicable
(State or other jurisdiction of
incorporation or organization)In addition, any person or company, other than us, will not be liable if that person or company proves that:

(a)  this prospectus or any amendment to this prospectus was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent;
(b)  after delivery of this prospectus or any amendment to this prospectus and before the purchase of the ordinary shares in the form of ordinary shares or ADSs by the purchaser, on becoming aware of any misrepresentation in this prospectus or any amendment to this prospectus the person or company withdrew the person's or company's consent to the Prospectus or any amendment to this prospectus, and gave reasonable general notice of the withdrawal and the reason for it; or
(c)  with respect to any part of this prospectus or any amendment to the Prospectus purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of this prospectus or any amendment to this prospectus did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Furthermore, no person or company, other than ourselves, will be liable with respect to any part of this prospectus or any amendment to this prospectus not purporting (a) to be made on the authority of an expert or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or (ii) believed that there had been a misrepresentation.

Pursuant to section 130.1 of the Securities Act (Newfoundland and Labrador), purchasers in Newfoundland and Labrador may be entitled to a right of action for damages or rescission. Section 130 provides, in relevant part, that in the event that this prospectus, together with any amendments thereto, contains a misrepresentation, a purchaser of ordinary shares in the form of ordinary shares or ADSs will be deemed to have relied upon such misrepresentation if it was a misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for damages against us, and subject to certain defences, every director at the date of this prospectus and every person who signed this prospectus, or amendment thereto. Alternatively, the owner of the purchased ordinary shares in the form of ordinary shares or ADSs may instead elect to exercise a statutory right of rescission against us, in which case the purchaser shall have no right of action for damages against us, the directors or persons who have signed the Prospectus.

Other limitations to an action by purchasers include:

(a)  no liability where it is proven that the purchaser purchased the ordinary shares in the form of ordinary shares or ADSs with knowledge of the misrepresentation;
(b)  in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the ordinary shares in the form of ordinary shares or ADSs as a result of the misrepresentation relied upon; and
(c)  in no case will the amount recoverable in any action exceed the price at which the ordinary shares in the form of ordinary shares or ADSs were offered to the purchaser.

In addition, any person or company, other than us, will not be liable if that person or company proves that:

(a)  this prospectus, or any amendment thereto, was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent;

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(b)  after delivery of this prospectus, or any amendment thereto, and before the purchase of the ordinary shares in the form of ordinary shares or ADSs by the purchaser, on becoming aware of any misrepresentation in this prospectus or any amendment to this prospectus the person or company withdrew the person's or company's consent to this prospectus or any amendment to this prospectus, and gave reasonable general notice of the withdrawal and the reason for it; or
(c)  with respect to any part of this prospectus, or any amendment thereto, purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of this prospectus or any amendment to this prospectus did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

If a misrepresentation is contained in a record incorporated by reference into, or deemed incorporated by reference into, this prospectus, or any amendment thereto, the misrepresentation is deemed to be contained in this prospectus or any amendment to this prospectus.

The foregoing summary is subject to the express provisions of the Securities Act (Ontario), the Securities Act (Nova Scotia), the Securities Act (Newfoundland and Labrador) and the rules, regulations and other instruments thereunder and reference is made to the complete text of such provisions contained therein. Such provisions may contain limitations and statutory defences on which the Issuer may rely. Prospective purchasers should refer to the applicable provisions of relevant securities legislation and are advised to consult their own legal advisers as to which, or whether any of such rights or other rights may be available to them. The enforceability of these rights may be limited as described below.

The rights of action discussed above will be granted to the purchasers to whom such rights are conferred upon acceptance by the relevant dealer of the purchase price for the ordinary shares in the form of ordinary shares or ADSs. The rights discussed above are in addition to and without derogation from any other right or remedy which purchasers may have at law. Similar rights may be available to investors resident in other Canadian jurisdictions under local provincial securities laws.

Upon receipt of this document, you hereby confirm that you have expressly requested that all documents evidencing or relating in any way to the offer and/or sale of the ordinary shares in the form of ordinary shares or ADSs (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, vous confirmez par les présentes que vous avez expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à l'offre ou à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.

We are incorporated under the laws of Jersey, Channel Islands. All or substantially all of the directors and officers may be located outside of Canada and, as a result, it may not be possible for Canadian investors to effect service of process within Canada upon us or such persons. All or a substantial portion of our assets and such other persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgement against us or such persons in Canada or to enforce a judgement obtained in Canadian courts against us or such persons outside of Canada.

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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate the fees and expenses to be incurred in connection with the issuance and distribution of the ordinary shares and ADSs in the offering, other than underwriting discounts and commissions, to be as follows:


SEC registration fee $ 13,032  
NASD filing fee   11,600  
Legal fees and expenses   710,000  
Accounting fees and expenses   400,000  
Printing and engraving costs   90,000  
Blue sky fees and miscellaneous expenses   50,000  
Total $ 1,274,632  

All of these estimated fees and expenses will be paid by us.

EXPERTS

Our audited financial statements as of December 31, 2004, 2003 and 2002, for each of the three years in the period ended December 31, 2004, incorporated by reference in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independenfont>

 (Primary Standard Industrial
Classification Code Number)		 (IRS Employer
Identification No.)

La Motte Chambers
La Motte Street
St. Helier, Jersey JE1 1BJ
Channel Islands
+44 1534 735 333

(Address and telephone number of Registrant's principal executive offices)

The audited financial statements of Société des Mines de Morila SA as of December 31, 2004, 2003 and 2002, and for each of the three years in the period ended December 31, 2004, incorporated by reference in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers Inc., independent accountants, given upon the authority of said firm as experts in auditing and accounting.

The information incorporated by reference in this prospectus with respect to our reserves pertaining to our mining sites in Mali has been reviewed by SRK Consulting, and has been included ng-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940

(Name, address and telephone number of agent for service)

Copies to:


Steven I. Suzzan, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000		 Ashar Qureshi, Esq.
Cleary Gottlieb Steen & Hamilton LLP
City Place House
55 Basinghall Street
London EC2V SEH
+44 20 7614 2200

Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.   [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   [ ]

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or otherwise. As Randgold Resources Limited is a Jersey company, no offer to sell any interest(s) in the company shall be made until the final form of this prospectus has been approved by the registrar of companies in Jersey. This document is therefore being issued in preliminary form and for information purposes only.

SUBJECT TO COMPLETION, DATED OCTOBER 26, 2005

PROSPECTUS

7,000,000 Ordinary Shares
in the form of ordinary shares or American Depositary Shares

RANDGOLD RESOURCES LIMITED

(organized under the laws of Jersey, Channel Islands)

We are offering ordinary shares in the form of ordinary shares or American Depositary Shares, or ADSs. Each ADS represents the right to receive one of our ordinary shares. The offering of ADSs is part of a global offering of 7,000,000 ordinary shares, including            ordinary shares being offered for sale in the United States and            ordinary shares being offered for sale outside of the United States. The price per ordinary share will be identical for both offerings.

Our ADSs are listed on the Nasdaq National Market under the symbol "GOLD". Our ordinary shares are listed and traded on the London Stock Exchange under the symbol "RRS". On October 25, 2005, the last reported price for our ADSs on the Nasdaq National Market was $14.84 per share.

Investing in our ordinary shares or ADSs involves risks. See "Risk Factors" beginning on page 8.

We have granted the underwriters a 30-day option to purchase up to a total of 1,050,000 additional ordinary shares, including ordinary shares in the form of ADSs, to cover over-allotments, if any. If this option is exercised in full, the proceeds before expenses to us will be $            .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

HSBC, on behalf of the underwriters, expects to deliver the ordinary shares and ADSs to purchasers on or about          , 2005.

Global Coordinator and Bookrunner

HSBC

BMO Nesbitt Burns  RBC Capital Markets

           , 2005



ii



TABLE OF CONTENTS


PRESENTATION OF FINANCIAL INFORMATION v
FORWARD-LOOKING STATEMENTS v
PROSPECTUS SUMMARY 1
RISK FACTORS 8
USE OF PROCEEDS 17
DIVIDENDS 17
CAPITALIZATION 18
RECENT DEVELOPMENTS 19
OPERATING AND FINANCIAL REVIEW AND PROSPECTS 28
PRINCIPAL SHAREHOLDERS 36
MARKET INFORMATION 37
DESCRIPTION OF OUR MEMORANDUM AND ARTICLES OF ASSOCIATION AND     ORDINARY SHARES 38
VALIDITY OF SECURITIES

The validity of the ordinary shares and the ADSs offered by this prospectus will be passed upon for us by our Jersey counsel, Ogier & Le Masurier. Certain legal matters relating to this offering will be passed upon by Fulbright & Jaworski L.L.P., our special U.S. counsel. Ashurst are acting as English counsel to us in connection with this offering. Certain legal matters relating to this offering will be passed upon by Cleary Gottlieb Steen & Hamilton LLP, special U.S. and English counsel to the underwriters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement, of which this prospectus constitutes a part, on Form F-3, with respect to the ordinary shares and ADSs being sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement, because some parts have been omitted in accordance with rules and regulations of the SEC. For further information about us and the ADSs being sold in this offering, please refer to the registration statement and the exhibits and schedules filed as a part of the registration statement.

We file annual reports on Form 20-F and periodic reports on Form 6-K with the SEC. You may read and copy any information filed with the SEC at the SEC's Public Reference Room at 100 Fifth Street, N.E., Room 1580, Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

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Our SEC filings are also available to the public from the SEC's website at www.sec.gov. The SEC website contains reports, proxy and information statements and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. We are required to file annual reports on Form 20-F and submit reports on Form 6-K and other information with the SEC through the EDGAR system. The information contained in the SEC website is not a part of this prospectus.

We will also furnish to each person, including any beneficial owner, to whom a prospectus for this offering is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request this information, at no cost, by writing or telephoning us at La Motte Chambers, La Motte Street, St. Helier, Jersey JE1 1BJ Channel Islands, telephone +44 1534 735 333.

Mr. David Haddon is our Company Secretary, and his address is c/o Randgold Resources Limited, La Motte Chambers, La Motte Street, St. Helier, Jersey JE1 1BJ Channel Islands. Mr. Haddon holds a BA LLB.

DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS

 45
EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY     HOLDERS 52
TAXATION 53
PLAN OF DISTRIBUTION 59
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The SEC allows us to "incorporate by reference" into this prospectus the information we file with the SEC. This means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Any information that we file later with the SEC and that is deemed or identified by us as being incorporated by reference will automatically update and supersede information in this prospectus. In all such cases, you should rely on the later information over different information included in this prospectus.

This prospectus incorporates by reference the following documents:

•  our annual report on Form 20-F for the fiscal year ended December 31, 2004, as amended by Amendment No. 1 on Form 20-F/A filed on September 23, 2005, Amendment No. 2 filed on October 12, 2005, Amendment No. 3 filed on October 19, 2005 and Amendment No. 4 filed on October 26, 2005;
•  our current report on Form 6-K, as furnished to the SEC on August 26, 2005; and
•  the description of our ordinary shares contained in our Registration Statement on Form 8-A filed on June 27, 2002, including any amendment or report updating this description.

In addition, unless otherwise stated in this prospectus, all documents we subse: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">67
EXPERTS 67
VALIDITY OF SECURITIES 67
WHERE YOU CAN FIND MORE INFORMATION 67

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in Jersey, Channel Islands. All of our directors and executive officers, except for Mr. R.I. Israel and Mr. P. Liétard, and some of the experts named in this prospectus, reside outside of the United States. Substantially all of the asyle="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3">ENFORCEABILITY OF CIVIL LIABILITIES

 68
INDEX TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS F-1

iii



In connection with the offering, HSBC Securities (USA) Inc. or its affiliates acting on its behalf, each acting on behalf of the underwriters (the "Stabilizing Person") may engage in transactions that stabilize, maintain or otherwise affect the market price of our ordinary shares. These transactions may include stabilization transactions effected in accordance with Rule 104 of Regulation M under sets of these persons and substantially all of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process on these persons or us within the United States, or to enforce against these persons or us, either inside or outside the United States, a judgment obtained in a United States court predicated upon the civil liability provisions of the Federal securities or other laws of the United States or any state thereof. A foreign judgment is not directly enforceable in Jersey, but constitutes a cause of action which will be enforced by Jersey courts provided that:

•  the court which pronounced the judgment has jurisdiction to entertain the case according to the principles recognized by Jersey law with reference to the jurisdiction of the foreign courts;
•  the judgment is final and conclusive; it cannot be altered by the courts which pronounced it;

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•  there is payable pursuant to a judgment a sum of money, not being a sum payable in respect of tax or other charges of a like nature or in respect of a fine or other penalty;
•  the judgment has not been prescribed;
•  the courts of the foreign country have jurisdiction in the circumstances of the case;
•  the judgment was not obtained by fraud; and


No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ordinary shares and ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

A copy of this document has been delivered to the registrar of companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, as amended, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958, as amended, to the issue of shares by Randgold Resources Limited. It must be distinctly understood that, in giving these consents, neither the registrar of companies in Jersey nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of Randgold Resources Limited or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other financial advisor.

Our directors have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All the directors accept responsibility accordingly.

iv



PRESENTATION OF FINANCIAL INFORMATION

We are incorporated under the laws of Jersey, Channel Islands with the majority of our operations located in west Africa. Our books of account are maintained in U.S. dollars and our annual and interim financial statements are prepared on a historical cost basis in accordance with International Financial Reporting Standards, or IFRS. IFRS differs in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP. Our Annual Report on Form 20-F for the year ended December 31, 2004 (as amended), or 2004 20-F, which is incorporated by reference in this prospectus, includes a discussion of the relevant differences between IFRS and U.S. GAAP. In addition, note ormal;color:#000000;font-size: 10pt; padding-top: 6pt; padding-left: 20pt; text-align: left; font-style: normal; width: 36pt">• 

 the recognition and enforcement of the judgment is not contrary to public policy in Jersey, including observance of the rules of natural justice which require that documents in the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal.

It is the policy of Jersey courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the Jersey legal system, that does not mean that awards of punitive damages are not necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. Jersey courts cannot enter into the merits of the foreign judgment and cannot act as a court of appeal or review over the foreign courts. Jersey courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a Jersey court, the capacity of the parties to the contract will usually be determined in accordance with the Jersey Law. It is doubtful whether an original action based on United States Federal securities laws can be brought before Jersey courts. A plaintiff who is not resident in Jersey may be required to provide security for costs in the event of proceedings being initiated in Jersey. Furthermore the rules of the Royal Court of Jersey require that documents executed outside Jersey must be authenticated for the purpose of use in Jersey.

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FORWARD-LOOKING STATEMENTS

This prospectus, including the sections herein and in our 2004 20-F, which is incorporated by reference in this prospectus, entitled "Prospectus Summary," "Risk Factors," "Operating and Financial Review and Prospects" and "Business," contains forward-looking information. In some cases, you can identify forward-looking statements by phrases such as "in our view," "we cannot assure you," or "there is no way to anticipate with certainty" as well as by terminology such as "may," "will," "should," "expects," "intends," "plans," "objectives," "goals," "aims," "projects," "forecasts," "possible," "seeks," "could," "might," "likely," "enable," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of these terms or other comparable terminology. These statements generally constitute statements of expectation, intent and anticipation and may be inaccurate. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined under "Risk Factors." These factors may cause our actual results to differ materially from any forward-looking statement. Although we believe that the expectations reflected in the forwarding-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

INDEX TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS


  Except as required by law, or unless required to do so by the Listing Rules of the UK Listing Authority, we undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

v



PROSPECTUS SUMMARY

This summary highlights the material information contained elsewhere in this prospectus. You should read the entire prospectus, as well as our 2004 20-F, which is incorporated by reference in this prospectus, carefully before deciding to buy our ADSs or ordinary shares, especially the discussion of risks of investing in our ADSs and ordinary shares described under "Risk Factors" beginning on page 8 of this prospectus. Unless otherwise indicated, all references in this prospectus to "we", "our" and "us" refer to Randgold Resources Limited, including its subsidiaries and joint ventures.

Our Business

We engage in gold mining, exploration and related activities. Our activities are focused on west and east Africa, some of the most promising areas for gold discovery in the world. We own one half of Morila Limited, or the Morila joint venture, which in turn owns 80% of Morila SA, the owner of the Morila mine in Mali. We are also commissioning a new mine at Loulo in western Mali, of which we own 80%. In addition, we have a feasibility stage project in the neighboring country of Côte d'Ivoire, as well as exploration permits covering areas in Mali, Côte d'Ivoire, Burkina Faso and Senegal and exploration licenses in Tanzania.

Our strategy is to achieve superior returns on equity through the discovery, management and exploitation of resource opportunities, focusing on gold. We seek to discover economic gold deposits, either from our own phased exploration programs or the acquisition of early stage to mature exploration programs. We actively manage both our portfolio of exploration and development properties and our risk exposure to any particular geographical area.

The following table summarizes our reserves as of December 31, 2004 for Morila and as of June 30, 2005 for Loulo:


  Proven Reserves PAGE
Unaudited Consolidated Income Statement   F-2  
Unaudited Consolidated Balance Sheets   F-3  
Unaudited Statement of Consolidated Shareholders' Equity   F-4  
Unaudited Consolidated Statement of Cash Flows   F-5  
Notes to the Unaudited Consolidated Interim Financial Statements   F-6  

F-1



UNAUDITED CONSOLIDATED INCOME STATEMENT
($ IN THOUSANDS UNLESS OTHERWISE NOTED)


lid #ffffff;">
Probable Reserves   Total Reserves
Operation Tonnes
(Mt)		 Grade
(g/t)		 Gold
(Moz)
  Notes Consolidated
Six months ended
June 30, 2005
$000		 Consolidated
Six months ended
June 30, 2004
$000
(restated)
REVENUES Tonnes
(Mt)		 Grade
(g/t)		 Gold
(Moz)		   Tonnes
(Mt)		 Grade
(g/t)		 Gold
(Moz)
Morila mine   11.92     3.39     1.30     13.87     2.87     1.28   Our 40%
share		   10.32     3.11     1.03  
Loulo mine   13.63     3.71     1.62     15.08     5.64     2.74   Our 80%
share		                    
Gold sales 22.97     4.72     3.49  

Morila

Our major gold producing asset since October 2000 has been the Morila mine. From the start of production in October 2000 through August 31, 2005, Morila has produced approximately 3.5 million ounces of gold at a total cash cost of $112 per ounce (for a definition of cash costs, see "Summary Consolidated Financial and Operating Data" below), and Morila SA has paid total dividends to its shareholders of $389 million. We estimate that Morila's total production for 2005 will exceed 600,000 ounces at a total cash cost of approximately $200 per ounce. We currently estimate that mining at Morila will continue through 2008, with processing of lower-grade stockpiles continuing until 2011. Morila focuses its exploration activities on extending the existing orebody and discovering new deposits which can be processed using the Morila plant. We have targeted for further drilling several areas covered by the Morila joint venture with the potential to host orebodies of similar style and size to Morila.

Outside of the Morila joint venture, we hold exploration permits covering 2,725 square kilometers in the Morila region, where we are engaged in early stage exploration work.

Loulo

 

       59,949     27,474  
Interest income         689     522 In February 2004 we announced that we would develop a new mine at Loulo in western Mali. Since then, we have commenced open-pit mining operations at the Loulo 0 and Yalea pits, and we

1



produced our first gold in September 2005, ahead of our original schedule. We estimate that the mine will produce a total of approximately 100,000 ounces in 2005. The Loulo open pit operation was designed to produce between 200,000 ounces and 240,000 ounces per annum without taking into account the optimization work relating to the underground project, at a total cash cost of between $230 and $260 per ounce.

We have also completed a development study examining the feasibility of mining the down-dip extensions of the Loulo 0 and Yalea open pit orebodies from underground. The results, including estimated reserves based on drilling through March 31, 2005, have shown that the project has the potential to add significant mine life. The current underground reserve estimates represent approximately 58% of the total reserves of Loulo. Drilling has continued since March 31, 2005 and we will update the total underground reserve base as more data becomes available. Our board of directors has approved the development of the underground project and we anticipate commencing the decline development for the underground operations in 2006, with full production being achieved in 2009. As a stand-alone underground project, we currently estimate that approximately 1.8 million ounces can be recovered within the first 10 years of production, with the remaining defined ounces recoverable after that period. We have commenced a study that integrates feed from the open pits and underground, and taking into account the capacity of the current metallurgical facility, we expect that this will lead to more optimal production profiles and longer life.

Loulo's exploration focus is to discover additional ore from the 372 square kilometer permit and we have identified numerous targets in addition to Loulo 0 and Yalea. An intensive drilling program is already underway. Outside of the Loulo permit lease, we are exploring other mineral rights within the Mali West region.

Tongon

We also own 75% of a feasibility stage project at Tongon, located in Côte d'Ivoire. Progress continues to be made towards implementing the peace accord in Côte d'Ivoire and elections are planned for October 2005. Field work remains on hold and we expect to recommence work following peaceful elections. The progress being made towards peace in the country has led us to review the economics of the project. We have updated the June 2002 pre-feasibility study on Tongon with new parameters reflecting current market conditions. Mineralized material amounting to 35.98 million tonnes at 2.77 grams per tonne for a total of 3.2 million ounces forms the basis for the updated study. While we have not committed to constructing a mine at Tongon, our feasibility work to date and a preliminary economic assessment of that work, together with the current gold price environment, indicates that a profitable mine could be developed. We will make a production decision after a final feasibility study, which we expect would be completed within two years of the re-start of exploration activities.

Other Exploration Projects

Our exploration activities are focused on the extension of existing orebodies and identification of new orebodies both at existing sites and at undeveloped sites. Once a potential orebody has been discovered, we extend and intensify our exploration efforts to more clearly define the orebody and the potential portions to be mined. We constantly refine our geological techniques to improve the success of prospecting and mining activities.

During the past field season, in addition to the ongoing exploration on our own permits, the main emphasis has been on our generative function in west and east Africa. This has led to the compilation of a new west African Geographic Information System, or GIS, study which has led to a country by country review and target generation exercise. The results of this study have been the acquisition of seven new permits in three countries (2,021km2) and the submission of an additional 15 applications (9,317km2) within five countries. We now have a total land package of 11,537km2 in five African countries and a portfolio of 141 targets.

2



The Global Offering

The global offering 7,000,000 ordinary shares, in the form of ordinary shares or ADSs, consisting of the U.S. offering and the international offering.
The U.S. offering              ordinary shares in the form of ordinary shares or ADSs.
The international offering              ordinary shares, in the form of ordinary shares or ADSs.
Offering prices The offering prices for the U.S. offering and the international offering are $         per ordinary share, and $         per ADS.
Over-allotment option  
Other income         273     1,108  
Profit on sale of Syama         —     7,070  
        1,050,000 ordinary shares, in the form of ordinary shares or ADSs.
Lock-up We have agreed with the underwriters, subject to specified exceptions, that for a period of 180 days after the date of this prospectus, we will not, without the prior written consent of HSBC Securities (USA) Inc., or HSBC, issue or sell any of ght="1" width="2">   60,911     36,174  
COSTS AND EXPENSES      
The ADSs Each ADS represents the right to receive one ordinary share. The ADSs are evidenced by American Depositary Receipts, or ADRs, executed and delivered by The Bank of New York, as depositary.
Use of proceeds We expect to use the net proceeds from this offering for the development of the underground project at Loulo 0 and Yalea, the Tongon feasibility study and other organic and corporate opportunities, including possible acquisitions.
Listing and trading The ADSs are listed and traded on the Nasdaq National Market and our ordinary shares are listed and traded on the London Stock Exchange.
Symbol of the ADSs on the Nasdaq National Market "GOLD"
Symbol of the ordinary shares on the London Stock Exchange "RRS"

3



Securities outstanding after the offering 66,945,789 ordinary shares. These amounts do not include:
• outstanding options to purchase 2,117,014 ordinary shares;
• 882,216 shares available for issuance under our share option scheme;
• an additional 1,050,000 shares available for issuance under our share option scheme after giving effect to this offering; or
           
Mine production costs         28,534     16,395  
Movement in production inventory and ore stockpiles         (13,821 )    (2,183 ) 
Transfer from/(to) deferred stripping costs   7     2,873     (2,968 ) 
Depreciation and amortization         4,902     4,707  
Transport and refinery costs         129     98  
Royalties      
• shares to be issued pursuant to our Restricted Share Plan.
Risk factors For a discussion of some factors that you should carefully consider in connection with an investment in the ordinary shares or the ADSs, see "Risk Factors."

4



Summary Consolidated Financial and Operating Data

The following summary historical consolidated financial data have been derived from the more detailed information and financial statements, including our audited consolidated financial statements for the years ended December 31, 2004, 2003, and 2002 and as at December 31, 2004 and 2003 which are incorporated by reference in this prospectus. The summary historical consolidated financial data for the six months ended June 30, 2005 and 2004 and as of June 30, 2005 have been derived from our unaudited consolidated interim financial statements, including the related notes, that appear elsewhere in this prospectus. We encourage you to read this summary in conjunction with the more detailed information contained in the financial statements that are incorporated into or appear in this prospectus, including the notes to the financial statements.

The financial data, other than total cash costs and total cash cost per ounce, have been prepared in accordance with IFRS unless otherwise noted. Total cash costs and total cash cost per ounce are non-GAAP financial measures. For further information on these financial measures, see footnote 2 on page 6.


  Six Months
Ended June
30, 2005		 Six Months
Ended June
30, 2004(3)		 Year Ended
December 31,
2004(3)		 Year Ended
December 31,
2003(3)		 Year Ended
December 31,
2002(3)
  (In thousands, except share, per share, ounce and per ounce data)
Statement Of Operations Data:        4,121     1,942  
General and administration expenses                        
Amounts in accordance with IFRS         3,079             2,799  
Exploration and corporate expenditure                       10,094     7,187        
Revenues $       60,911 $       36,174 $       83,743 $     116,505 $     134,651
Operating income 35,034 11,391 35,850 77,936 100,021
Net income 19,242 6,460 18,793 47,526 65,728
Basic earnings/(loss) per share ($)  
Interest expense         645     920  
Gain on financial instruments         —     (1,806 ) 
Other expenses         —     2,276  
0.32 0.11 0.32 0.83(4) 1.31(4)
Fully diluted earnings per share ($) 0.31 0.11 0.31 0.83(4) 1.30(4)
Weighted average number of shares used in
computation of basic earnings per share		 59,448,149 58,531,920 Share-based payments         1,113     347  
          41,669     58,870,632 57,441,360(4) 50,295,640(4)
29,714  
PROFIT BEFORE INCOME TAX AND MINORITY INTEREST         19,242     6,460  
Income tax expense   Weighted average number of shares used in
computation of fully diluted earnings per share		 61,980,423 58,576,681 59,996,257 57,603,364(4) 50,817,466(4)
Amounts in accordance with U.S. GAAP(1)          
Revenues — — — — —
(Loss)/profit from operations before joint venture (13,394) 3,551 (8,274) (24,621) (31,081)
Equity income of Morila joint venture 30,087 4,531 25,162 67,016 90,522
Net income 16,693 8,082 16,888       —     — 42,960 59,661
Basic earnings per share ($) 0.28 0.14 0.29  
PROFIT BEFORE MINORITY INTEREST         19,242 0.75(4) 1.19(4)
Fully diluted earnings per share ($) 0.27 0.14 0.29 0.74(4) 1.17(4)
Non-GAAP Measures:          
    6,460  
Minority interest         —   Total cash costs(2) 24,915 16,083   —  
NET PROFIT         19,242     6,460  
BASIC EARNINGS PER SHARE ($)       37,480 30,646 31,419
Total cash costs ($ per ounce)(2) 187 208 184 100 74
Average gold price received ($ per ounce) 427 360 382 345 308
Ounces produced (our share) 133,052   0.32     0.11  
FULLY DILUTED EARNINGS PER SHARE ($)         76,878 204,194 317,597 0.31     0.11  

See Notes to Unaudited Consolidated Interim Financial Statements.

F-2



UNAUDITED CONSOLIDATED BALANCE SHEETS
($ IN THOUSANDS UNLESS OTHERWISE NOTED)

(Unaudited)


  Notes At June 30,
2005
$000		 At Dec. 31,
2004
$000
(restated)
ASSETS
NON-CURRENT ASSETS		                 421,127

5




  At June 30,
2005		 At December 31,
2004		 At December 31,
2003		 At December 31,
2002
  (In thousands)
Balance Sheet Data:                       
Property, Plant and Equipment   6     178,449     129,854  
Cost         205,136     151,639  
Accumulated depreciation and amortization         (26,687 )    (21,785 ) 
Deferred stripping costs   7     6,871    
Amounts in accordance with IFRS                        
Total assets $   322,867   8,514  
Long term ore stockpiles   5     $   268,461   $   224,534   $   173,858  
  23,813     12,054  
TOTAL NON-CURRENT ASSETS         209,133     150,422  
CURRENT ASSETS                  
Deferred stripping costs   7     5,140     6,370  
Inventories and ore stockpiles   5     10,089     9,762  
Long-term loans   68,755     40,718     6,832     19,307  
Share capital   2,975     2,961     2,926     2,766 Receivables including prepayments   4     41,949     23,667  
Cash and equivalents         56,556      
Share premium   103,703     102,342     200,244   78,240  
TOTAL CURRENT ASSETS         113,734     118,039  
TOTAL ASSETS           190,618  
Accumulated profit/(loss)   119,455     100,213     (18,580 )    322,867     268,461  
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES		   (66,106 ) 
Other reserves                
Share capital                  
Authorized :                  
80,000,000 ordinary shares of 5 U.S. cents each, for both years presented                  
Issued :                  
59,492,804 ordinary shares (December 2004: 59,226,694)           (12,333 )    (14,347 )    (7,403 )    (8,293 ) 
Shareholders' equity   213,800     191,169     177,187     118,985  
                         
Amounts in accordance with U.S. GAAP(1) 2,975     2,961  
Share premium         103,703     102,342          
Accumulated profit         119,455     100,213  
Other reserves         (12,333 )    (14,347 ) 
TOTAL SHAREHOLDERS' EQUITY         213,800     191,169  
MINORITY SHARE OF ACCUMULATED LOSSES                      
Total assets   301,525     245,026     193,458     136,789  
  (954 )    Long-term debt   63,569     35,042     890     3,999  
Shareholder's equity (954 ) 
NON-CURRENT LIABILITIES                  
Long term borrowings   9     68,755     40,718 &ign="bottom" colspan="1">  206,698     187,253     177,187     118,771  
(1) Refer to note 24 to our audited consolidated financial statements and note 12 to our unaudited consolidated interim financial statements for an explanation of the differences between IFRS and U.S. GAAP. One or more significant differences relates to the accounting for our interest in Morila Limited. Under IFRS, we account for our interest in Morila Limited using the proportionate consolidation method, whereby our proportionate share of Morila Limited's assets, liabilities, income, expenses and cash flows are incorporated in our consolidated financial statements under the appropriate headings. Under U.S. GAAP, we equity account for our interest in Morila Limited. This requires that we recognize our share of Morila Limited's net income as a separate line item in the statement of operations, equity income of Morila joint venture. In the balance sheet, we reflect as an investment our share of Morila Limited's net assets. While this results in significantly different financial statement presentation between IFRS and U.S. GAAP, it has no impact on our net income or our net asset value except for any difference between IFRS and U.S. GAAP which relates to Morila.
Loans from minority shareholders in subsidiaries         2,441     2,575  
Deferred financial liabilities    
(2) Total cash cost and total cash cost per ounce are non-GAAP measures. We have calculated total cash costs and total cash costs per ounce using guidance issued by the Gold Institute. The Gold Institute was a non profit industry association comprised of leading gold producers, refiners, bullion suppliers and manufactures. This institute has now been incorporated into the National Mining Association. The guidance was first issued in 1996 and revised in November 1999. Total cash costs, as defined in the Gold Institute's guidance, include mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, transfers to and from deferred stripping, and royalties. The transfer to and from deferred stripping is calculated based on the actual historical waste stripping costs, as applied to a life of mine estimated stripping ratio. The costs of waste stripping in excess of the life of mine estimated stripping ratio, are deferred, and charged to production, at the average historical cost of mining the deferred waste, when the actual stripping ratio is below the life of mine stripping ratio. The net effect is to include a proportional share of total estimated stripping costs for the life of the mine, based on the current period ore mined. Total cash costs per ounce are calculated by dividing total cash costs, as determined using the Gold Institute guidance, by gold ounces produced for the periods presented. We have calculated total cash costs and total cash costs per ounce on a consistent basis for the periods presented. Total cash costs and total cash costs per ounce should not be considered by investors as an alternative to operating profit or net profit attributable to shareholders, as an alternative to other IFRS or U.S. GAAP measures or an indicator of our performance. The data does not have a meaning prescribed by IFRS or US GAAP and therefore amounts presented may not be comparable to data presented by gold producers who do not follow the guidance provided by the Gold Institute. In particular depreciation and amortization would be included in a measure of total costs of producing gold under IFRS and U.S GAAP, but is not included in total cash costs under the guidance provided by the Gold Institute. The total cost of producing gold calculated in accordance with IFRS and U.S. GAAP would provide investors with an indication of earnings before interest expense and taxes, when compared to the average realized price. The Company has therefore provided an IFRS measure of total cash cost and total cash per ounce as required by securities regulations that govern non-GAAP performance measures. Furthermore, while the Gold Institute has provided a definition for the calculation of total cash costs and total cash costs per ounce, the calculation of these numbers may vary from company to company and may not be comparable to other similarly titled measures of other companies. However, we believe that total cash costs per ounce are useful indicators to investors and management of a mining company's performance as it provides an indication of a company's profitability and efficiency, the trends in cash costs as the company's operations mature, and a benchmark of performance to allow for comparison against other companies. Within this prospectus, the Company's discussion and analysalign="left" valign="bottom">    14,030     15,668  
Provision for closure and restoration   8     8,872  

6



The following table lists the costs of producing gold, determined in accordance with IFRS, and reconciles this GAAP measure to total cash costs, as a non-GAAP measure, for each of the periods set forth below:

  3,701  
TOTAL NON-CURRENT LIABILITIES Costs Consolidated
Six Months
Ended
June 30,
2005		 Consolidated
Six Months
Ended
June 30,
    2004    		 Year
Ended
December
   31, 2004   		 Year
Ended
December
   31, 2003   		 Year
Ended
December
   31, 2002   
  (In thousands)
Mine production costs $   28,534   $   16,395   $   37,468   $   26,195   $         94,098     62,662  
CURRENT LIABILITIES                  
Accounts payable and accrued liabilities     22,706  
Depreciation and amortization   4,902           14,231     14,428  
Current portion of long-term liabilities   4,707     8,738     10,269     4,128  
General and administration expenses   3,079     2,799     6,986     6,108     4,128  
Transport and refinery costs   129     98     233       1,692     1,156  
TOTAL CURRENT LIABILITIES         15,923     408     588  
Royalties   4,121     1,942     5,304     7,648     9,185  
Movement in production inventory and ore stockpiles   (13,821 )    (2,183 )        15,584  
TOTAL EQUITY AND LIABILITIES     (8,512 )    (6,229     322,867     268,461  

See Notes to Unaudited Consolidated Interim Financial Statements.

F-3



UNAUDITED STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
($ IN THOUSANDS UNLESS OTHERWISE NOTED)


)    (145 ) 
Transfer (to)/from deferred stripping costs   2,873     (2,968 )    (3,999 )    (3,484 )    (5,043 ) 
Total cost of producing gold determined in accordance with the IFRS   29,817    
  Number of
Ordinary
Shares		 Share
Capital
$000		 20,790     old; font-style: normal;background-color: #ffffff;">Share
premium
$000		 Accumulated
Profits
$000		 Other
Reserves
$000		 Total
$000
BALANCE AT 31 DECEMBER 31, 2004 (as previously reported)   59,226,694     2,961     102,342     101,534     (15,668 )    191,169  
Adoption of IFRS 2 "share-based payments" ("IFRS 2")   —     —     —     (1,321 )    1,321     —  
46,218     40,915     40,184  
Less: Non-cash costs included in total cost of producing gold: Depreciation and amortization   (4,902 )    (4,707 ) Balance – December 31, 2004   59,226,694     2,961     102,342     100,213     (14,347 )    191,169  
Net income   —     —     —     19,242     (8,738 )    (10,269 )    (8,765 ) 
Total cash costs using the Gold Institute's guidance   24,915       —   16,083     37,480     31,636     31,419  
Ounces produced (our share)   133,052     76,878     204,194     317,596     421,127  
Total production cost per ounce under IFRS   224     19,242  
Exercise of employee stock options   212,200     11     626     —     —     637  
Movement on cash flow hedges             270     226     132     95  
Total cash cost per ounce using Gold Institute's guidance                 187     208     184     100     47  
(3) We have adopted IFRS 2 "Share based payment" with effect from January 1, 2005 and, in accordance with the standard's transitional provisions, retrospectively applied the standard to share options that were granted after November 7, 2002 that had not yet vested at the effective date of January 1, 2005. We have therefore retoactively restated the June 30, 2004 interim financial data included in this prospectus, as well as the consolidated financial statements for the years ended December 31, 2004, 2003, and 2002 and as at December 31, 2004 and 2003, which are incorporated by reference in this prospectus, to reflect the adoption of the standard.
(4) Reflects adjustments resulting from the sub-division of shares. Effective April 26, 2004, we undertook a sub-division of our ordinary shares, which increased our issued share capital from 29,267,685 to 58,535,370 ordinary shares. In connection with this sub-division our ordinary shareholders of record on April 26, 2004 received two $0.05 ordinary shares for every one $0.10 ordinary share they held. On April 27, 2004, we undertook a capital reduction of $100 million by the cancellation : 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">           
    Unrealized   —     —     —     — 7



RISK FACTORS

In addition to the other information included or incorporated by reference in this prospectus, you should carefully consider the following factors, which individually or in combination could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Business

Because we depend upon Société des Mines de Morila SA, and our interest in Morila Limited, for substantially all of our revenues and cash flow, our business will be harmed if Morila's revenues or its ability to pay dividends are adversely impacted.

We hold our ownership interest in Morila through our 50% ownership interest in Morila Limited, which in turn owns 80% of Morila SA, the direct owner of the Morila mine. During 2004, substantially all of our revenues and cash flows were derived solely from sales of gold mined at Morila, and we expect that this mine will provide substantial revenue and cash flows for at least the next twelve months. As a result, our results of operations, cash flows and financial condition could be materially and adversely affected by any of the following factors:

•  fluctuations in the price of gold realized by Morila;
•  the failure of Morila to produce expected amounts of gold; and
•  any disputes which may arise between us and AngloGold Ashanti Limited, or AngloGold Ashanti, with respect to the management of Morila Limited.

The profitability of our operations, and the cash flows generated by our operations, are affected by changes in the market price for gold which in the past has fluctuated widely.

Substantially all of our revenues and cash flows have come from the sale of gold. Historically, the market price for gold has fluctuated widely and has been affected by numerous factors over which we have no control, including:

•  the demand for gold for industrial uses and for use in jewelry;
•  international or regional political and economic trends;
•  the strength of the U.S. dollar, the currency in which gold prices generally are quoted, and of other currencies;
•  financial market expectations regarding the rate of inflation;
•  interest rates;
•  speculative activities;
•  actual or expected purchases and sales of gold bullion holdings by central banks or other large gold bullion holders or dealers;
•  hedging activities by gold producers; and
•  the production and cost levels for gold in major gold-producing nations.

 

   1,638     1,638  
Share-based payments   —     —   The volatility of gold prices is illustrated in the following table, which shows the quarterly high, low and average of the afternoon London Bullion Market fixing price of gold in U.S. dollars for the past two years and the first half of 2005.

8




 
    Price per ounce ($)
Year   High Low Daily Average
2005 Third Quarter   473.25     418.35     439.72  
  —     —     1,111     1,111   Second Quarter   440.55     414.45     421.87
Restricted shares issued as
    remuneration #		   161,735     8     —     —    
  First Quarter   443.00     411.10     427.35  
2004   —     8  
Restricted shares held by company #   (107,825 )    (5 )    —     —     —     (5 ) 
Shares vested #   —     —     735     —     (735 )    —  
BALANCE AT JUNE 30, 2005   59,492,804     2,975     103,703     119,455     (12,333 )    213,800  
# Restricted shares were issued to directors as remuneration. Of these shares, only 53,910 have vested, while the remainder of the shares are still held by the company as restricted shares pending their vesting as remuneration to the directors. The $0.7 million represents the costs, calculated in accordance with IFRS 2, of the shares which have vested. The cumulative expense recognized under IFRS, and recorded in other reserves, is reclassified to share premium upon issuance of the shares.

See Notes to Unaudited Consolidated Interim Financial Statements.

F-4



UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
($ IN THOUSANDS UNLESS OTHERWISE NOTED)


  Unaudited
6 months
ended
June 30,
2005
$000		   Unaudited
6 months
ended
June 30,
2004
$000		  
Profit on ordinary activities before taxation and minority interest   19,242           6,460     Fourth Quarter   454.20     411.25      
Adjustment for non-cash items   9,143       433.77  
  Third Quarter   415.65       (9,485 )       
Working capital changes   (17,494     391.40     401.30  
  Second Quarter   427.25     375.15     393.27  
  First Quarter )          1,779        
Net cash generated/(utilized) by operations   10,891           (1,246 )       
Net cash utilized in investing activities   425.50     390.50     408.44   (61,651 )           
2003 Fourth Quarter   416.25     370.25     391.92  
  Third Quarter   390.70     342.50     363.24  
  (11,989 )      Second Quarter   371.40     319.90     346.74  
  First Quarter    
Additions to property, plant and equipment   (48,580 )          (24,442 )       
382.10     329.45     352.09  

In addition, the current demand for, and supply of, gold affects the price of gold, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. Historically, gold has tended to retain its value in relative terms against basic goods in times of inflation and monetary crisis. As a result, central banks, financial institutions, and individuals hold large amounts of gold as a store of value, and production in any given year constitutes a very small portion of the total potential supply of gold. Since the potential supply of gold is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or its price.

If gold prices should fall below and remain below our cost of production for any sustained period, we may experience losses and may be forced to curtail or suspend some or all of our mining operations. In addition, we would also have to assess the economic impact of low gold prices on our ability to recover any losses we may incur during that period and on our ability to maintain adequate reserves. Our total cash cost of production per ounce of gold sold was $187 for the six months ended June 30, 2005, $184 in the year ended December 31, 2004, $100 in the year ended December 31, 2003 and $74 in the year ended December 31, 2002. We expect that Morila's total cash costs will rise as the life of the mine advances, which will adversely affect our profitability in the absence of any mitigating factors.

We may incur significant losses or lose opportunities for gains as a result of our use of our derivative instruments to protect us against low gold prices.

We use derivative instruments to protect the selling price of some of our anticipated gold production at Loulo. The intended effect of our derivative transactions is to lock in a minimum sale price for future gold production at the time of the transactions, reducing the impact on us of a future fall in gold prices. No such protection is in place for our production at Morila.

To the extent these instruments protect us against low gold prices, they will only do so for a limited period of time. If the instrument cannot be sustained, the protection will be lost. Derivative transactions can even result in a reduction in possible revenue if the instrument price is less than the market price at the time of settlement. Moreover, our decision to enter into a giont-style: normal;background-color: #cceeff;">Financing of contractors

   (13,071 )          —        
Movements in restricted cash Our mining project at Loulo is subject to all of the risks of a start-up mining operation.

In connection with the development of the Loulo mine, we must build the necessary infrastructure facilities, the costs of which are substantial. As a new mining operation, Loulo may experience unexpected problems and delays during commissioning of the plant. Delays in the commencement of gold production could occur, which could affect our results of operations and profitability.

9



Under our joint venture agreement with AngloGold Ashanti, we jointly manage the Morila joint venture, and any disputes with AngloGold Ashanti over the management of the Morila joint venture could adversely affect our business.

We jointly manage Morila Limited with AngloGold Ashanti under a joint venture agreement. Under the joint venture agreement, AngloGold Ashanti is responsible for the day-to-day operations of Morila, subject to the overall management control of the Morila Limited board. Substantially all major management decisions, including approval of a budget for Morila, must be approved by the Morila Limited board. We and AngloGold Ashanti retain equal control over the board, with neither party holding a deciding vote. We have had a formal dispute with AngloGold Ashanti with respect to the budget process, which has been resolved satisfactorily. However, if a dispute arises between us and AngloGold Ashanti with respect to the management of Morila Limited and we are unable to resolve the dispute, we may have to participate in an arbitration or other proceeding to resolve the dispute, which could materially and adversely affect our business.

Because we depend upon Morila, and our interest in Morila Limited, for substantially all our revenues and cash flow, our business may be harmed if the Government of Mali fails to repay fuel duties.

Through June 30, 2005, Morila was responsible for paying to diesel suppliers the customs duties which were then paid to the Government of Mali. Morila can claim reimbursement of these duties from the Government of Mali on presentation of a certificate from Société Générale de Surveillance. During the third quarter 2003, the Government of Mali began to reduce payments to all the mines in Mali due to irregularities involving certain small exploration companies. The Government of Mali has commenced repayment and during the first six months of 2005, the amount owing Morila was reduced from $17.6 million as of December 31, 2004 to $13.7 million as of June 30, 2005. If Morila is unable to recover these amounts, its ability to pay dividends to its shareholders, including us, would be affected.

Our mining operations may yield less gold under actual production conditions than indicated by our gold reserve figures, which are estimates based on a number of assumptions, including assumptions as to mining and recovery factors, production costs and the price of gold.

The ore reserve estimates contained in this prospectus are estimates of the mill delivered quantity and grade of gold in our deposits and stockpiles. They represent the amount of gold that we believe can be mined and processed at prices sufficient to recover our estimated total costs of production, remaining investment and anticipated additional capital expenditures. Our ore reserves are estimated based upon many factors, including:

•  the results of exploratory drilling and an ongoing sampling of the orebodies;
•  past experience with mining properties; and
•  the experience of the person making the reserve estimates.

Because our ore reserve estimates are calculated based on current estimates of production costs and gold prices, they should not be interpreted as assurances of the economic life of our gold deposits or the profitability of our future operations.

Reserve estimates may require revisions based on actual production experience. Further, a sustained decline in the market price of gold may render the recovery of ore reserves containing relatively lower grades of gold mineralization uneconomical and ultimately result in a restatement of reserves. The failure of the reserves to meet our recovery expectations may have a materially adverse effect on our business, financial condition and results of operations.

 

 —           3size:10pt; width: 456pt; text-align: left; font-style: italic; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">We may be required to seek funding from third parties or enter into joint development arrangements to finance the development of our properties and the timely exploration of our mineral rights, which funding or development arrangements may not be available on acceptable terms, or at all.

We require substantial funding to develop our properties. For example, if we ultimately determine that our Tongon project would sustain profitable mining operations, our ability to build a mine at this

10



site would be dependent upon the availability of sufficient funding. In some countries, if we do not conduct any mineral exploration on our mineral holdings or make the required payments in lieu of completing mineral exploration, these mineral holdings will lapse and we will lose all interest that we have in these mineral rights.

We may be required to seek funding from third parties to finance these activities. Our ability to obtain outside financing will depend upon the price of gold and the industry's perception of its future price, and other factors outside of our control. We may not be able to obtain funding on acceptable terms when required, or at all. Cash constraints and strategic considerations may also lead us to dispose of all or part of our interests in some of our proje,882

        
Disposal of Syama – net of cash disposed   —           8,571        
We conduct mining, development and exploration activities in countries with developing economies and are subject to the risks of political and economic instability associated with these countries.

We currently conduct mining, development and exploration activities in countries with developing economies, including Côte d'Ivoire, Mali, Senegal, Burkina Faso, Ghana and Tanzania. These countries and other emerging markets in which we may conduct operations have, from time to time, experienced economic or political instability, in the form of:

•  war and civil disturbance;
•  expropriation or nationalization;
•  changing regulatory and fiscal regimes;
•  fluctuations in currency exchange rates;
•  high rates of inflation;
•  underdeveloped industrial and economic infrastructure; and
•  unenforceability of contractual rights.

Any political or economic instability in the African countries in which we currently operate could have a material and adverse effect on our business and results of operations.

The countries of Mali, Senegal, Burkina Faso and Côte d'Ivoire were French colonies and Tanzania and Ghana were British colonies until their independence in the early 1960's. Each country has, since its independence, experienced its own form of political upheavals with varying forms of changes of government taking place, including violcolor: #ffffff;" align="left" valign="bottom" colspan="3">Net cash generated by/(utilized in) financing activities

   29,076           (9,104 )       
Ordinary shares issued   637           58     Côte d'Ivoire, the leading economic power in the region, and once considered one of the most stable countries in Sub-Saharan Africa, has experienced several years of political chaos, including an attempted coup d'état. In November 2002, a mutiny by disaffected soldiers developed into a national conflict between rebels who took control of the north of the country and Government supporters in the south. An agreement was reached in March 2005 whereby all sides agreed to disarm and new presidential elections for the country as a whole are planned for October 2005.

The conflict in Côte d'Ivoire resulted in us suspending work in the country pending a peaceftyle: normal; background-color: #cceeff;"> 

  
Increase/(decrease) in long-term borrowings   28,439           (9,162 )       
Net decrease in cash   (21,684 )          (22,339 )       
Cash at beginning of period   78,240           105,475        
Cash at end of period   56,556           83,136       In the absence of a supply route through Côte d'Ivoire, goods are supplied to Mali through Ghana, Togo, Burkina Faso and Senegal. Our operations at Morila have been affected only to the extent of making the supply of diesel more expensive since it now has to be delivered via Togo, which adds additional transportation costs to allow for greater delivery distances.

Also, any present or future policy changes in the countries in which we operate may in some way have a significant effect on our operations and interests. The mining laws of Mali, Côte d'Ivoire, Senegal, Burkina Faso, Ghana and Tanzania stipulate that should an economic orebody be discovered on a property subject to an exploration permit, a permit that allows processing operations to be undertaken must be issued to the holder.

11



Except for Tanzania, legislation in these countries currently provides for the relevant government to acquire a free ownership interest, normally of at least 10%, in any mining project. For example, the Malian government holds a 20% interest in Morila SA, and cannot be diluted below 10%, as a result of this type of legislation. The requirements of the various governments as to the foreign ownership and control of mining companies may change in a manner which adversely affects us.

If we are unable to attract and retain key personnel our business may be harmed.

Our ability to bring additional mineral properties into production and explore our extensive portfolio of mineral rights will depend, in large part, upon the skills and efforts of a small group of management and technical personnel, including D. Mark Bristow, our Chief Executive Officer. If we are not successful in retaining or attracting highly qualified individuals in key management positions our business may be harmed. The loss of any of our key personnel could adversely impact our ability to execute our business plan.

Our insurance coverage may prove inadequate to satisfy future claims against us.

We may become subject to liabilities, including liabilities for pollution or other hazards, against which we have not insured adequately or at all or cannot insure. Our insurance policies contain exclusions and limitations on coverage. Our current insurance policies provide worldwide indemnity of $100 million in relation to legal liability incurred as a result of death, injury, disease of persons and/or loss of or damage to property. Main exclusions under this insurance policy, which relates to our industry, include war, nuclear risks, silicosis, asbestosis or other fibrosis of the lungs or diseases of the respiratory system with regard to employees, and gradual pollution. In addition, our insurance policies may not continue to be available at economically acceptable premiums. As a result, in the future our insurance coverage may not cover the extent of claims against us.

It may be difficult for you to effect service of process and enforce legal judgments against us or our affiliates.

We are incorporated in Jersey, Channel Islands and a majority of our directors and senior executives are not residents of the United States. Virtually all of our assets and the assets of those persons are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon those persons or us. Furthermore, the United States and Jersey currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Consequently, it may not be possible for you to enforce a final judgment for payment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon United States Federal securities laws against those persons or us.

In order to enforce any judgment rendered by any Federal or state court in the United States in Jersey, proceedings must be initiated by way of common law action before a court of competent jurisdiction in Jersey. The entry of an enforcement order by a court in Jersey is conditional upon the following:

•  the court which pronounced the judgment has jurisdiction to entertain the case according to the principles recognized by Jersey law with reference to the jurisdiction of the foreign courts;
•  the judgment is final and conclusive, it cannot be altered by the courts which pronounced it;
•  there is payable pursuant to a judgment a sum of money, not being a sum payable in respect of tax or other charges of a like nature or in respect of a fine or other penalty;
•  the judgment has not been prescribed;
•  the courts of the foreign country have jurisdiction in the circumstances of the case;
•  the judgment was not obtained by fraud; and
•  the recognition and enforcement of the judgment is not contrary to public policy in Jersey, including observance of the rules of natural justice which require that documents in the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal.

12



Furthermore, it is doubtful whether you could bring an original action based on United States Federal securities laws in a Jersey court.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

The United States Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring every public company to include a management report on such company's internal controls over financial reporting in its annual report, which contains management's assessment of the effectiveness of the company's internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting. These requirements will first apply to our annual report on Form 20-F for the fiscal year ending December 31, 2006. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still be unable to attest to our management's assessment or may issue a report that concludes that our internal controls over financial reporting are not effective. Furthermore, during the course of the evaluation, documentation and attestation, we may identify deficiencies that we may not be able to remedy in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. If we fail to achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls, on an ongoing basis, over financial reporting in accordance with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our ADSs and ordinary shares. Furthermore, we have incurred, and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

Risks Relating to Our Industry

The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.

Exploration for gold is highly speculative in nature. Our future growth and profitability will depend, in part, on our ability to identify and acquire additional mineral rights, and on the costs and results of our continued exploration and development programs. Many exploration programs, including some of ours, do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our mineral exploration rights may not contain commercially exploitable reserves of gold. Uncertainties as to the metallurgical recovery of any gold discovered may not warrant mining on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as:

•  encountering unusual or unexpected formations;
 

The principal non-cash transactions relate to the amortization of property, plant and equipment, costs related to deferred stripping and share-based payments.

See Notes to Unaudited Consolidated Interim Financial Statements.

F-5



NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.  NATURE OF OPERATIONS
  •  environmental pollution;
•  personal injury and flooding; and
•  decrease in reserves due to a lower gold price.

If we discover a viable deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change.

Moreover, we will use the evaluation work of professional geologists, geophysicists, and engineers for estimates in determining whether to commpt; text-align: left; font-style: normal; width: 426pt">The Company, its subsidiaries and joint ventures ("the Group") carry out gold mining activities and exploration. The Group currently has one operating mine in Mali, West Africa, the Morila Gold Mine, which commenced production in October 2000, a mine in the commissioning phase, the Loulo Mine, also in Mali, as well as a portfolio of exploration projects in West and East Africa.
  The interests of the Group are Morila S.A. ("Morila") which owns the Morila mine and Somilo S.A. ("Somilo") which conducts the development activities at the Loulo mine site. Randgold Resources holds an effective 40% interest in Morila, following the sale to AngloGold Ashanti Limited on July 3, 2000 of one-half of Randgold Resources' wholly-owned subsidiary, Morila Limited. Management of Morila Limited, the 80% shareholder of Morila, is effected through a joint venture committee, with Randgold Resources and AngloGold Ashanti each appointing one-half of the members of the committee. AngloGold Services Mali S.A. ("Anser"), a subsidiary of AngloGold Ashanti, is the operator of Morila. Randgold Resources holds an effective 80% interest in Loulo. The remaining 20% interest is held by the Malian Government. Randgold Resources is the operator of Loulo.
2.  BASIS OF PREPARATION AND ACCOUNTING POLICIES
  The interim consolidated financial statements are unaudited and prepared in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as long as the statements are not misleading. The interim financial data as of June 30, 2005, and for the six months ended June 30, 2005 and 2004 is unaudited; however, in the opinion of the Company, the interim data includes all adjustments necessary for a fair presentation of the results for the interim periods. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Fence or continue mining. These estimates generally rely

13



on scientific and economic assumptions, which in some instances may not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined whether or not the deposit contains economically recoverable mineralization. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or identify new proven and probable reserves in sufficient quantities to justify commercial operations in any of our properties.

If management determines that capitalized costs associated with any of our gold interests are not likely to be recovered, we would incur a write-down on our investment in that interest. All of these factors may result in losses in relation to amounts spent which are not recoverable.

Title to our mineral properties may be challenged which may prevent or severely curtail our use of the affected properties.

Title to our properties may be challenged or impugned, and title insurance is generally not available. Each sovereign state is the sole authority able to grant mineral property rights, and our ability to ensure that we have obtained secure title to individual mineral properties or mining concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

Our ability to obtain desirable mineral exploration projects in the future will be adversely affected by competition from other exploration companies.

In conducting our exploration activities, we compete with other mining companies in connection with the search for and acquisition of properties producing or possessing the potential to produce gold. Existing or future competition in the mining industry could materially and adversely affect our prospects for mineral exploration and success in the future.

Our operations are subject to extensive governmental and environmental regulations, which could cause us to incur costs that adversely affect our results of operations.

Our mining facilities and operations are subject to substantial government laws and regulations, concerning mine safety, land use and environmental protection. We must comply with requirements regarding exploration operations, public safety, employee health and safety, use of explosives, air quality, water pollution, noxious odor, noise and dust controls, reclamation, solid waste, hazardous waste and wildlife as well as laws protecting the rights of other property owners and the public.

Any failure on our part to be in compliance with these laws, regulations, and requirements with respect to our properties could result in us being subject to substantial penalties, fees and expenses, significant delays in our operations or even the complete shutdown of our operations. We accrue estimated environmental rehabilitation costs over the operating life of a mine. Estimates of ultimate rehabilitation are subject to revision as a result of future changes in regulations and cost estimates. The costs associated with compliance with government regulations may ultimately be material and adversely affect our business.

If our environmental and other governmental permits are not renewed or additional conditions are imposed on our permits, our financial condition and results of operations may be adversely affected.

Generally, compliance with environmental and other government regulations requires us to obtain permits issued by governmental agencies. Some permits require periodic renewal or review of their conditions. We cannot predict whether we will be able to renew these permits or whether material changes in permit conditions will be imposed. Non-renewal of a permit may cause us to discontinue the operations requiring the permit, and the imposition of additional conditions on a permit may cause us to incur additional compliance costs, either of which could have a material adverse effect on our financial condition and results of operations.

Labor disruptions could have an adverse effect on our operating results and financial condition.

All Malian national employees are members of the Union Nationale des Travailleurs du Mali, or UNTM. Due to the number of employees that belong to UNTM, we are at risk of having Morila and

14



Somilo's mining and exploration operations stopped for indefinite periods due to strikes and other labor disputes. We have experienced labor disputes in the past although these disputes have not had a material effect on our operations to date. However, should any labor disruptions occur, our results of operations and financial condition could be materially and adversely affected.

AIDS poses risks to us in terms of productivity and costs.

The incidence of AIDS in Mali, which has been forecasted to increase over the next decade, poses risks to us in terms of potentially reduced productivity and increased medical and insurance costs. The exact extent to which our workforce is infected is not known at present. The prevalence of AIDS could become significant. Significant increases in the incidence of AIDS-related diseases among members of our workforce in the future could adversely impact our operation and financial condition.

Risks Relating to this Offering

We may be confused with Randgold & Exploration Company Limited, which could adversely affect our share price.

We commenced operations in 1995 as a subsidiary of Randgold & Exploration Company Limited, or Randgold & Exploration. Randgold & Exploration and its management have been the subject of adverse publicity recently in mining industry publications and other media. By reason of the common usage of the word "Randgold" in our corporate names, it is possible that our company may be confused with Randgold & Exploration, which could adversely affect our share price.

  The Company adopted IFRS 2 "Share-based payment" ("IFRS 2") on January 1, 2005. The standard requires an entity to recognize share-based payment transactions in its financial statements. In accordance with the standard's transitional provisions, the Company applied IFRS 2 to share options that were granted after November 7, 2002 and had not yet vested at the effective date of January 1, 2005. This change in accounting policy has been accounted for retrospectively, and the comparative statements for 2004 have been restated. The effect of the change on the six months ended June 30, 2004 is the recognition of share-based payment expense of $0.3 million. Opening accumulated profits as of January 1, 2004 have been reduced by $1.3 million, and opening other reserves have been increased by $1.3 million, which is the amount of the adjustment relating to periods prior to 2004.
  The preparation of the Company's consolidated financial statements requires the Company's management to make estimates and assumptions about current and future events that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Future events and theund-color: #ffffff;">There may be confusion in the marketplace regarding the number of our shares that are owned by Randgold & Exploration Company Limited.

Randgold & Exploration's last filing with the SEC on February 14, 2005 claimed that it beneficially owned 31% of our ordinary shares. Our analysis of our shareholder-base and other information indicates, however, that Randgold & Exploration's ownership of our shares consists of only approximately 6.7% of our outstanding ordinary shares. Accordingly, to the extent that there is a misperception in the marketplace that Randgold & Exploration owns either 31% or significantly in excess of 6.7% of our ordinary shares, our share price could be adversely affected.

The market value of our ADSs may fluctuate due to ir effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, current and expected economic conditions, and in some cases actuarial techniques. Actual results ultimately may differ from those estimates. The more significant areas requiring the use of management

F-6



  estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates and units-of-production depreciation, depletion and amortization calculations; environmental, reclamation and closure obligations; estimates of recoverable gold and other materials in heap leach pads; asset impairments; write-downs of inventory to net realizable value; post employment; reserves for contingencies and litigation; and the fair value and accounting treatment of financial instruments.
3.  EARNINGS PER SHARE

  FOR THE SIX MONTHS ENDED JUNE 30, 2005
  Income
(Numerator)
$000		 Shares
(Denominator)		 Per share
amount $
BASIC EARNINGS PER SHARE               The securities markets in the United States and other countries have experienced significant price and volume fluctuations. Volatility in the price of our ADSs may be caused by factors beyond our control and may be unrelated to, or disproportionate to changes in, our results of operations. In the past, following periods of volatility in the market price of a public company's securities, securities class action litigation has often been instituted against that company. Litigation of this kind could result in substantial costs and a diversion of our management's attention and resources.

Holders of ADRs have fewer rights than shareholders and have to act through the depositary to exercise those rights.

Holders of ADRs do not have the same rights as shareholders and accordingly cannot exercise rights of shareholders against us. The Bank of New York, as depositary, or the custodian, is the registered shareholder of the deposited shares underlying the ADSs, and therefore you will generally have to exercise your shareholder rights through The Bank of New York. In certain cases, we may not ask The Bank of New York to ask you for instructions as to how you wish the shares underlying the ADSs evidenced by your ADRs voted. The Bank of New York will not ask you for voting instructions in the absence of written instructions from us to do so. In the event that we did not so instruct The Bank of New York, you could still instruct The Bank of New York how to vote if you otherwise learn of our upcoming shareholders' meeting or vote by surrendering your ADSs, withdrawing your underlying shares, and then voting as ordinary shareholders. Even if we ask The Bank of New York to

15



ask you for such instructions, it may not be possible for The Bank of New York to obtain these instructions from you in time for The Bank of New York to vote in accordance with such instructions. If The Bank of New York does not receive instructions from you, it may give a proxy to vote your underlying ordinary shares or other deposited securities to our designated representative. This means you may not be able to exercise your right to vote and there may be nothing you can do if your underlying ordinary shares or other deposited securities are not voted as you instructed.

In some cases, The Bank of New York may not make rights or other distributions to ADR holders.

If we make a rights offer to holders of securities, The Bank of New York may make these rights available to you after we instruct it to do so and provide it with evidence that it is legal to do so. If we fail to do this and The Bank of New York determines that it is impractical to sell the rights, it may allow these rights to lapse. In that case, you will receive no value for them.

Additionally, The Bank of New York is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holder and we have no obligation to take any other action to permit a distribution. This means that you may not receive the distribution we make on ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.

16



USE OF PROCEEDS

The estimated net proceeds from the sale of the 7,000,000 ordinary shares, including ordinary shares in the form of ADSs, offered hereby will be approximately $99 million, based upon an assumed public offering price of $14.92 per ordinary share, or $14.92 per ADS, after deducting underwriting discounts and the estimated offering expenses payable by us. If the underwriters exercise any part of their over-allotment option, they will purchase the additional ordinary shares from us.

We expect to use the net proceeds from this offering first for the development of the underground project at Loulo 0 and Yalea, then for the Tongon feasibility study, together with such other organic and corporate opportunities, including possible acquisitions, as they may arise.

DIVIDENDS

To date, we have not paid any dividends and we expect to retain all earnings, if any, in the foreseeable future to finance and expand our business. However, our board of directors regularly reviews our dividend policy and may determine to declare and pay dividends in the future, to the extent permitted by law.

Subject to the provisions of the Companies (Jersey) Law, 1991, or the 1991 Law, and our Articles of Association, we may by ordinary resolution declare dividends to be paid to the shareholders according to their respective rights and interests in our profits. No dividend is permitted to exceed the amount recommended by our board of directors. Subject to the 1991 Law, our board of directors may also declare and pay an interim dividend, including a dividend payable at a fixed rate, if paying an interim dividend appears to our board of directors to be justified by our profits available for distribution.

17



CAPITALIZATION

The following table sets forth our actual short-term and long-term indebtedness, shareholders' equity and total capitalization on a consolidated basis at August 31, 2005, and as adjusted to give effect to this offering and the application of the net proceeds of this offering at an assumed offering price of $14.92 per ordinary share, or $14.92 per ADS, as described in "Use of Proceeds." The following table should be read in conjunction with "Use of Proceeds", "Operating and Financial Review and Prospects", and our consolidated financial statements, including the notes, appearing elsewhere in this prospectus and incorporated by reference in this prospectus.


   
Shares outstanding January 1, 2005        
  At August 31, 2005
  Actual As Adjusted
  (in thousands)
Total short-term indebtedness $ 1,329   $ 59,226,694        
Weighted number of shares issued   1,329  
Guaranteed, secured   1,329     1,329  
Unguaranteed, secured   —           221,455        
Income available to shareholders   19,242 —  
Guaranteed, unsecured   —     —  
Unguaranteed, unsecured     59,448,149     0.32  
EFFECT OF DILUTIVE SECURITIES                  
Share options issued to employees         2,532,274     (0.01 ) 
Fully diluted earnings per share   —     —  
             
Total long-term indebtedness   68,565     68,565  
Guaranteed, secured   64,996     64,996  
Unguaranteed, secured   —     —  
Guaranteed, unsecured   19,242     61,980,423     0.31  

  FOR THE SIX MONTHS ENDED JUNE 30, 2004
  Income
(Numerator)
$000		 Shares
(Denominator)		 Per share
amount $
BASIC EARNINGS PER SHARE                  
  3,569     3,569  
Unguaranteed, unsecured   —     —  
             
Shareholders equity         Shares outstanding January 1, 2004         58,520,770 *       
Weighted number of shares issued         11,150        
Income available to shareholders   6,460      
Share capital     58,531,920     0.11  
EFFECT OF DILUTIVE SECURITIES               2,975     3,325  
Share premium   103,703     202,341  
Accumulated profits   127,194     127,194  
Other reserves      
Share options issued to employees         44,761     (12,333 )    (12,333 ) 
Total shareholders' equity   —  
Fully diluted earnings per share   6,460     58,576,681     0.11  
* Reflects adjustments resulting from the sub-division of shares
221,539    
4.  RECEIVABLES

320,527  
             
Total capitalization (shareholders' equity plus total debt) $ 291,433   $ 390,421  

18



RECENT DEVELOPMENTS

Morila

Our major gold producing asset since October 2000 has been the Morila mine. From the start of production in October 2000 through August 31, 2005, Morila has produced approximately 3.5 million ounces of gold at a total cash cost of $112 per ounce, and Morila SA has paid total dividends to it shareholders of $389 million. We estimate that Morila's total production for 2005 will exceed 600,000 ounces at a total cash cost of approximately $200 per ounce. We currently estimate that mining at Morila will continue through 2008, with processing of lower-grade stockpiles continuing until 2011. Morila focuses its exploration activities on extending the existing orebody and discovering new deposits which can be processed using the Morila plant. We have targeted for further drilling several areas covered by the Morila joint venture with the potential to host orebodies of similar style and size to Morila.

The following table summarizes our reserves at December 31, 2004 at Morila:


Morila Ore Reserves Tonnes
(Mt)
  June 30,
2005
$000		 Dec. 31,
2004
$000
Trade   5,916     4,057  
Advances to contractors   13,964     893  
Taxation debtor   13,677     12,356  
Prepayments   7,252     5,348  
Grade
(g/t)		 Gold
(Moz)		 Our 40% Share
(Moz)
Proven   11.92     3.39     1.30        
Probable   13.87     2.87     Other   1,140     1,013  
1.28        
Total       41,949     23,667  

F-7



5.  INVENTORIES AND ORE STOCKPILES

  June 30,
2005
$000		 25.79     3.11nt-size: 8pt; color: #000000; font-weight: bold; font-style: normal;background-color: #ffffff;">Dec. 31,
2004
$000
Consumable stores   6,718     6,091  
Short-term portion of ore stockpiles   1,586     803     2.58     1.03  
•  The Morila reserves have been derived by our joint venture partner, AngloGold Ashanti, and have been reviewed by external consultants, SRK Consulting. The Morila reserves are estimated as at December 31, 2004 and have not been adjusted for depletion occurring from January 1, 2005 to present.
•  Reserves estimated at a spot gold price of $375 per ounce.
•  Dilution of 10% and ore loss of 5% incorporated into the estimation of reserves.
 
Gold in process   1,785     2,868
•  Cut-off grade of 1.4 grams per tonne.
•  Stockpiled ore is included, and amounts to 7.58 million tonnes at 2.08 grams per tonne.
•  Stripping ratio is 3.7:1. Approximate metallurgical recovery is 91.5%.

We have continued to work with AngloGold Ashanti and its subsidiary, Anglogold Services Mali (S.A.), or Anser, the operator of the Morila mine, in order to return the mine to full production capacity. This follows a period in which the mine was negatively affected by delays and difficulties with its plant expansion program, as well as by the need to adjust to a lower gold grade. Our strategy has been to achieve consistent sustainable production and, by the end of the quarter ended June 30, 2005, this approach appeared to be producing the desired results with plant throughput right: normal; font-style: normal;background-color: #cceeff;"> 
    10,089     9,762 &nbising by almost 100,000 tonnes, or 10.9%, compared to the previous quarter. Gold produced for the quarter ended June 30, 2005 of 165,359 ounces was only slightly lower than the preceding quarter when higher grades were fed to the mill. We continue to monitor costs at Morila closely.

19




  Quarter
ended
June 30, 2005		 Quarter
ended
March 31, 2005		 Quarter
ended
June 30, 2004		 Long-term portion of ore stockpiles   23,813 Six Months
ended
June 30, 2005		 Six Months
ended
June 30, 2004
Morila Results (100%)
Mining		                              
Tonnes mined ($000)   6,964     7,815     5,261     14,779     11,886  
Ore tonnes mined ($000)   2,002     1,646     889     3,612     1,776  
Milling       12,054  
    33,902     21,816  
6.  PROPERTY, PLANT AND EQUIPMENT
  Mine properties, mine development costs and mine plant facilities and equipment.

<;" align="right" valign="bottom" colspan="1" nowrap="nowrap"> 
  June 30,
2005
$000		 Dec. 31,
2004
$000
Cost                                  
Tonnes processed ($000)   951     857     867     1,808        
At beginning of year   151,639     174,304  
Disposal of Syama   —     (92,994 ) 
Additions   53,497     70,329  
    205,136   1,662  
Head grade milled (g/t)   5.9     6.6     3.8     6.2     4.3  
  151,639  
Accumulated depreciation Recovery (%)   92.0     92.4     80.0     92.2     83.2  
Ounces produced   165,359     167,272     85,081     332,631     192,196  
Average price received
($/ounce)		   430     428     332     427     360  
Cash operating costs(1)
($/ounce)		   146                
At beginning of year   21,785     102,373  
Disposal of Syama   —     (89,326 ) 
Charge for the year   4,902     8,738  
  166     213     156     183  
Total cash costs(1)
($/ounce)		   176   26,687     21,785  
NET BOOK VALUE     198   178,449     129,854  
7.  DEFERRED STRIPPING COSTS

  June 30,
2005
$000		 Dec. 31,
2004
$000
Closing balance   12,011     14,884  
Non current portion   6,871     8,514  
Current portion   5,140     6,370  
Total   12,011     14,884  

In addition to the above, pre-production stripping costs of $3 million was capitalized as part of mining assets.

  The deferred stripping balances at June 30, 2005 and December 31, 2004 pertain to the Morila mine. In terms of the life of mine plan, pre-stripping is performed in the earlier years. This results in the cost associated with waste stripped at a rate higher than the expected pit life average stripping ratio, being deferred to those years. These costs will be released in the period where the actual stripping ratio decreases to below such expected pit life ratio. The expected pit life average stripping ratios used to calculate the deferred stripping were 4.93 for the six months ended June 20, 2005 and 4.36 for the fiscal year ended December 31, 2004. These stripping ratios were calculated taking into account the actual strip ratios achieved of 3.05 for the six months ended June 30, 2005 and 3.98 for the fiscal year ended December 31, 2004.

F-8



8.  PROVISION FOR CLOSURE AND RESTORATION

  June 30,
2005
$000		 Dec. 31,
2004
$000
Opening balance       238     187     208  
Cash profit ($000)   40,813     46,773     9,070     87,585     28,478  
Our share (40%)                              
Ounces produced   66,144     66,908     3,701     5,962  
Disposal of Syama   —     (2,438 ) 
Additions   5,171     177  
    8,872     3,701 34,032      
  As at June 30, 2005, $4.9 million of the liability relates to Somilo (December 31, 2004 $nil) which the Company based on estimates provided by environmental consultants in connection with the Loulo feasibility study. This has been adjusted for the time value of money, while $4 million relates to Morila (December 31, 2004: $3.7 million).
  The provisions for close down and restoration costs include estimates for the effect of future inflation and have been discounted to their present value at 6% per annum, being an estimate of the cost of borrowing.
  Although limited environmental rehabilitation regulations currently exist in Mali to govern the mines, management has based the environmental rehabilitation accrual using the standards as set by the World Bank, which require an environmental management plan, an annual environmental report, a closure plan, an up-to-date register of plans of the facility, preservation of public safety on closure, carrying out rehabilitation works and ensuring sufficient funds exist for the closure works. However, it is reasonably possible that the Group's estimate of its ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.
  The Group is committed to rehabilitation of its properties. To ensure that it is adequately provided to do so, it makes use of independent environmental consultants for advice and it also uses past experience in similar situations to ensure that the provisions for rehabilitation are adequate.
9.  LONG TERM LIABILITIES

133,052     76,878  
Ounces sold   65,030     74,731     35,026  
  Notes June 30,
2005
$000		 Dec. 31,
2004
$000
Morila power plant finance lease   139,761     76,411  
Cash profit ($000)   16,325           5,376       18,709     3,628     5,787  
Morila oxygen plant finance lease         35,034     11,391  
(1) 998     For a definition of total cash cost, see "Prospectus Summary—Summary Consolidated Financial And Operating Data". Cash operating costs are defined as total cash costs less royalties. Cash operating costs per ounce should not be considered by investors as an alternative to operating profit or net profit attributable to shareholders, as an alternative to other IFRS or U.S. GAAP measures or an indicator of our performance. The calculation of cash operating costs costs per ounce may vary from company to company and may not be comparable to other similarly titled measures of other companies. However, we believe that cash operating costs per ounce is a useful indicator to investors and management of a mining company's performance as it provides an indication of a company's profitability and efficiency, the trends in costs as the company's operations mature, a measure of a company's gross margin per ounce, by comparison of total cash costs per ounce to the spot price of gold, and a benchmark of performance to allow for comparison against other companies. Cash profit is defined as gold sales less total cash costs, as follows:1,045  
Loulo project finance loan   9.1    
Costs Six Months
Ended June 30,
2005		 Six Months
Ended June 30,
2004		 Year Ended
December 31,
2004		 Year Ended
December 31,
2003		 < padding-left: 0pt; text-indent: 0pt; padding-top: 0pt;background-color: #cceeff;" align="right" valign="bottom" colspan="1" nowrap="nowrap">60,504     35,042  
Loulo CAT loan   9.2     3,569     —  
          70,447     41,874  
Year Ended
December 31,
2002
  (In thousands)
Gold sales $ 59,949 Less : Current portion of liabilities           (1,692 $ 27,474   )  $ 73,330   $ 109,573   $ 131,440  
Total cash costs   24,915     16,083   (1,156 ) 
          68,755     40,718  
  All loans are guaranteed or secured.
  9.1. Loulo Project Finance Loan
  A first installment of $35 million was drawn against the loan in December 2004. A further $25 million was drawn down during the six months ending June 30, 2005. The loan is collateralized with the assets of the Loulo Project.
  9.2 Loulo CAT Loan
der-bottom: 1px double #ffffff ; padding-top: 0pt ;background-color: #ffffff;white-space:nowrap;" align="left" valign="bottom"> 
  37,480     30,646     31,419  
Cash profit   35,034     11,391     35,850     78,927     100,02
  The Caterpillar finance facility relates to fifteen 3512B HD generator sets and ancillary equipment purchased from JA Delmas and financed by a loan from Caterpillar Finance for

F-9



   

The staff of the mining contractor, Somadex, recently held a strike that was declared illegal. The strike is now over and workers are returning to work. Production forecasts have not been materially affected because of the availability of significant higher grade ore stockpiles on the run of mine pad.

Anser, the operator of the mine, has undergone a restructuring and major executive staff changes have been implemented. In addition, Morila SA has appointed a chief executive officer at the mine, who is independent of the operator and who reports directly to the Morila SA board. He is expected to take up his position at the mine in the fourth quarter of 2005.

Morila focuses its exploration activities on extending the existing orebody and discovering new deposits which can be processed using the Morila plant. We have targeted for further drilling several areas covered by the Morila joint venture with the potential to host orebodies of similar style and size to Morila. In southern Mali, we continue to develop the regional exploration model and, arising from a three dimensional analysis of the geology, structure and mineralization of the Morila orebody, have re-directed our exploration strategy at the Morila joint venture. At the Samacline target near the

20



current pit, a small area of high grade mineralization has been outlined, which our model indicates is a part of a much bigger system open to the west.

Loulo

In February 2004 we announced that we would develop a new mine at Loulo in western Mali. Since then, we have commenced open pit mining operations at the Loulo 0 and Yalea pits. We produced our first gold in September 2005, ahead of our original schedule. We estimate that the mine will produce a total of approximately 100,000 ounces in 2005. The Loulo open pit operation was designed to produce between 200,000 ounces and 240,000 ounces per annum without taking into account the optimization work relating to the underground project at a total cash cost of between $230 and $260 per ounce.

The following table summarizes our reserves at June 30, 2005 at Loulo:


Loulo Ore
Reserves		 Tonnes
(Mt)		 Grade
(g/t)		 Gold
(Moz)		 Our 80% Share
(Moz)
Loulo 0    000;font-size: 10pt; padding-top:6pt; padding-bottom: 6pt; text-align: left; font-style: normal; width: 426pt"> Loulo. The loan is repayable quarterly over 42 months commencing on August 1, 2005, and bears interest at a fixed rate of 6.03% per annum. The Company together with Randgold Resources (Somilo) Limited jointly guaranteed the repayment of this loan. The average loan repayments of $0.5 million are payable in installments over the term of the loan.
  9.3 Maturities
  The long-term liabilities mature over the following periods:

  June 30,
2005
$000		 Dec. 31,
2004
$000
Not later than 1 year   1,692                    
    1,156  
Later than 1 year and not later than 5 years   68,521     39,434  
Later than 5 years   234     1,284  
    70,447     41,874  
10.  SEGMENT INFORMATION
  The Group's mining and exploration activities are conducted in west and east Africa. An analysis of the group's business segments, excluding inter-group transactions, is set out below. There are no intra-group sales.
  The Group undertakes exploration activities in west and east Africa which are included in the corporate and exploration segment.
  SIX MONTHS ENDED JUNE 30, 2005

Open Pit                        
Proven   7.37     3.63     0.8r.gif" height="1" width="39">
  GROUP'S
40% SHARE
OF MORILA
MINE
$000		     0.69  
Probable   0.35     2.65 LOULO
    
    
    
$000		 CORPORATE
AND
EXPLORATION
    
$000		 TOTAL
    
    
    
$000
PROFIT AND LOSS                         0.03     0.02  
Underground                        
Probable    
Gold sales   59,949     —     —     59,949  
Mine operating costs     5.14     3.98     0.66     0.53 (20,794 )    —     —     (20,794 ) 
Mining operating profit   39,155     —     —     39,155  
Royalties   (4,121 )    —     —     (4,121 ) 
Interest expense   (645 )    —     —     (645 ) 
Interest received   —     —     689     689  
Depreciation and amortization   (4,155 )    —     (747 )    (4,902 ) 
Other income   148     —     125     273  
Exploration and corporate expenditure   (295der-bottom: 1px double #ffffff ; padding-top: 0pt ;background-color: #ffffff;white-space:nowrap;" align="left" valign="bottom"> 
Subtotal   12.86     3.74     1.55     1.24  
Yalea                        
Open pit       )    —     (9,799 )    (10,094 ) 
Share-based payments   —     —     (1,113 )    (1,113 ) 
Income/(loss) before tax and minority interest   30,087     —     (10,845 )    19,242                  
Proven   6.26     3.80     0.76     0.61  
Probable   1.19     4.97     0.19    
Tax and minority interest   —     —     —     —  
Net income/(loss)   30,087     —     (10,845 )    19,242  
TOTAL ASSETS (as at June 30, 2005)   0.15  
Underground         103,559     144,104                   &nbttom: 3px double #000000 ; padding-left: 0pt; text-indent: 0pt; padding-top: 8pt;background-color: #cceeff;" align="right" valign="bottom" colspan="1" nowrap="nowrap">75,204     322,867  

F-10



  SIX MONTHS ENDED JUNE 30, 2004

 
Probable   8.40     6.88     1.86
  GROUP'S
40% SHARE
OF MORILA
MINE
$000		 SYAMA
(MALI)
    
    
$000		 LOULO
    
    
    
$000		 CORPORATE
AND
EXPLORATION
    
$000		     1.49  
Subtotal   15.85 TOTAL
    
    
    
$000
PROFIT AND LOSS             5.52     2.81             2.25  
Proven              
Gold sales   27,474     —     13.63     3.71     1.62       —     —   1.30  
Probable     15.08     27,474  
Mine operating costs   (14,141 )  5.64       2.74     2.19  
Total   28.72     4.72     4.37   —     —     —     (14,141 ) 
  3.49  
•  The Loulo open pit reserve statement has been derived by the Loulo mine staff and reviewed by SRK Consulting, while the underground reserve statement has been directly derived by SRK Consulting.
•  Mining operating profit   13,333 Open pit reserves are estimated at a spot gold price of $375 per ounce, and incorporate our hedging structure. Underground reserves are estimated at $420 per ounce.
•  Dilution of 10% and ore loss of 3% incorporated into the estimation of reserves.
•  Stripping ratio of open pits is 7.2:1.
•  Currently, open pit reserves are planned to be worked through 2011, Loulo 0 underground reserves through 2016 and Yalea underground reserves until 2023. This is based on open pit and underground "stand-alone" projects.

    Construction

The Loulo mine development has made steady progress with the initiation of dry commissioning of certain items in July 2005. Delays were experienced with bulk shipping schedules in June and early July and, to ensure the commissioning program started in July, certain items were air-freighted to the

21



site. The early onset of rains necessitated the rescheduling of the Garra River dam wall and diversion earthworks. The focus is now on the completion of the tailings storage facility which is critical to complete before full production is reached.

The oxide crushing circuit is 95% complete and dry commissioning of this part of the plant has been carried out. The installation of girth gears, gear boxes and mill motors has allowed both mills to be commissioned on oxide material and has enhanced the oxide processing capacity allowing the mine to meet its production build up to year end. The wet commissioning of the carbon in leach circuit commenced in the first week of August and is now complete. All 15 Caterpillar generator sets are on site and operational, ensuring the availability of adequate power supply. In parallel with the Phase 1 commissioning program, construction of the Phase II (hard rock circuit) has started. Infrastructure projects focusing on roads, auxiliary facilities, housing and other amenities are progressing as scheduled. Manpower build-up along with the selection and training of people is well advanced.

    Operations

At Loulo 0 mining activities have to date focused on building the soft ore run of mine pad with Loulo 0 waste. Advanced grade control drilling at Loulo 0 has been completed in the upper 80 meters of the pit. Results show a shallow northerly plunge to high grade mineralization that is parallel to structures present in the hanging wall sediments. Results from drilling indicate moderate mineralization that could extend the pit some 50 meters to the north. Mining of the Loulo 0 ore is scheduled to commence following the completion of the hard rock run of mine pad and ahead of the commissioning of the Phase II circuit. Until then waste rock will be mined to build up the run of mine pad extensions.

During the quarter ended June 30, 2005, mining of oxide ore in the Yalea pit commenced. Topsoil stripping exposed the ore zone, with low grade topsoil being used to line the run of mine pad and build a low-grade stockpile for commissioning. The high grade material was stored separately. Grade control trenches have been dug to help delineate the ore contacts within the oxide ore. Sampling of these trenches has shown the ore/waste contact to be visible and sharp in most cases, which should allow more efficient mining of the orebody. A total of 220,000 tonnes at 4.5g/t for 32,000 ounces were mined, confirming our estimates, and placed on stockpiles ready for processing by quarter end.

    Underground Development Study

We have completed a development study examining the feasibility of mining the down-dip extensions of the Loulo 0 and Yalea open pit orebodies from underground. The results, including estimated reserves as of June 30, 2005, have shown that the project has the potential to add significant mine life. Our board of directors has approved the development of the underground project and we anticipate commencing the decline development for the underground operations in 2006, with full production being achieved in 2009. As a stand-alone underground project, we currently estimate that approximately 1.8 million ounces can be recovered within the first 10 years of production, with the remaining defined ounces recoverable after that period. We have commenced a study that integrates feed from the open pits and underground that, taking into account the capacity of the current metallurgical facility, we expect will lead to more optimal production profiles and longer life.

The underground section will be mined using sub-level open stoping with or without post-fill depending on the grade of the area. Operating costs have been based on a comparison to "mines of this type" with appropriate adjustments for local conditions. Metallurgical test work has confirmed that the deeper ore is no different from the shallower ore and that the current plant will be able to process the underground ore.

The following table summarizes projected capital and operating expenditure estimates for the stand-alone Loulo 0 and Yalea underground project for the periods indicated:

22




  Loulo 0 Yalea
Capital Expenditure            
Capital Expenditure 2006-2009 $40 million $45 million
Ongoing Capital Expenditure (development, fleet and infrastructure) per year $1.7 million $5.2 million
Operating Cost    
Average total cash cost per ounce $262 per ounce $203 per ounce

The reserve estimation does not incorporate or take into account any drilling data subsequent to the end of March 2005, although further drilling has since taken place, the results of which are tabulated below. Both underground orebodies remain open down dip and along strike. Three holes were drilled below the present geological model in the southern and central portions of the orebody. These three drill holes confirmed the continuity of the mineralized structure to a depth of 830 meters below surface.


Hole Id Depth From (m) Depth To (m) Intersection
width (m)		     —     —     —     13,333  
Royalties   (1,942 )    —     —     —     (1,942 ) 
Interest expense   (890 True
width (m)		 Grade
(g/t)		 Including
YDH184   900.0     901.8     1.8     1.4     )    —     —     (30 )    (920 ) 
Interest received   12     —     —     510     522  
Depreciation and amortization   (3,975 )    —     —     (732 )    (4,707 ) 
Gain/(loss) on financial instruments   (426 )  4.73     0.8m @ 8.85g/t  
YDH187     —   &nbs: normal; font-style: normal; background-color: #ffffff;">922.8     925.4     2.6     1.5     2.47        
YDH188   837.1     839.9     2.7     1.9     2.64        
—     2,232     1,806  
Other income/(expenses)   (1,243 )    (658 )    —     733   YDH192   788.0     794.0     6.0     3.0     4.62     1.0m @ 14.50g/t  
YDH192   799.0     806.0     7.0     3.5     1.00     1.0m @ 3.18g/t  
YDH193   765.64     770.4     (1,168 ) 
Exploration and corporate expenditure   (338 )    —     —     (6,849 )    (7,187 ) 
Profit on sale of Syama   —     —     —     7,070     7,070  
Share-based payments   —     —     4.8     4.0       —     (347 )    3.17     0.83m @ 12.20g/t  
YDH194   432.6     448.4     15.8     14.8   (347 ) 
Income/(loss) before tax and minority interest   5.72     5.98m @ 7.90g/t  
YDH195 nt-weight: normal; font-style: normal;background-color: #ffffff;">  4,531     (658 )    —     2,587     6,460  
  405.5     408.4     2.9     2.0     10.45 Tax and minority interest   —     —     —     —     —  
Net income/(loss)        
  4,531     (658 )    —     2,587 YDH196   596.0     625.5     29.5     22.2         6,460  
TOTAL ASSETS (as at June 30, 2004)   86,588     — 3.45     3.20m @ 8.71g/t  
YDH197       27,701     104,098   398.1     407.0     8.9     8.4     218,387  
  4.45     4.10m @ 6.13g/t  
YDH198   433.1     437.1     11.  COMMITMENTS AND CONTINGENT LIABILITIES
  Capital Expenditure

  GROUP
  June 30,
2005
$000		 Dec. 31,
2004
$000
Contracts for capital expenditure   3,409   4.0     3.4     1.68        
YDH210   240.7     267.1    17,119  
Authorized but not contracted for   13,155     8,011  
Total   26.4     25.2     16,564     25,130  
lor: #ffffff;"> 
2.47     12.  RECONCILIATION TO U.S. GAAP
  The Company's consolidated financial statements included in this interim report have been prepared in accordance with IFRS, which differs in certain significant respects from U.S. GAAP. The principal differences between IFRS and U.S. GAAP that affect consolidated net income for the six months ended June 30, 2005 and 2004 and total shareholders' equity as at June 30, 2005 and December 31, 2004, are presented below:

F-11



  RECONCILIATION OF NET INCOME

  Six months ended
June 30,
2005
$000s		 Six months ended
June 30,
2004
$000s
Net income as reported under IFRS   19,242     6.15m @ 5.85g/t  
YDH211   199.0      
Share-based payment compensation   637     1,622 * 
Exploration costs   (3,186 )    —  
Net income under U.S. GAAP   205.9     6.9     6.7     3.85        
16,693     8,082  
Other Comprehensive Income:            
Movement in cash flow hedges during the period   1,638     2,376  
Comprehensive income under U.S. GAAP   YDH212   234.6     237.2     2.6     18,331     10,458  
Basic earnings per share under U.S. GAAP ($)   0.28     2.4     2.56        
YDH213   281.5     290.3     8.8     8.5     2.45     0.14  
Weighted average number of shares used in the computation of basic earnings per share   59,448,149     58,531,920  
Fully diluted earnings per share under U.S. GAAP ($)   0.27     0.14  
Weighted average number of shares used in the computation of fully diluted earnings per share   61,980,423     58,576,681  
  * Restated to reflect adoption of IFRS 2
  Reconciliation of shareholders' equity

   
YDH214   331.1     333.3     2.2
  June 30,
2005
$000s		 Dec. 31,
2004
$000s
Shareholders' equity under IFRS   213,800     191,169  
Exploration costs   (7,102 )    (3,916 ) 
Shareholders' equity under U.S. GAAP   206,698     2.1     7.64     187,253  
  SHARE-BASED PAYMENTS
  The Company has an employee share option scheme ("Randgold Resources Share Option Scheme" hereafter referred to as the RRSO scheme) under which all employees may be granted options to purchase shares in RRL's authorized but unissued common stock. As at June 30, 2005, 9,668,579 shares were available to be exercised in terms of the RRSO scheme rules. During the six months ended June 30, 2005, 212,200 shares were exercised and 150,000 shares were granted at an average price of $12.78 per share.
  Prior to January 1, 2005, there was no requirement to recognize share-based compensation expense under IFRS. The Company adopted IFRS 2 "Accounting for Share-based Payments" ("IFRS 2") from January 1, 2005, in accordance with the standard's transitional provisions. For U.S. GAAP purposes, the Company continues to account #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">       
YDH215   321.9     327.2     5.3     5.2     3.46    

F-12



  The following table illustrates the effect on net income and earnings per share for the six months ended June 30, 2005 and 2004, respectively, as determined under U.S. GAAP as if the Company had applied the fair value recognition provisions of FAS 123, for share-based employee compensation (in thousands except for earnings per share information).

 
  Six months
ended
June 30, 2005
$000		 Six months
ended
June 30, 2004
$000
Net income as reported under U.S. GAAP   16,693     8,082  
Plus: Share-based compensation (expense)/benefit recognized   474     (1,275 ) 
1.0m @ 5.04g/t  
YDH216   404.5     425.2 Less: Pro-forma share-based compensation
expense determined under fair value
based method of all awards		   (1,111 )    (347 )    20.7     19.8     1.87     2.90m @ 3.73g/t  
YDH218   312.8   &nbsr>
Pro-forma net income   16,056     6,460  
Earnings per share:            
Basic – as reported ($)   0.28     0.14  
Basic – pro forma ($)   0.27 330.2     17.4     15.9     3.04     1.85m @ 6.21g/t  
YDH219   299.2     0.11  
Fully diluted – as reported ($)   0.27     302.7     3.5     3.2     5.52        
YDH220   662.0     672.0     10.0     8.3     0.14  
Fully diluted – pro forma ($)   0.26     0.11  
 
  1.62  
  The fair value of options granted in the six months ended June 30, 2005, reported in the pro-forma table above has been estimated at the date of grant using a Black-Scholes option pricing model with the following weighted assumptions:

  May 10, 2005
Expected life (in years)   3  
Risk free interest rate – RRSO Scheme   3.72 % 
Volatility        
YDH226   437.5     464.2   52.12   26.7     18.9     2.74     8.05m @ 6.53g/t  
YDH227   396.6     419.2     22.7     22.4     3.37     13.85m @ 5.15g/t  
YDH229   351.0     371.9     20.9     % 
Dividend yield   0 % 
Weighted average estimated fair value of options granted $ 4.87  
  EXPLORATION COSTS
  During the year ended December 31, 2004, the Company has capitalized certain exploration and evaluation expenditure under its IFRS accounting policy because it is considered probable that a future economic benefit will be generated. Under this accounting policy, expenditure of US$3.9 million incurred during the year ended December 31, 2004 relating to the underground development study at Loulo has been capitalized. US GAAP is more restrictive regarding the capitalization of such costs, since the project involves a different mining method (underground mine as opposed to an open pit) which means that proven and probable reserves need to be established before expenditure can be capitalized. Therefore, since a final feasibility study had not yet been established, this expenditure was expensed as incurrbackground-color: #ffffff;">19.6     4.17 ed under US GAAP.
  PRESENTATION IN FINANCIAL STATEMENTS
  Under IFRS the Company accounts for its interest in the incorporated Morila SA joint venture using the proportionate consolidation method. Under U.S. GAAP interests in incorporated joint ventures are accounted for under the equity method. Although this presentation under U.S. GAAP would have resulted in a significantly different balance sheet and income statement presentation to that currently presented under IFRS, it has no impact on the income and net asset value of the Company, except for any differences between IFRS and U.S. GAAP applicable to the joint venture.

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  The following table presents summarized income statement information for Morila for the six months ended June 30, 2005 and 2004.

  Six Months Ended
  June 30, 2005 June 30, 2004
  $000 $000
Gold sales   139,952    6.27m @ 9.47g/t  
YDH234   252.2     253.4     1.2     1.1     1.13        
YDH239   273.7         68,686  
Profit from mining activity   84,685     28,480  
Other expenses   10,576     17,152  
Net income   74,109     11,328  

F-14



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Indemnification of Directors and Officers

Subject to the provisions of the 1991 Law, our Articles of Association allow us to indemnify, out of our assets, our Directors, alternate Directors, Secretary or other officers against all costs, charges, losses, damages and liabilities incurred in the execution or discharge of their duties or the exercise of their powers. This indemnity extends to any liability incurred by such person in defending any civil or criminal proceedings relating to any act or omission by such person as our officer or employee in which judgment is granted in his favor or in which he is acquitted or relief is granted to him.

Subject to the 1991 Law, our Articles of Association allow us to purchase and maintain insurance at our expense for the benefit of any person who is or was at any time a Director or other officer or employee of ours or of any other company which is a subsidiary or subsidiary undertaking of ours or in which we have an interest indemnifying such person against any liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, officer or employee.

Article 77 of the 1991 Law, provides that a company or any of its subsidiaries or any other person, may not exempt any person from, or indemnify any person against, any liability incurred by him as a result of being an officer of the company except where the company is exempting him from or indemnifying him against:

(a)    any liabilities incurred in defending any proceedings (whether civil or criminal)

(i)    in which judgment is given in his favor or he is acquitted, or

(ii)    which are discontinued otherwise than for some benefit conferred by him or on his behalf or some detriment suffered by him, or

(iii)    which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company, he was substantially successful on the merits in his resistance to the proceedings; or

(b)    any liability incurred otherwise than to the company if he acted in good faith with a view to the best interests of the company; or

(c)    any liability incurred in connection with an application made under Article 212 of the 1991 Law in which relief is granted to him by the court; or

(d)    any liability against which the company normally maintains insurance for persons other than directors.

The 1991 Law permits a company to purchase and maintain insurance regarding the indemnification of its officers.

We maintain directors and officers insurance to protect our officers and directors from specified liabilities that may arise in the course of their service to us in those capacities. We have never purchased insurance covering our auditors.

Item 9.    Exhibits


Exhibit No. Description
1.1*279.0     5.3     4.9     1.04        
YDH240   536.2     547.4     11.2     10.4     6.38        

We will continue drilling with the goal of increasing reserves by year end.

Loulo's exploration focus is to discover additional ore from the 372 square kilometer permit and we have identified numerous targets in addition to Loulo 0 and Yalea. An intensive drilling program is already underway. Outside of the Loulo permit lease, we are exploring other mineral rights within the Mali west region.

23



Tongon

The Tongon project is located in northern Côte d'Ivoire, 628 kilometers north of Abidjan within the 671km2 Nielle permit. Progress continues to be made towards implementation of the peace accord in Côte d'Ivoire and elections are planned for October 2005. Field work remains on hold and will recommence following peaceful elections. The progress being made toward peace in the country has led us to review the economics of the project. We have updated the June 2002 pre-feasibility study on Tongon with new parameters reflecting current market conditions.

Mineralized material amounting to 35.98 million tonnes at 2.77 grams per tonne for a total of 3.2 million ounces forms the basis for the study using the following parameters for the base case:

•  Potentially mineable material of 13.65 million tonnes at a grade of 3.27 grams per tonne for only the southern zone, assuming dilution of 15% and ore loss of 2%;
Form of Underwriting Agreement.
5.1* Opinion of Ogier & Le Masurier, as to the legality of the Ordinary Shares.
23.1 Consent of PricewaterhouseCoopers LLP.

II-I




Exhibit No. Description
23.2 Consent of PricewaterhouseCoopers Inc.
23.3* •  Strip ratio of 4.26:1 and cost of $1.51 per tonne mined over the life of mine;
•  Recoveries of 97.4% for oxides and 82.1% for sulfides;
•  Production rates of 240,000 tonnes per month in oxides and 200,000 tonnes per month in sulfides;
•  Life of mine unit cost of approximately $22 per tonne milled and $260 per ounce cash cost;
Randgold Resources Limited: August 2005 Reserve Review
23.4* Consent to use of Reserve Statement pertaining to the Morila and Loulo Projects, Mali, from SRK Consulting.
* Previously filed.

Item 10.    Undertakings

(a)    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 hereof or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-II



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Helier, Jersey, on October 26, 2005.


    Randgold Resources Limited
  By: /s/ D. Mark Bristow
  •  Total life of mine capital cost of $111 million;
•  Gold price of $400 per ounce flat;
  Name: D. Mark Bristow
    Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature Title Date
* Chief Executive Officer and Director (Principal Executive Officer) October 26, 2005
D. Mark Bristow
* Finance Director and Director (Principal Financial and Accounting Officer) October 26, 2005
•  Côte d'Ivoire royalty of 3% on gold sales; and
•  Five year tax holiday.

On the basis of a preliminary economic assessment, the project meets our hurdle rates for further investment. This assessment takes into account the substantial increases in diesel, steel and transportation costs affecting mining projects worldwide. While we have not committed to constructing a mine at Tongon, our feasibility work to date and a preliminary economic assessment of that work, together with the current gold price environment, indicates that a profitable mine could be developed. We have designed a 27,000 meter drilling program to close the interhole spacing to a 50 meter x 50 meter grid to allow the completion of a final feasibility study and we will make a production decision after a final feasibility study, which we expect would be completed within two years of the re-start of exploration activities.

Exploration Activities

Our exploration activities are focer.gif" height="1" width="1">
Roger A. Williams
* Director October 26, 2005
Philippe Liétard
* Director October 26, 2005
Bernard H. Asher
* Director October 26, 2005
Jean-Antused on the extension of existing orebodies and identification of new orebodies both at existing sites and at undeveloped sites. Once a potential orebody has been discovered, we extend and intensify our exploration efforts to more clearly define the orebody and the potential portions to be mined. We constantly refine our geological techniques to improve the success of prospecting and mining activities.

We employ a multi-disciplinary exploration team to explore and develop opportunities in a phased approach. When we evaluate potential exploration targets, we initially assess the political and economic considerations, including fiscal policies, in addition to geological factors. We only have interests in countries which have satisfactory criteria in this regard.

We follow detailed procedures in the exploration and evaluation of potential gold mineralization. The first phase involves target generation, including the identification of prospective areas and acquisition of permits. In the second phase of our exploration program, we verify previously identified gold targets generated from remote sensing data (i.e., geophysics and landsat). In the third phase, work is focused on detailed follow-up of selected gold targets and includes trenching and diamond or reverse circulation drilling. The final exploratory phase involves definition drilling on a specific mineralized body as part of the feasibility work.

24



The gold-bearing rocks of west Africa have been covered by conventional exploration techniques while other areas have seen little modern day exploration. In areas previously covered by first-pass exploration, most of the obvious anomalies will have been investigated to some degree. For example, the Morila, Yalea and Tongon gold deposits were discovered by us in areas that had undergone several years of previous exploration. In areas where we lack basic data coverage we conduct or acquire our own surveys, for example geophysics, remote sensing, geochemistry, geologic and regolith mapping. Our long-term commitment to building a comprehensive geologic framework serves as our roadmap to discovery and differentiates us from our competitors.

During the past field season, in addition to the ongoing exploration on our own permits, the main emphasis has been on our generative function in west and east Africa. This has led to the compilation of a new west African Geographic Information System, or GIS, study which has been cascaded down to a country by country review and target generation exercise. The results of this study have been the acquisition of seven new permits in three countries (2,021km2) and the submission of an additional 15 applications (9,317km2) within five countries. We now have a total land package of 11,537km2 in five African countries and a portfolio of 141 targets.

    Loulo

At Loulo, five exploration rigs continue to drill. Three diamond core rigs tested Yalea, an RC rig completed advanced grade control and a RAB rig tested targets along the extensions of the main mineralized structures. The current 50,000 meter deep drilling program using the three diamond core rigs, which commenced in October 2004, is continuing; approximately 10,000 meters is still to be completed and is expected to be completed by December 2005. In addition to the resource conversion and underground development associated with the known resources, encouraging drilling results are boine Cramer
* Director October 26, 2005
Robert I. Israel
* Director Exploration has now commenced at Sitakili, 21 kilometers east of Loulo. Geologically, mineralization occurs within an antiformal sequence of metasediments. To date, three structural corridors intruded by dykes have been identified, each with a width of approximately 100 meters and strike of three kilometers with values up to 19g/t from rock chips. We are also exploring the Selou permit which is located to the south of the Loulo Permit.

    Morila

In the Morila region, a diamond drilling program has tested three targets, confirming a flat lying structural architecture and sediments with evidence of alteration similar to Morila but results received to date have shown no significant gold grades. Elsewhere in southern Mali, a generative study has led to further permit acquisitions.

    Senegal

In Senegal, in addition to our ongoing regional exploration and target prioritization, work at Bambaraya has identified a wide zone of iron carbonate alteration associated with mineralization and new trenches 100 meters north and 150 meters southwest of the main zone have intersected significant mineralization (BBTR04: six meters at 1.76g/t, four meters at 5.48g/t and 12 meters at 4.06g/t;

25



BBTR06: 12 meters at 2.34g/t). Infill drilling at Sofia has increased our knowledge of the target. We see a variation in the mineralization from broad low-grade envelopes to narrow high grade intercepts along the 3,400 meter anomalous corridor. Presently the inter-hole spacing is 400 meters and between the best holes drilled in terms of results (44 meters at 2g/t and six meters at 9.5g/t), there is a combined strike of 1,600 meters untested. At Tombo, a small low-grade resource has been identified with limited upside potential. In addition one new permit has been granted consolidating our groundholding around Sabodala. Two further permits have been applied for and negotiations are being finalized with a Senegalese company on a new joint venture opportunity.

    Burkina Faso

In Burkina Faso, exploration has continued in the Kiaka and Danfora regions. However, the emphasis has recently shifted to the Kiaka area. This area lies along a regional structure containing several gold deposits. At one of these deposits a mine is under construction and the others are in advanced stages of exploration or feasibility.

    Ghana

In Ghana, work continued on generating new regional targets. As a result, applications have been made for four reconnaissance permits and due diligences have been undertaken on a number of joint venture opportunities.

    Tanzania

In Tanzania, reconnaissance exploration continues both in the Mara and Musoma greenstone belts to understand the geology and structural architecture leading to the identification of targets. This regional information combined with the acquisition and processing of geophysics over both areas of activity during the last quarter has enhanced our structural understanding and our ability to focus follow up work. RAB drill programs are being motivated to test beneath complex regolith profiles in favorable structural locations. We have been granted a new permit, Buhemba South, surrounding the Buhemba mine.

The following table outlines the status of our permits as of June 30, 2005:


Country Type Area
(Sq Km)		 Area
(Sq Miles)		 Equity
(%)
MALI   October 26, 2005
Aubrey L. Paverd
*By:  /s/ D. Mark Bristow                        
Attorney-in-Fact

II-III



SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Randgold Resources Limited, has signed this Registration Statement and any amendment thereto in the City of New York, State of New York, on October 26, 2005.


text-indent: 0pt;padding-top: 0pt; background-color: #cceeff;" align="right" valign="bottom" colspan="3">  
   
Loulo EP 372 144 80
Morila
  By:    *
    EEP 289 112 80
Morila EP Robert I. Israel
*By:  /s/ D. Mark Bristow                        
Attorney-in-Fact

II-IV