EX-4.42






Exhibit 4.42









RANDGOLD RESOURCES LIMITED

REG NO. 62686

LA MOTTE CHAMBERS

ST HELIER

JERSEY

JEI IBJ

CHANNEL ISLANDS

www.randgoldresources.com

TEL : +44 1534 735 333

FAX : +44 1534 735 444




Mr E Oti

New Mining CI

Greenhaven Court

1A Montague Place

London

W1H 2EP




19th September 2008




Dear Mr Oti,




Following our meeting with yourself and Dr Mark Bristow in July, I wanted to clarify NMCI’s
position with regards to the funding option relating to the development of the Tongon Project. At
the meeting, you indicated that it was NMCI’s intention to exercise the funding option, such that
Randgold would fund your share of the capital cost for the project development, and as a result,
you would retain a carried 6% interest in the project (as per the agreement we signed in April
2008).



We are now finalising the incorporation of the Tongon Mining Company, and would like to ensure
that, at the outset, we have incorporated the company correctly with the right percentage
shareholdings being owned by the various partners. As such, we have drafted the attached agreement
to confirm your election to exercise the funding option.



On this basis, the company will be incorporated with the following shareholdings;




‘Government of Cote d’Ivoire’ — 10%

‘NMCI’ —                 
                         6% — carried by RRL and redeemed from 50% attributable dividend flow

‘Randgold Resources’ —              84%




If you are in agreement with this proposal, please could I ask you to sign both copies of the
agreement, and return one copy to myself.



 









 





Should you wish to discuss any aspects of the proposal, please do not hesitate to contact me.



Kind regards




Yours sincerely,




	 	 	 	 	 
	 

	 	 	 	 
	/s/ Graham Shuttleworth
 


	 	 	 	 
	Mr Graham Shuttleworth
	 	 	 	 
	Financial Director
	 	 	 	 






 









 






Mr E Oti

New Mining CI

Greenhaven Court

1A Montague Place

London

W1H 2EP




19th September 2008




Dear Sirs




Tongon Project Joint Venture




New Mining C.I. (“NMC”) and Randgold Resources (Côte d’Ivoire) Limited (“RR”) entered into a joint
venture agreement dated 13 January 1997 (the “Joint Venture Agreement”) which was amended by a deed
of amendment dated 4 April 2008 (the “Deed of Amendment”).



Terms defined in the Joint Venture Agreement and the Deed of Amendment shall, save to the extent
they are amended by this letter and to the extent that the context otherwise requires, bear the
same meaning in this letter.



RR hereby acknowledges NMC’s election, pursuant to clause 2.4 of the Deed of Amendment and
notwithstanding clause 4.3 of the Joint Venture Agreement, that RR shall provide its (NMC’s) share
of the funding for the development of the Tongon Project. In accordance with clause 2.4 of the
Deed of Amendment:




	 	(a)	 	RR will provide the NMC Funding on behalf of NMC which funding will accrue interest on
the amount outstanding by NMC at an annual interest rate equivalent to LIBOR plus 2 per
cent., provided that if RR elects to obtain third party funding for the project, then the
interest rate will be the actual interest rate obtained for the project, including all
related costs, plus 1 per cent.; and
	 
	 	(b)	 	the respective Participating Interests of the Parties shall be amended as follows:




RR:        93.34 per cent.;



NMC:    6.66 per cent.; and





	 	(c)	 	50 per cent. of the income (after apportioning costs) produced by the Tongon Project
which is attributable to NMC’s 6.66 per cent. Participating Interest, shall be applied in
the repayment to RR of the NMC Funding, including accrued interest, and NMC shall be
entitled to the remaining 50 per cent.; and
	 
	 	(d)	 	clause 4 of the Joint Venture Agreement shall be construed accordingly.




 









 










This letter (and any dispute, controversy, proceedings or claim of whatever nature arising out
of or in any way relating to this letter shall be governed by and construed in accordance with
English law, and each of NMC and RR submit to the exclusive jurisdiction of the courts of
England in connection with any such dispute, controversy, proceedings or claim.




Yours faithfully



	 	 	 	 	 
	 

	 	 	 	 
	/s/ G.P. Shuttleworth
 


	 	 	 	 
	For and on behalf of Randgold Resources (Côte d’Ivoire) Limited	 	 






We agree and accept the terms of this letter



	 	 	 	 	 
	/s/ Emmanuel Oti
 


	 	 	 	 
	For and on behalf of New Mining C.I.