Exhibit 4.46







Dated: 2 February 2017 DEED OF INDEMNITY between RANDGOLD RESOURCES
LIMITED and OLIVIA KIRTLEY 





    	 



    	 



    






  THIS DEED is made on 2
FEBRUARY 2017 BETWEEN (1)
RANDGOLD RESOURCES LIMITED, (No. 62686) registered in Jersey whose registered office is at 3rd Floor, Unity Chambers,
28 Halkett Street, St. Helier, Jersey JE2 4WJ (the "Company"); and (2) OLIVIA KIRTELY of 47 Harwood Road, Louisville,
KY 40222 Kentucky, United States of America (the "Director"). THE PARTIES AGREE AS FOLLOWS: 1. INTERPRETATION 1.1 In
this deed, "Law" means the Jersey (Companies) Law 1991 (as amended from time to time); 1.2 The headings in this deed
shall not affect its interpretation. 1.3 References in this deed to statutory provisions shall be construed as references to those
statutory provisions as amended or re-enacted or both from time to time and shall include any substantive legislation made under
the statutory or legislative provision (whether with or without modification). 1.4 References to clauses or schedules, unless
otherwise stated, are to clauses or schedules to this deed. 2. INDEMNITY 2.1 Subject to the terms of this deed, the Company hereby
agrees (without prejudice to any other indemnity to which the Director may otherwise be entitled) to indemnify and keep indemnified
and hold harmless the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses
(including, without limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred
with the prior written consent of the Company) ("Liability" or "Liabilities") which may be made against her
or which he may suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported
execution or discharge of her duties or responsibilities or the exercise or purported exercise of her powers or discretions as
a director or officer or employee of the Company or any other companies of which she has been requested to act as director or
other such officer by the Company (“Associated Companies”) or otherwise in relation thereto or in connection therewith,
including (but without limitation) and any Liability reasonably incurred or suffered in relation to any reasonable settlement
in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2
Subject to the terms of this deed, the Company shall pay the reasonable legal and other costs and expenses (the "Costs")
incurred by the Director in defending any claim, action or proceedings (whether civil, criminal or regulatory) in connection with
the actual or purported execution and/or discharge of the duties of her office and/or the actual or purported exercise of her
powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the Law
other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company or any Associated Companies
by way of a loan, save where the Company considers (acting reasonably) that it would not promote the success of the Company to
do so. The following provisions shall apply:





    	 



    	 



    






  (a) the Company (acting reasonably) may impose such
terms as it sees fit in connection with the granting of such loan; (b) the Director shall repay any amount so paid or advanced
(and discharge any liability of the Company incurred under any transaction in connection with the matters referred to above) in
the event that the Director is convicted or judgment is given against her in the proceedings or the court refuses to grant the
Director relief on the application on the date on which the conviction, judgment or refusal of relief (as applicable) becomes
final; (c) if once the claim, action or proceedings have been finally concluded and there has been no adverse judgement against
the Director, the Director shall be exonerated from the obligation to repay the loan and the Company's indemnity obligation in
clause 2 shall be thereby satisfied. 3. EXCLUSIONS AND LIMITATIONS 3.1 The Director shall not be entitled to be indemnified by
the Company under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by her: (a) to the Company
or any Associated Companies (as applicable); (b) to pay a fine imposed in criminal proceedings or a sum payable to a regulatory
authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); (c)
in defending any criminal proceedings in which she is convicted and such conviction has become final; (d) in defending any civil
proceedings brought by the Company or any Associated Companies in which a final judgment is given against her; (e) in connection
with any application under Article 212 of the Law in which the court refuses to grant her relief and such refusal has become final;
or (f) where otherwise prohibited by the Law or any other applicable law. 3.2 The indemnity in clause 2.1 and/or undertaking to
discharge costs in clause 2.2 shall not apply to the extent that: (a) the Liability is recovered from any insurers; (b) the Liability
or Costs (as the case may be) are prohibited by the Law or otherwise by virtue of any rule of law; (c) the Liability is in respect
of death or personal injury or similar matters within the scope (ignoring any exclusions) of the Company's employer liability
insurance from time to time; (d) a Liability arises from an act or omission of the Director which is shown to have been in bad
faith (including one involving fraud or fraudulent concealment by the Director) or arising from the Director's gross negligence
or wilful default or her acting beyond the scope of her authority; (e) the Director has received a financial benefit to which
she is not entitled; or 2





    	 



    	 



    






  (f) it relates to tax or social security charges
(including National Insurance) payable on remuneration or other benefits received by such Director. 3.3 The Director shall have
no right to indemnity in respect of any Costs incurred in connection with disqualification or wrongful trading proceedings brought
against the Director under the Companies (Jersey) Law 1991 (as amended) (or, in either case, any equivalent legislation in any
other jurisdiction). 3.4 Subject to clause 7, the Director shall continue to be indemnified under the terms of the indemnity in
clause 2.1, notwithstanding that she may have ceased to be a director of the Company, for six years following the date of such
cessation. 4. CONDUCT AND SETTLEMENT OF CLAIMS 4.1 Clauses 4.2 and 4.3 shall apply in circumstances where: (a) the Director becomes
aware of any facts or circumstances which may lead to the Company being required to make any payment under clause 2 (Indemnity);
(b) the Director is or may be entitled to make recovery from some other person (including under any applicable directors' and
officers' insurance policy) of any sum in respect of any facts or circumstances by reference to which the Director has or may
have a claim against the Company under clause 2 (Indemnity); or (c) the Company shall
have paid to the Director an amount in respect of a claim under clause 2 (Indemnity)
and subsequent to the making of such payment the Director becomes or shall become entitled to recover from some other person (including
as aforesaid) a sum which is referable to that payment. 4.2 The Director shall: (a) promptly and diligently take all such action
and give all such information and assistance as the Company may reasonably request (including, without limitation, instituting
such proceedings and instructing such professional advisers as the Company may nominate to act on behalf of the Director) in order
to avoid, dispute, resist, compromise, defend or appeal against any such claim against the Director as is referred to in clause
4.1 as the case may be; (b) except where the claim is brought by the Company or any Associated Companies, allow the Company to
take over and conduct in the Director's name the defence, settlement or appeal of any claim or to prosecute in her name for its
own benefit any claim. The Company shall have sole discretion in the conduct or settlement of any claim; (c) make no admission
of liability, agreement, settlement or compromise in relation to any such claim or Liability without the prior written consent
of the Company, such consent not to be unreasonably withheld or delayed; and (d) in the case of clause 4.1(c) only, promptly repay
to the Company an amount equal to the amount so recovered (less any tax thereon and costs of recovery) or, if lower, the amount
paid by the Company to the Director. 4.3 The Director shall: (a) as soon as reasonably practicable, notify the Company in writing
of any fact, matter, event or circumstance coming to her notice whereby it appears that the Company is, or may be, liable to make
any payment under clause 2 (Indemnity) or that the Director





    	 



    	 



    






shall become or may become entitled to recover from some other
person a sum which is referable to a payment already made by the Company in respect of such a claim; and  (b) at all
times keep the Company fully informed of all material developments and any material action which is proposed to be taken in connection
with any such claim; and (c) give all such information and documentation (regardless of how it is recorded or stored) as the Company
shall reasonably request in connection therewith and also in connection with any proceedings instituted by or against the Director
under clause 4.1. 4.4 The Company shall, in the event that a payment is made to the Director under this deed, be entitled to recover
from the Director an amount equal to any payment received by the Director under any policy of insurance or from any other third
party source to the extent that such payment relates to the Liability, and any payment under this deed shall be made by the Company
to the Director on that basis. The Director shall pay over such sum immediately upon the Company's request. 4.5 In the event of
any payment having been made under this deed and the Director subsequently becomes entitled to recover under any policy of insurance
or from any third party source, any sum which relates to the Liability, the Director shall take all necessary steps to enforce
such recovery and shall forthwith repay to the Company so much of the amount received by the Director to the extent that such
payment relates to the Liability. 5. DIRECTORS AND OFFICERS INSURANCE 5.1 The Company shall use its best endeavours to purchase
(if it has not done so already) and maintain for each director of the Company (including the Director), while such person is a
director or officer (or holds an equivalent position under the laws of any relevant jurisdiction) of the Company or any Associated
Companies and for a period of six years after he ceases to hold any such position, directors' and officers' liability insurance
in respect of acts and omissions occurring or alleged to have occurred in connection with any such position. As and when any such
insurance falls for renewal in accordance with its terms, or the existing policy expires and the Company seeks to obtain alternative
cover, the Company shall use its best endeavours to effect such renewal, or obtain alternative cover subject to the availability
of reasonable commercial terms. The Company shall ensure that the Director is, and all other directors of the Company are, provided
at all times with a copy of the Company's current directors' and officers' liability insurance policy, in so far as it relates
to each director, or a summary of the terms thereof. 5.2 Nothing contained in this deed modifies any obligation imposed upon the
Director under the terms of the Company's directors' and officers' liability insurance in force from time to time and nor will
the terms of this deed take precedence over any other obligation, whether under the policy or otherwise, that the Director might
have to assist the Company in complying with any obligations that it may have under the terms of such policy. 6. TAX 6.1 All sums
payable by the Company hereunder shall be paid free and without any rights of counterclaim or set-off and without deduction and
withholding on any ground whatsoever, save only as may be required by law or where the right of counterclaim or set-off arises
as a result of the Director's failure to fulfil those obligations described in clause 5.2. 6.2 If a payment due from the Company
under this deed is subject to tax (whether by way of direct assessment or withholding at its source),  the Director shall
be entitled to receive from 4





    	 



    	 



    






the Company such amounts as will ensure that he will retain,
after payment of the tax so chargeable, the amount she would have retained had the payment not been subject to taxation. 7. TERMINATION
7.1 In the event of a dismissal of the Director in any of the circumstances provided for in clause 7.2: (a) the Director's rights
under this deed shall terminate immediately save that such termination shall not affect any rights which the Director may have
to claim under this deed in respect of any facts, circumstances or matters arising prior to the date of termination (notwithstanding
that no such claim may have been made as at that date) which are unrelated (directly or indirectly) to the circumstances which
gave rise to the relevant dismissal]; and (b) the Director shall forthwith repay to the Company all amounts paid by the Company
to or on behalf of the Director pursuant to this deed [to the extent that such payments are related to (whether directly or indirectly)
the circumstances which gave rise to the dismissal. 7.2 The provisions of clause 7.1 shall apply in the event that the Director's
engagement as a director, officer or employee of the Company or of any Associated Company is terminated in circumstances where:
the Director has been guilty of any serious or (after having received a written warning from the chief executive) repeated breach
of the Director's contract of employment/services (if any), or the Director is guilty of serious misconduct or any other conduct
which affects or in the reasonable opinion of the Company constitutes a serious neglect or breach of the Director's duties as
a director or is likely to affect prejudicially the interests of the Company or any Associated Company. 8. ASSIGNMENT The Director
may not at any time assign (save for assignments by operation of law), transfer, charge or declare a trust of, the benefit of
all or any part of its rights or obligations under this deed without the prior written consent of the Company. 9. COUNTERPARTS
This deed may be executed in any number of counterparts and provided that every party has executed a counterpart, the counterparts
together shall constitute a binding and enforceable agreement between the parties. 10. NOTICES 10.1 Any notice or other document
to be served under this deed must be in writing in English and may be delivered by hand or sent by post to the party to be served
at its address as follows: (a) to the Company at its then registered office, marked for the attention of the Company Secretary,
or (b) to the Director at her last known residential address, or at such other address as it may have notified to the other party
in accordance with this clause 10. Any notice or other documents sent by post shall be sent by prepaid first class post (if within
the Jersey) or by prepaid airmail (if elsewhere). 5





    	 



    	 



    






 10.2 Any notice or document
shall be deemed to have been served: (a) if delivered, at the time of delivery; or (b) if posted, on the Business Day after it
was put into the post, if sent within Jersey, or on the fifth Business Day after it was put into the post, if sent by airmail.
For the purposes of this clause “Business Day” means a day (other than a Saturday or Sunday) on which banks are generally
open in Jersey for normal business. 10.3 In proving service of a notice or other formal communication, it shall be sufficient
to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted (either
by prepaid first class post or by prepaid airmail, as the case may be). 11. GENERAL 11.1 Save insofar as the Company is required
to disclose information about this deed in compliance with any legal or regulatory obligation, the existence of this deed and
its contents, and the negotiations that preceded its being entered into, are confidential to the parties and shall not be disclosed
by the Director to any third party, except as may be required by law or any regulatory authority or the rules or customs of any
stock exchange. 11.2 Nothing in this deed shall be construed as requiring either party to do any act or thing which is in breach
of the laws or regulations of any country having jurisdiction over the actions of that person. 11.3 With effect from the date
of this deed, this deed supersedes any previous agreement between the Director and the Company or any Associated Company relating
to the subject matter of this deed, including any indemnity right previously given by the Company or any Associated Company to
the Director in respect of any of the matters covered by this deed. 11.4 This deed represents the whole agreement between the
Company and the Director in respect of the Director's right to indemnity under this deed. The Director acknowledges that no additional
right to indemnity from the Company exists or shall arise under any other document, agreement or deed (including without limitation
the memorandum or articles of association of the Company) except by way of express written amendment to this deed. 11.5 A person
(other than the Company) who is not Director, or the executor or personal representative of Director, may not enforce any of its
terms. 11.6 If a term of this deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
(a) the legality, validity or enforceability in that jurisdiction of any other term of this deed; or (b) the legality, validity
or enforceability in other jurisdictions of that or any other provision of this deed. 11.7 None of the rights or obligations of
the Director under this deed may be assigned or transferred without the prior written consent of the Company. 12. GOVERNING LAW
12.1 This deed shall be governed by, and construed in accordance with Jersey law. 6





    	 



    	 



    






 127 .2 Each of the parties to this deed irrevocably
agrees that the courts of the Island of Jersey shall have non-exclusive jurisdiction to hear and decide any suit, action or
proceedings, and/or to settle any disputes, which may arise out of or in connection with this deed and, for these purposes,
each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Island of Jersey. IN WITNESS WHEREOF
this agreement has been executed and delivered as a deed on the date first above written. 





    	 



    	 



    






Executed as a deed by RANDGOLD RESOURCES LIMITED acting by:
Signature of director Signature of witness Name of witness Address of witness Occupation of witness Signed as a deed by OLIVIA
KIRTLEY in the presence of: Witness Signature Name Address