UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 Date of event requiring this shell company report
 For the transition period from  to
 Commission file number: 000-49888
 RANDGOLD RESOURCES LIMITED
  (Translation of Registrants name into English)
 (Jurisdiction of incorporation or organization)
 La Motte Chambers, La Motte Street, St. Helier, Jersey JE1 1BJ, Channel Islands
  Title of each class
    
    Name of each exchange on which registeredOrdinary Shares, par value US $0.05 per Share*
    
    Nasdaq Global Select MarketAmerican Depositary Shares each represented 
by one Ordinary Share
 
  (Title of Class)
  (Title of Class)
  As of December 31, 2008, the Registrant had outstanding 76,506,150 ordinary shares, par
value $0.05 per share
  þ o
  o þ
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  U.S. GAAP  ̈
    
    International Financial
Reporting Standards as issued by
the International Accounting
Standards Board þ
    
    Other o
  o þ
  o þ




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TABLE OF CONTENTS
  
 Index
    
    Page No.Item 1. Identity of Directors, Senior Management and Advisers
    
    
    5Item 2. Offer Statistics and Expected Timetable
    
    
    5Item 3. Key Information
    
    
    6Item 4. Information on the Company
    
    
    18Item 4A. Unresolved Staff Comments
    
    
    59Item 5. Operating and Financial Review and Prospects
    
    
    59Item 6. Directors, Senior Management and Employees
    
    
    75Item 7. Major Shareholders and Related Party Transactions
    
    
    84Item 8. Financial Information
    
    
    86Item 9. The Offer and Listing
    
    
    86Item 10. Additional Information
    
    
    87Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    101Item 12. Description of Securities Other Than Equity Securities
    
    
    105Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    106Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds
    
    106Item 15. Controls and Procedures
    
    
    106Item 16. Reserved
    
    
    107Item 17. Financial Statements
    
    
    108Item 18. Financial Statements
    
    
    108Item 19. Exhibits
    
    
    109
  -ii-




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GLOSSARY OF MINING TECHNICAL TERMS
  Aureole:
    
    A zone of altered country rock around an igneous intrusion.bcm:
    
    Bank cubic meter, a volumetric mining measure, equivalent to a cubic meter.Birrimian:
    
    Geological time era, about 2.1 billion years ago.Carbonate:
    
    A mineral salt typically found in quartz veins and as a product of hydrothermal alteration of
sedimentary rock.Clastic:
    
    Rocks built up of fragments of pre-existing rocks which have been produced by the processes of
weathering and erosion.Cut-off grade:
    
    The lowest grade of material that can be mined and processed considering all applicable costs,
without incurring a loss or gaining a profit.Development:
    
    Activities required to prepare for mining activities and maintain a planned production level.Dilution:
    
    Mixing of ore grade material with non-ore grade/waste material in the mining process.Discordant:
    
    Structurally unconformable.Disseminated:
    
    A term used to describe fine particles of ore or other minerals dispersed through the enclosing
rock.Dyke:
    
    A sheet-like body of igneous rock which is discordant to bedding or foliation.EEP:
    
    Exclusive exploration permit.EP:
    
    Exploration permit.Exploration:
    
    Activities associated with ascertaining the existence, location, extent or quality of
mineralized material, including economic and technical evaluations of mineralized material.Fault:
    
    A fracture or a zone of fractures within a body of rock.Feldspar:
    
    An alumino-silicate mineral.Fold:
    
    A flexure of planar structures within the rocks.Foliation:
    
    A term used to describe planar arrangements of minerals or mineral bands within rocks.Footwall:
    
    The underlying side of a fault, orebody or stope.Fragmentation:
    
    The breakage of rock during blasting in which explosive energy fractures the solid mass into
pieces; the distribution of rock particle sizes after blasting.
 1




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g/t:
    
    Gram of gold per metric tonne.Gabbro:
    
    A dark granular igneous rock composed essentially of labradorite and augite.Gold reserves:
    
    The gold contained within proven and probable reserves on the basis of recoverable material
(reported as mill delivered tonnes and head grade).Gold sales:
    
    Represents the sales of gold at spot and the gains/losses on hedge contracts which have been
delivered into at the designated maturity date. It excludes gains/losses which have been
rolled forward to match future sales. This adjustment is considered appropriate because no
cash is received/paid in respect of such contracts.Grade:
    
    The quantity of metal per unit mass of ore expressed as a percentage or, for gold, as grams of
gold per tonne of ore.Greenstone:
    
    A field term used to describe any weakly metamorphosed rock.Greywacke:
    
    A dark gray, coarse grained, indurated sedimentary rock consisting essentially of quartz,
feldspar, and fragments of other rock types.Head grade:
    
    The grade of the ore as delivered to the metallurgical plant.Hydrothermal:
    
    Pertaining to the action of hot aqueous solutions on rocks.Igneous:
    
    A rock or mineral that solidified from molten or partially molten material.In situ:
    
    In place or within unbroken rock or still in the ground.Kriging:
    
    An interpolation method that minimizes the estimation error in the determination of reserves.Landsat:
    
    Spectral images of the Earths surface.Leaching:
    
    Dissolution of gold from the crushed and milled material, including reclaimed slime, for
absorption and concentration on to the activated carbon.Lower proterozoic:
    
    Era of geological time between 2.5 billion and 1.8 billion years before the present.Measures:
    
    Conversion factors from metric units to US units are provided below:
 Metric Unit
    
    
    
    US Equivalent1 tonne
    
    = 1 t
    
    1.10231 tons1 gram
    
    = 1 g
    
    0.03215 ounces1 gram per tonne
    
    = 1 g/t
    
    0.02917 ounces per ton1 kilogram per tonne
    
    = 1 kg/t
    
    29.16642 ounces per ton1 kilometer
    
    = 1 km
    
    0.621371 miles1 meter
    
    = 1 m
    
    3.28084 feet1 centimeter
    
    = 1 cm
    
    0.3937 inches1 millimeter
    
    = 1 mm
    
    0.03937 inches1 square kilometer
    
    = 1 sq km
    
    0.3861 square miles
 2




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Metamorphism:
    
    A change in the structure or constitution of a rock due to natural agencies, such as pressure
and heat.Mill delivered tonnes:
    
    A quantity, expressed in tonnes, of ore delivered to the metallurgical plant.Milling/mill:
    
    The comminution of the ore, although the term has come to cover the broad range of machinery
inside the treatment plant where the gold is separated from the ore.Mineable:
    
    That portion of a mineralized deposit for which extraction is technically and economically
feasible.Mineralization:
    
    The presence of a target mineral in a mass of host rock.Mineralized material:
    
    A mineralized body which has been delineated by appropriately spaced drilling and/or
underground sampling to support a sufficient tonnage and average grade of metals to warrant
further exploration.
A deposit of mineralized material does not qualify as a reserve until a comprehensive
evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal
and economic feasibility.Moz:
    
    Million troy ounces.Mt:
    
    Million metric tonnes.Open pit:
    
    Mining in which the ore is extracted from a pit. The geometry of the pit may vary with the
characteristics of the orebody.Orebody:
    
    A continuous, well-defined mass of material containing sufficient minerals of economic value to
make extraction economically feasible.Orogenic:
    
    Of or related to mountain building, such as when a belt of the Earths crust is compressed by
lateral forces to form a chain of mountains.Ounce:
    
    One troy ounce, which equals 31.1035 grams.Oxide Ore:
    
    Soft, weathered rock that is oxidized.Payshoot:
    
    A defined zone of economically viable mineralization.Portal:
    
    An entrance to a tunnel or mine.Probable reserves:
    
    Reserves for which quantity and grade and/or quality are computed from information similar to
that used for proven reserves, but the sites for inspection, sampling, and measurement are
farther apart or are otherwise less adequately spaced. The degree of assurance, although lower
than that for proven reserves, is high enough to assume continuity between points of
observation.Prospect:
    
    An area of land with insufficient data available on the mineralization to determine if it is
economically recoverable, but warranting further investigation.Prospecting license 
or permits:
    
    An area for which permission to explore has been granted.PL:
    
    Prospecting License.
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PLR:
    
    Prospecting License (reconnaissance).Proven reserves:
    
    Reserves for which quantity is computed from dimensions revealed in outcrops, trenches,
workings or drill holes; grade and/or quality are computed from the results of detailed
sampling; and the sites for inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth and mineral content of reserves
are well-established.Pyrite:
    
    A brassy-colored mineral of iron sulfide (compound of iron and sulfur).Quartz:
    
    A mineral compound of silicon and oxygen.Quartzite:
    
    Metamorphic rock with interlocking quartz grains displaying a mosaic texture.Refining:
    
    The final stage of metal production in which final impurities are removed from the molten metal
by introducing air and fluxes. The impurities are removed as gases or slag.Regolith:
    
    Weathered products of fresh rock, such as soil, alluvium, colluvium, sands, and hardened
oxidized materials.Rehabilitation:
    
    The process of restoring mined land to a condition approximating its original state.Reserve:
    
    That part of a mineral deposit which could be economically and legally extracted or produced at
the time of the reserve determination.Reverse circulation
(RC) drilling:
    
    A drilling method.Rotary Air Blast
(RAB) drilling:
    
    A drilling method.Sampling:
    
    Taking small pieces of rock at intervals along exposed mineralization for assay (to determine
the mineral content).Sedimentary:
    
    Pertaining to or containing sediment. Used in reference to rocks which are derived from
weathering and are deposited by natural agents, such as air, water and ice.Shear zone:
    
    An elongated area of structural deformation.Silica:
    
    A naturally occurring dioxide of silicon.Sinistral:
    
    A geological term relating to left lateral movement.Stockpile:
    
    A store of unprocessed ore.Stripping:
    
    The process of removing overburden to expose ore.Stripping ratio:
    
    Ratio of waste material to ore material in an open pit mine.Sulfide:
    
    A mineral characterized by the linkages of sulfur with a metal or semi-metal, such as pyrite or
iron sulfide. Also a zone in which sulfide minerals occur.Tailings:
    
    Finely ground rock from which valuable minerals have been extracted by milling.Tonalite:
    
    A type of igneous rock.
 Tonnage:
    
    Quantities where the ton or tonne is an appropriate unit of measure. Typically used to measure
reserves of gold-bearing material in situ or quantities of ore and waste material mined,
transported or milled.Tonne:
    
    One tonne is equal to 1,000 kilograms (also known as a metric ton).Total cash costs:
    
    Total cash costs, as defined in the Gold Institute standard, include mine production, transport
and refinery costs, general and administrative costs, movement in production inventories and
ore stockpiles, transfers to and from deferred stripping where relevant and royalties.Trend:
    
    The arrangement of a group of ore deposits or a geological feature or zone of similar grade
occurring in a linear pattern.Waste:
    
    Rock mined with an insufficient gold content to justify processing.Weathered:
    
    Rock broken down by erosion.
 4




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Statements in this Annual Report concerning our business outlook or future economic performance;
anticipated revenues, expenses or other financial items; and statements concerning assumptions made
or expectations as to any future events, conditions, performance or other matters, are
forward-looking statements as that term is defined under the United States federal securities
laws. Forward-looking statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from those stated in such statements. Factors that could
cause or contribute to such differences include, but are not limited to, those set forth under
Item 3. Key Information  D. Risk Factors in this Annual Report as well as those discussed
elsewhere in this Annual Report and in our other filings with the Securities and Exchange
Commission.
   PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  5




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Item 3. Key Information
 A. SELECTED FINANCIAL DATA
   Year Ended
    
    Year Ended
    
    Year Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,
    
    December 31,$000:
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004STATEMENT OF OPERATIONS DATA:Amounts in accordance with IFRSRevenues
    
    
    338,572
    
    
    
    282,805
    
    
    
    258,304
    
    
    
    151,502
    
    
    
    73,330Profit from operations#
    
    
    75,937
    
    
    
    63,539
    
    
    
    71,616
    
    
    
    49,437
    
    
    
    7,227Net profit attributable to equity shareholders
    
    
    41,569
    
    
    
    42,041
    
    
    
    47,564
    
    
    
    45,507
    
    
    
    13,707Basic earnings per share ($)
    
    
    0.54
    
    
    
    0.60
    
    
    
    0.70
    
    
    
    0.74
    
    
    
    0.23Fully diluted earnings per share ($)
    
    
    0.54
    
    
    
    0.60
    
    
    
    0.69
    
    
    
    0.71
    
    
    
    0.23Weighted average number of shares used in
computation of basic earnings per share (2)
    
    
    76,300,116
    
    
    
    69,588,983
    
    
    
    68,391,792
    
    
    
    61,701,782
    
    
    
    58,870,632Weighted average number of shares used in
computation of fully diluted earnings per
share (2)
    
    
    77,540,198
    
    
    
    70,271,915
    
    
    
    69,331,035
    
    
    
    63,828,996
    
    
    
    59,996,257Other dataTotal cash costs ($  per ounce) (1)
    
    
    467
    
    
    
    356
    
    
    
    296
    
    
    
    201
    
    
    
    208
 
 #
    
    Profit from operations is calculated as profit before income tax under IFRS, excluding finance
income/(loss)-net and profit on sale of Syama.*
    
    Reflects adjustments resulting from the sub-division of shares. At
    
    At
    
    At
    
    At
    
    AtDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,
    
    December 31,$000:
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004BALANCE
SHEET: AMOUNTS IN
ACCORDANCE WITH
IFRSTotal assets
    
    
    821,442
    
    
    
    780,719
    
    
    
    512,164
    
    
    
    462,349
    
    
    
    253,577Long-term loans
    
    
    1,284
    
    
    
    2,773
    
    
    
    25,666
    
    
    
    49,538
    
    
    
    40,718Share capital
    
    
    3,827
    
    
    
    3,809
    
    
    
    3,440
    
    
    
    3,404
    
    
    
    2,961Share premium
    
    
    455,974
    
    
    
    450,814
    
    
    
    213,653
    
    
    
    208,582
    
    
    
    102,342Accumulated profit
    
    
    245,982
    
    
    
    213,567
    
    
    
    178,400
    
    
    
    130,836
    
    
    
    85,329Other reserves
    
    
    (31,387
    )
    
    
    (69,391
    )
    
    
    (59,430
    )
    
    
    (41,000
    )
    
    
    (14,347
    )Shareholders equity
    
    
    674,396
    
    
    
    598,799
    
    
    
    336,063
    
    
    
    301,822
    
    
    
    176,285
 1.
    
    Randgold Resources has identified certain measures that it believes will assist understanding of
the performance of the business. As the measures are not defined under IFRS, they may not be
directly comparable with other companies adjusted measures. The non-GAAP measures are not intended
to be a substitute for, or superior to, any IFRS measures or performance, but management has
included them as these are considered to be important comparables and key measures used within the
business for assessing performance. These measures are further explained below. 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 manufacturers. 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 where relevant, and
royalties.
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Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended$000:
    
    December
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Costs
    
    31, 2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Mine production costs
    
    $
    186,377
    
    
    $
    136,312
    
    
    $
    115,217
    
    
    $
    66,612
    
    
    $
    37,468Depreciation and amortization
    
    
    21,333
    
    
    
    20,987
    
    
    
    22,844
    
    
    
    11,910
    
    
    
    8,738Other mining and processing costs
    
    
    13,675
    
    
    
    13,638
    
    
    
    13,006
    
    
    
    7,438
    
    
    
    6,809Transport and refinery costs
    
    
    2,053
    
    
    
    1,595
    
    
    
    711
    
    
    
    360
    
    
    
    233Royalties
    
    
    19,730
    
    
    
    18,307
    
    
    
    16,979
    
    
    
    10,273
    
    
    
    5,304Movement in production inventory
and ore stockpiles
    
    
    (21,865
    )
    
    
    (11,534
    )
    
    
    (13,373
    )
    
    
    (18,744
    )
    
    
    (7,425
    )Total cost of producing gold
determined in accordance with
IFRS
    
    
    221,303
    
    
    
    179,305
    
    
    
    155,384
    
    
    
    77,849
    
    
    
    51,127Less: Non-cash costs included
in total cost of producing gold:Depreciation and amortization
    
    
    (21,333
    )
    
    
    (20,987
    )
    
    
    (22,844
    )
    
    
    (11,910
    )
    
    
    (8,738
    )Total cash costs using the Gold
Institutes guidance
    
    
    199,970
    
    
    
    158,318
    
    
    
    132,540
    
    
    
    65,939
    
    
    
    42,389Ounces produced *
    
    
    428,426
    
    
    
    444,573
    
    
    
    448,242
    
    
    
    328,428
    
    
    
    204,194Total production cost per ounce
under IFRS 
($  per ounce)
    
    
    517
    
    
    
    403
    
    
    
    347
    
    
    
    237
    
    
    
    250Total cash cost per ounce ($  per
ounce)
    
    
    467
    
    
    
    356
    
    
    
    296
    
    
    
    201
    
    
    
    208
 
 *
    
    40% share of Morila and 100% share of Loulo.2.
    
    Effective June 11, 2004, we undertook a split of our ordinary shares, which increased our issued
share capital from 29,273,685 to 58,547,370 ordinary shares. In connection with this share split
our ordinary shareholders of record on June 11, 2004 received two ordinary shares, par value $0.05
per share, for every one ordinary share, par value $0.10 per share, they held. See Item 4.
Information on the Company  A. History and Development of the Company. B. CAPITALIZATION AND INDEBTEDNESS
  7




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C. REASONS FOR THE OFFER AND USE OF PROCEEDS
  D. RISK FACTORS
  Risks Relating to Our Operations
 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.
  
    
    the demand for gold for investment purposes, industrial uses and for use in jewelry;
    
    international or regional political and economic trends;
    
    the strength of the US dollar, the currency in which gold prices generally are quoted,
and of other currencies;
    
    market expectations regarding inflation rates;
    
    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.
  Price Per Ounce ($)Year
    
    High
    
    Low
    
    Average1999
    
    
    326
    
    
    
    253
    
    
    
    2792000
    
    
    313
    
    
    
    264
    
    
    
    2792001
    
    
    293
    
    
    
    256
    
    
    
    2712002
    
    
    349
    
    
    
    278
    
    
    
    3102003
    
    
    416
    
    
    
    320
    
    
    
    3632004
    
    
    454
    
    
    
    375
    
    
    
    4092005
    
    
    537
    
    
    
    411
    
    
    
    4442006
    
    
    725
    
    
    
    525
    
    
    
    604
 8




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Price Per Ounce ($)Year
    
    High
    
    Low
    
    Average2007
    
    
    841
    
    
    
    608
    
    
    
    6952008
    
    
    1,011
    
    
    
    712
    
    
    
    8712009 (through April)
    
    
    947
    
    
    
    867
    
    
    
    904
   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 results of exploratory drilling and an ongoing sampling of the orebodies;
    
    past experience with mining properties;
    
    gold price; and
    
    operating costs.
   The profitability of operations and the cash flows generated by these operations are significantly
affected by the fluctuations in the price, cost and supply of inputs.
   9




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Our results of operations have been adversely affected by increases in fuel prices, and we would be
adversely affected by future increases in fuel prices or disruptions in the supply of fuel.
    Our business may be adversely affected if the Government of Mali fails to repay Value Added Tax, or
TVA, owing to Morila and Loulo.
     Our business may be adversely affected if the Government of Mali fails to repay fuel duties owing
to Morila and Loulo.
  10




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Certain factors may affect our ability to support the carrying value of our property, plant and
equipment, and other assets on our balance sheet.
   We have invested in debt instruments for which the market has become substantially illiquid.
   11




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We may not be able to recover certain funds from MDM Ferroman (Pty) Limited.
     We may incur losses or lose opportunities for gains as a result of our use of our derivative
instruments to protect us against low gold prices.
   Our underground project at Loulo, developing two mines at Yalea and Gara, is subject to all of the
risks associated with underground mining.
  12




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
    
    rockbursts;
    
    seismic events;
    
    underground fires;
    
    cave-ins or falls of ground;
    
    discharges of gases or toxic chemicals;
    
    flooding;
    
    accidents; and
    
    other conditions resulting from drilling, blasting and the removal of material from an
underground mine.
  Our
success may depend on our social and environmental performance.
  Actual cash costs of production, production results and economic returns may differ significantly
from those anticipated by our feasibility studies for new development projects, including Tongon.
  
    
    the availability and timing of necessary environmental and governmental permits;
    
    the timing and cost necessary to construct mining and processing facilities, which can
be considerable;
    
    the availability and cost of skilled labor, power, water and other materials;
    
    the accessibility of transportation and other infrastructure, particularly in remote
locations; and
    
    the availability of funds to finance construction and development activities.
  13




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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.
     Under our joint venture agreement with AngloGold Ashanti Limited, or AngloGold Ashanti, we jointly
manage Morila Limited, and any disputes with AngloGold Ashanti over the management of Morila
Limited could adversely affect our business.
  The use of mining contractors at certain of our operations may expose it to delays or suspensions
in mining activities.
  We may be required to seek funding from the global credit and capital markets to develop our
properties, and the recent weaknesses in those markets could adversely affect our ability to obtain
financing and capital resources.
  14




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##### 



We may not pay dividends to shareholders in the near future.
  If we are unable to attract and retain key personnel our business may be harmed.
  Our insurance coverage may prove inadequate to satisfy future claims against us.
  It may be difficult for you to affect service of process and enforce legal judgments against us or
our affiliates.
   
    
    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;
 15




---



##### 




    
    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.
  We are subject to significant corporate regulation as a public company and failure to comply with
all applicable regulations could subject us to liability or negatively affect our share price.
  Risks Relating to Our Industry
 The exploration of mineral properties is highly speculative in nature, involves substantial
expenditures, and is frequently unproductive.
  
    
    encountering unusual or unexpected formations;
    
    environmental pollution;
    
    personal injury and flooding; and
    
    decrease in reserves due to a lower gold price.
   16




---



##### 



Title to our mineral properties may be challenged which may prevent or severely curtail our use of
the affected properties.
  Our ability to obtain desirable mineral exploration projects in the future may be adversely
affected by competition from other exploration companies.
  Our operations are subject to extensive governmental and environmental regulations, which could
cause us to incur costs that adversely affect our results of operations.
   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.
  Labor disruptions could have an adverse effect on our operating results and financial condition.
  17




---



##### 



AIDS poses risks to us in terms of productivity and costs.
  
 Item 4. Information on the Company
 A. HISTORY AND DEVELOPMENT OF THE COMPANY
      
    
    a 50% joint venture interest in Morila Limited (which in turn owns an 80% interest in
the Morila mine); and
    
    an 80% interest in Somilo.
     18




---



##### 



Principal Capital Expenditures
  Recent Developments
  B. BUSINESS OVERVIEW
 Overview
  19




---



##### 



20




---



##### 



Exploration
  Ownership of Mines and Subsidiaries
     Geology
   21




---



##### 



Reserves
      Proven Reserves
    
    Probable Reserves
    
    Total ReservesOperation/
    
    Tonnes
    
    Grade
    
    Gold
    
    Tonnes
    
    Grade
    
    Gold
    
    Tonnes
    
    Grade
    
    GoldProject
    
    (Mt)
    
    (G/T)
    
    (Moz)
    
    (Mt)
    
    (G/T)
    
    (Moz)
    
    (Mt)
    
    (G/T)
    
    (Moz)Morila +
    
    
    13.74
    
    
    
    2.02
    
    
    
    0.89
    
    
    
    6.88
    
    
    
    1.14
    
    
    
    0.25
    
    
    
    20.62
    
    
    
    1.72
    
    
    
    1.14Loulo * +
    
    
    7.08
    
    
    
    3.38
    
    
    
    0.77
    
    
    
    43.51
    
    
    
    4.60
    
    
    
    6.43
    
    
    
    50.59
    
    
    
    4.42
    
    
    
    7.20Tongon +
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38.25
    
    
    
    2.57
    
    
    
    3.16
    
    
    
    38.25
    
    
    
    2.57
    
    
    
    3.16
 
 *
    
    Includes Loulo underground.+
    
    Our attributable share of Morila is 40%, of Loulo 80% and Tongon 84%.  Mining Operations
     22




---



##### 



12 months ending December 31,
    
    2008
    
    2007Total mined (Mt)
    
    
    26.23
    
    
    
    21.00Ore mined (Mt)
    
    
    3.40
    
    
    
    2.43Mined grade (g/t)
    
    
    3.02
    
    
    
    3.32Strip ratio (waste:ore)
    
    
    6.9:1
    
    
    
    7.6:1Ore milled (Mt)
    
    
    2.72
    
    
    
    2.70Head grade (g/t)
    
    
    3.22
    
    
    
    3.30Recovery (%)
    
    
    91.2
    
    
    
    93.3Ounces produced (oz)
    
    
    258,095
    
    
    
    264,647Average gold price received ($/oz)
    
    
    738
    
    
    
    612Cash operating cost (excluding royalty) ($/oz)
    
    
    469
    
    
    
    337Total cash cost ($/oz)
    
    
    511
    
    
    
    372Profit from mining activity ($ million)
    
    
    58.52
    
    
    
    63.60
 Note to table:
 We own 80% of Loulo and the Government of Mali the remaining 20%. The governments share is not a
free carried interest. We have funded the government portion of the investment in Loulo by way of
shareholder loans and therefore control 100% of the cash flows from Loulo until the shareholder
loans are repaid.
    Tonnes
    
    Tonnes
    
    Grade
    
    Grade
    
    Ounces
    
    OuncesAs at
    
    
    
    
    
    (Mt)
    
    (Mt)
    
    (g/t)
    
    (g/t)
    
    (Moz)
    
    (Moz)December 31,
    
    Category
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007ORE RESERVESStockpiles
    
    Proven
    
    
    0.86
    
    
    
    0.42
    
    
    
    1.73
    
    
    
    1.83
    
    
    
    0.05
    
    
    
    0.02Gara open pit
    
    Proven
    
    
    4.49
    
    
    
    5.57
    
    
    
    3.32
    
    
    
    3.16
    
    
    
    0.48
    
    
    
    0.57Probable
    
    
    0.11
    
    
    
    0.13
    
    
    
    3.60
    
    
    
    3.79
    
    
    
    0.01
    
    
    
    0.02Yalea open pit
    
    Proven
    
    
    1.47
    
    
    
    2.96
    
    
    
    4.59
    
    
    
    3.94
    
    
    
    0.22
    
    
    
    0.37Probable
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    2.04
    
    
    
    
    
    
    
    0.002Gara West open pit
    
    Probable
    
    
    1.07
    
    
    
    1.07
    
    
    
    2.03
    
    
    
    2.03
    
    
    
    0.07
    
    
    
    0.07Loulo 3 open pit
    
    Proven
    
    
    0.26
    
    
    
    
    
    
    
    3.02
    
    
    
    
    
    
    
    0.02
    
    
    
    Probable
    
    
    0.12
    
    
    
    
    
    
    
    3.75
    
    
    
    
    
    
    
    0.02
    
    
    
    P129 open pit
    
    Probable
    
    
    0.15
    
    
    
    0.15
    
    
    
    2.65
    
    
    
    2.70
    
    
    
    0.01
    
    
    
    0.01Total surface
reserve
    
    Proven and probable
    
    
    8.53
    
    
    
    10.33
    
    
    
    3.20
    
    
    
    3.21
    
    
    
    0.88
    
    
    
    1.07Gara UG
    
    Probable
    
    
    17.35
    
    
    
    17.08
    
    
    
    4.07
    
    
    
    3.91
    
    
    
    2.27
    
    
    
    2.14Yalea UG
    
    Probable
    
    
    24.71
    
    
    
    27.01
    
    
    
    5.09
    
    
    
    4.82
    
    
    
    4.05
    
    
    
    4.19
 23




---



##### 



Tonnes
    
    Tonnes
    
    Grade
    
    Grade
    
    Ounces
    
    Ounces
    
    AttributableAs at
    
    
    
    
    
    (Mt)
    
    (Mt)
    
    (g/t)
    
    (g/t)
    
    (Moz)
    
    (Moz)
    
    ouncesDecember 31,
    
    Category
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    (80%)Total underground
reserve
    
    Probable
    
    
    42.06
    
    
    
    44.08
    
    
    
    4.67
    
    
    
    4.47
    
    
    
    6.32
    
    
    
    6.33Total proven mine
reserves
    
    
    
    
    
    
    7.08
    
    
    
    8.95
    
    
    
    3.38
    
    
    
    3.36
    
    
    
    0.77
    
    
    
    0.97
    
    
    
    0.62Total probable mine
reserves
    
    
    
    
    
    
    43.51
    
    
    
    45.47
    
    
    
    4.60
    
    
    
    4.40
    
    
    
    6.43
    
    
    
    6.43
    
    
    
    5.14Total mine reserves
    
    
    
    
    
    
    50.59
    
    
    
    54.42
    
    
    
    4.42
    
    
    
    4.23
    
    
    
    7.20
    
    
    
    7.40
    
    
    
    5.76
 Pit and underground optimizations carried out at a gold price of $650 per ounce for reserve
definition. Dilution and ore loss are incorporated into calculation
of reserves. Stockpiled ore included. For details on our
attributable ounces, please see the reserve table on page 44 of this
Annual Report.
   
    
    Start of power plant expansion with two new medium speed generator units increasing
power supply to 27.5 MW.
    
    Tailings thickener and clarifier installed, together with cyanide destruction module.
    
    Oxygen plant capacity expanded together with the installation of high shear reactors to
improve the quantity and efficiency of oxygen supply into the circuit.
    
    New stockpile project started to link overland conveyor system from Yalea underground
with current crushing plant feeding system together with crusher modifications to increase
monthly process plant throughput to 300,000 tonnes per month.
    
    
    A total of 3,861 meters of development was completed and 107,805 tonnes of ore at a
grade of 4.42g/t was mined from the initial stopes below P125 pit. The Yalea declines have
now been advanced to a distance of 1,150 meters from surface and a vertical depth of 180
meters.
    
    The first and second belts in the underground conveyor system were installed and
commissioned and are currently making use of a temporary tipping arrangement, awaiting the
introduction of the overland conveyor system planned for completion in the first half of
2009.
 24




---



##### 




    
    A waste backfill trial was successfully completed during the final quarter of the year,
utilizing waste rock from development. Drilling of backfill slurry holes from surface
started in January 2009 with the first sill casting expected early in quarter two of 2009.
    
    Construction work on the concrete tunnels was completed and the filling of the box cut
is nearly complete.
  
    
    The ounces produced from the mine over the next five years will be more evenly
distributed.
    
    The mine can commit more resources to ensuring the successful implementation of the
Yalea underground operation before starting with the second underground mine development.
    
    The increased tonnes from Yalea are higher in grade than ounces that were previously
planned to be mined from Gara in 2009.
    
    The capital costs associated with the Gara development can be deferred at a time when
capital costs are at historical highs but could reduce in future.
         12 months ending December 31,
    
    2008
    
    2007Total mined (Mt)
    
    
    19.8
    
    
    
    23.9Ore mined (Mt)
    
    
    4.9
    
    
    
    5.0Mined grade (g/t)
    
    
    3.19
    
    
    
    3.48Strip ratio (waste:ore)
    
    
    3.0
    
    
    
    3.8Ore milled (Mt)
    
    
    4.3
    
    
    
    4.2Head grade (g/t)
    
    
    3.4
    
    
    
    3.7Recovery (%)
    
    
    91.2
    
    
    
    91.6Ounces produced (oz)
    
    
    425,828
    
    
    
    449,815Average gold price received ($/oz)
    
    
    870
    
    
    
    710
 25




---



##### 



12 months ending December 31,
    
    2008
    
    2007Cash operating cost (excluding royalty) ($/oz)
    
    
    347
    
    
    
    282Total cash cost ($/oz)
    
    
    400
    
    
    
    332Profit from mining activity ($ million)
    
    
    200.2
    
    
    
    169.8
       Tonnes
    
    Tonnes
    
    Grade
    
    Grade
    
    Gold
    
    Gold(Mt)
    
    (Mt)
    
    (g/t)
    
    (g/t)
    
    (Moz)
    
    (Moz)2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007Proven
    
    
    13.74
    
    
    
    13.11
    
    
    
    2.02
    
    
    
    2.21
    
    
    
    0.89
    
    
    
    0.93Probable
    
    
    6.88
    
    
    
    9.95
    
    
    
    1.14
    
    
    
    2.01
    
    
    
    0.25
    
    
    
    0.64Proven and probable
    
    
    20.62
    
    
    
    23.06
    
    
    
    1.72
    
    
    
    2.13
    
    
    
    1.14
    
    
    
    1.58
 Cut-off grade for reserves = 1g/t. Reserves are updated within the $650 per ounce pit design.
Stockpiled ore included. Dilution and ore loss are included in
reserve calculation. For details on our attributable ounces, please
see the reserve table on page 44 of this Annual Report.
     26




---



##### 



Tonnes(Mt)
    
    Grade (g/t)
    
    Gold content (Moz)NORTHERN ZONEOxide
    
    
    0.52
    
    
    
    1.97
    
    
    
    0.03Transition
    
    
    1.23
    
    
    
    2.30
    
    
    
    0.09Fresh
    
    
    5.71
    
    
    
    2.32
    
    
    
    0.43Sub total
    
    
    7.45
    
    
    
    2.29
    
    
    
    0.55SOUTHERN ZONEOxide
    
    
    1.79
    
    
    
    2.59
    
    
    
    0.15Transition
    
    
    2.14
    
    
    
    2.88
    
    
    
    0.20Fresh
    
    
    26.88
    
    
    
    2.63
    
    
    
    2.27Sub total
    
    
    30.80
    
    
    
    2.64
    
    
    
    2.62Total probable reserves
    
    
    38.25
    
    
    
    2.57
    
    
    
    3.16
 Reserves
are calculated within the $650 per ounce pit design. Dilution and ore
loss are included in reserve calculation. For details on our attributable ounces, please
see the reserve table on page 44 of this Annual Report.
     27




---



##### 



28




---



##### 




    
    A flat gold price of $800 per ounce has been used for modelling purposes, with
sensitivities applied from $600 to $1,000 per ounce.
    
    Total ore mined of 38.25 Mt at a strip ratio of 4.3:1 to give total tonnes mined of 203
Mt and total contained gold of 3.16 Mozs.
    
    Mining costs average of $3.03 per tonne over the Life of Mine.
    
    Mill throughput of 300,000 tonnes per month.
    
    Plant costs average of $12.55 per tonne.
    
    G&A cost of $2.90 per tonne over Life of Mine.
    
    Capital cost of $280 million.
   Feasibility
    
    Cost estimateQ3 2008
    
    Q3 2007Cash operating costs
    
    $420/oz
    
    $357/ozTotal cash costs (@ $800/oz gold price)
    
    $444/oz
    
    $381/ozLife of Mine mining cost (including fleet capital)
    
    $3.03/tonne*
    
    $2.64/tonne+Life of Mine plant operating cost
    
    $12.56/tonne*
    
    $9.95/tonne+
 
 *
    
    Based on a diesel cost of $1.15 per liter or approximately $111 per barrel of oil.+
    
    Based on a diesel cost of $0.80 per liter or approximately $75 per barrel of oil.      29




---



##### 



2
 
    
    In Senegal, at Massawa, we announced a significant new gold discovery during the year.
Diamond drilling has delineated bedrock mineralization over a distance of 7 kilometers of
which 4 kilometers have been drilled to 100 meter by 50 meter spacing. Following the
completion of a positive scoping study on the project, a prefeasibility drilling program
has commenced.
    
    At Loulo, a new discovery has been made at Gounkoto in the south of the Loulo permit and
further drilling is ongoing. New exploration drilling on this target has confirmed continuous
mineralization over an 800 meter strike length with high grades open at depth.
    
    Following the successful consolidation of a 1,400 km2 land package in the Loulo district
   straddling the highly prospective Senegal-Mali shear zone    a helicopter-borne VTEM
electromagnetic and magnetic survey has been flown. This work has improved the geological
and structural framework of the district and has highlighted large intrusive bodies,
extensive folding and large scale boudinage structures. Weak anomalies were also detected
over the orebodies and a number of look-alike responses along the known structures in the
area are being studied. The interpretation also provided more information on the nature of
the extensive iron alteration system in Senegal and across the border in Mali.
    
    In Côte dIvoire, the exploration emphasis has shifted to the discovery of new ounces
close to the existing orebodies, as well as the development of targets further afield.
    
    In Burkina Faso at the Kiaka deposit, gravity and heap leach testwork suggests a
recovery of above 60% while cyanide leach testwork increases this to above 90%. The
results of a scoping study on the Kiaka project show that it does not compare to the other
projects in our pipeline and, therefore, alternative options of bringing it to account are
being contemplated.
    
    During 2009 exploration will concentrate on three strategic areas:
 
    
    Completing a prefeasibility study at Massawa for a decision to complete a
feasibility study.
    
    Adding to the resource base at Tongon through the evaluation of satellite targets in
the Nielle permit.
    
    Progressing the Gounkoto discovery.
  30




---



##### 




    
    Providing above ROM grade, open pittable oxide ounces inside a 10 kilometer radius of
the plant site.
    
    Evaluation of targets within the greater lease area (372 km2) and district to make a new
discovery.
   GradeFrom
    
    To
    
    Downhole width
    
    AuHole id
    
    (m)
    
    (m)
    
    (m)
    
    g/t
    
    IncludingL3NRCDHO8
    
    
    111.50
    
    
    
    113.50
    
    
    
    2.00
    
    
    
    1.37
    
    
    
    0.60m @ 20.00g/t116.50
    
    
    
    123.50
    
    
    
    7.00
    
    
    
    2.21140.50
    
    
    
    145.00
    
    
    
    4.50
    
    
    
    2.37L3NRCDH07
    
    
    131.20
    
    
    
    133.70
    
    
    
    2.50
    
    
    
    2.15144.50
    
    
    
    155.00
    
    
    
    10.50
    
    
    
    3.79L3NRCDH01
    
    
    128.80
    
    
    
    137.00
    
    
    
    8.20
    
    
    
    2.13151.00
    
    
    
    152.50
    
    
    
    1.60
    
    
    
    7.27L3NRCDH05
    
    
    176.60
    
    
    
    183.70
    
    
    
    7.10
    
    
    
    7.77
    
    
    
    0.90m @ 46.10g/t193.93
    
    
    
    194.94
    
    
    
    1.00
    
    
    
    4.44L3NRCDH06
    
    
    185.50
    
    
    
    186.50
    
    
    
    1.00
    
    
    
    0.89197.65
    
    
    
    200.45
    
    
    
    2.80
    
    
    
    2.46L3NRCDH09
    
    
    102.80
    
    
    
    112.55
    
    
    
    10.80
    
    
    
    1.35
 31




---



##### 



Inter-From
    
    To
    
    Interval
    
    sectionHole ID
    
    (m)
    
    (m)
    
    (m)
    
    (g/t)
    
    IncludingFADH023
    
    
    6.00
    
    
    
    10.80
    
    
    
    4.80
    
    
    
    1.5461.20
    
    
    
    71.70
    
    
    
    10.50
    
    
    
    1.7675.50
    
    
    
    78.00
    
    
    
    2.50
    
    
    
    1.00130.80
    
    
    
    134.00
    
    
    
    3.20
    
    
    
    1.43
 32




---



##### 



Inter-From
    
    To
    
    Interval
    
    sectionHole ID
    
    (m)
    
    (m)
    
    (m)
    
    (g/t)
    
    Including147.40
    
    
    
    152.00
    
    
    
    4.60
    
    
    
    2.14
    
    
    
    0.80m @ 8.90g/t155.00
    
    
    
    161.90
    
    
    
    6.90
    
    
    
    2.90
    
    
    
    1.00m @ 7.76g/tFADH024
    
    
    127.00
    
    
    
    132.80
    
    
    
    5.80
    
    
    
    0.94FADH025
    
    
    53.40
    
    
    
    58.90
    
    
    
    5.50
    
    
    
    6.91
    
    
    
    2.20m @ 31.80g/t95.25
    
    
    
    104.00
    
    
    
    8.75
    
    
    
    1.16108.90
    
    
    
    115.10
    
    
    
    6.20
    
    
    
    1.19133.10
    
    
    
    135.00
    
    
    
    1.90
    
    
    
    1.95141.00
    
    
    
    143.05
    
    
    
    2.05
    
    
    
    1.56195.45
    
    
    
    203.80
    
    
    
    8.35
    
    
    
    3.46
    
    
    
    0.80m @ 13.10g/t1.00m @ 8.30g/t227.30
    
    
    
    235.90
    
    
    
    8.60
    
    
    
    4.46
    
    
    
    0.80m @ 23.20g/tFADH027
    
    
    140.65
    
    
    
    141.45
    
    
    
    0.80
    
    
    
    12.70FADH032
    
    
    32.60
    
    
    
    39.00
    
    
    
    6.40
    
    
    
    1.7046.50
    
    
    
    56.85
    
    
    
    10.35
    
    
    
    1.4280.60
    
    
    
    90.15
    
    
    
    9.55
    
    
    
    1.73
    
    
    
    1.00m @ 9.70g/tFADH031
    
    
    162.80
    
    
    
    164.90
    
    
    
    2.10
    
    
    
    2.24168.20
    
    
    
    171.50
    
    
    
    3.30
    
    
    
    7.53
    
    
    
    1.00m @ 22.00g/t195.30
    
    
    
    205.70
    
    
    
    10.40
    
    
    
    1.79
    
    
    
    0.95m @ 5.34g/t1.05m @ 5.14g/t211.80
    
    
    
    224.60
    
    
    
    12.80
    
    
    
    0.94226.70
    
    
    
    233.00
    
    
    
    6.30
    
    
    
    2.16
    
    
    
    1.10m @ 6.74g/t237.10
    
    
    
    243.80
    
    
    
    6.70
    
    
    
    4.67
    
    
    
    1.10m @ 22.70g/t253.10
    
    
    
    257.00
    
    
    
    3.90
    
    
    
    1.03286.00
    
    
    
    287.70
    
    
    
    1.70
    
    
    
    1.05FADH033
    
    
    18.60
    
    
    
    23.40
    
    
    
    4.80
    
    
    
    0.56FADH004ext
    
    
    326.10
    
    
    
    327.90
    
    
    
    1.80
    
    
    
    4.27
     33




---



##### 




    
    A high-K, high-Ti calc-alkaline suite.
    
    A normal medium-K, calc-alkaline suite represented by composite
diorite-tonalite-granodiorite-granite intrusions. Conceptual models have been generated
for targets at Sirakoro, SW Extension, Eastern Margin and Morila Deeps which require deep
diamond drill holes to test.
    34




---



##### 




    
    Northern Zone 1: 8.74 meters at 2.84g/t over a strike length of 1.13 kilometers (based
on 17 holes).
    
    Northern Zone 2: 11.30 meters at 6.37g/t over a strike length of 821 meters (based on
10 holes). Mineralization in both zones is similar to the 600 meter shear zone hosted
Central Zone.
  35




---



##### 



Interval
    
    GradeHole ID
    
    From (m)
    
    To (m)
    
    (m)
    
    (g/t)
    
    IncludingMWDDH008
    
    
    86.30
    
    
    
    89.20
    
    
    
    2.90
    
    
    
    6.3998.40
    
    
    
    105.7
    
    
    
    7.30
    
    
    
    31.04109.50
    
    
    
    125.00
    
    
    
    15.50
    
    
    
    1.93MWDDH009
    
    
    70.70
    
    
    
    121.00
    
    
    
    50.30
    
    
    
    1.42253.35
    
    
    
    259.20
    
    
    
    5.85
    
    
    
    1.55MWDDH010
    
    
    88.80
    
    
    
    94.00
    
    
    
    5.20
    
    
    
    3.40113.10
    
    
    
    119.90
    
    
    
    6.80
    
    
    
    4.72123.00
    
    
    
    142.25
    
    
    
    19.25
    
    
    
    1.50MWDDH011
    
    
    69.50
    
    
    
    73.50
    
    
    
    4.00
    
    
    
    4.20MWDDH012
    
    
    48.70
    
    
    
    49.70
    
    
    
    1.00
    
    
    
    4.15MWDDH013
    
    
    46.00
    
    
    
    53.00
    
    
    
    7.00
    
    
    
    1.1397.00
    
    
    
    103.00
    
    
    
    6.00
    
    
    
    2.00129.00
    
    
    
    137.00
    
    
    
    8.00
    
    
    
    1.10140.00
    
    
    
    141.00
    
    
    
    1.00
    
    
    
    10.20183.50
    
    
    
    193.06
    
    
    
    9.56
    
    
    
    1.10MWDDH014
    
    
    30.70
    
    
    
    42.00
    
    
    
    11.30
    
    
    
    5.00
    
    
    
    1.00m @ 43.70g/t114.60
    
    
    
    133.50
    
    
    
    18.90
    
    
    
    1.06MWDDH015
    
    
    26.70
    
    
    
    33.70
    
    
    
    7.00
    
    
    
    3.1939.70
    
    
    
    44.70
    
    
    
    5.00
    
    
    
    1.91156.20
    
    
    
    164.50
    
    
    
    8.30
    
    
    
    2.30
    
    
    
    0.80m @ 12.60g/tMWDDH016
    
    
    22.80
    
    
    
    47.70
    
    
    
    24.90
    
    
    
    1.61
    
    
    
    1.00m @ 7.81g/t1.20m @ 7.94g/t119.55
    
    
    
    122.40
    
    
    
    2.85
    
    
    
    3.45
    
    
    
    0.80m @ 7.37g/tMWDDH017
    
    
    10.70
    
    
    
    47.10
    
    
    
    36.40
    
    
    
    0.48
    
    
    
    3.00m @ 1.31g/t126.20
    
    
    
    132.35
    
    
    
    6.15
    
    
    
    0.77MWDDH018
    
    
    7.70
    
    
    
    21.70
    
    
    
    14.00
    
    
    
    1.55
    
    
    
    1.00m @ 11.20g/t41.70
    
    
    
    45.70
    
    
    
    4.00
    
    
    
    1.20MWDDH019
    
    
    7.70
    
    
    
    23.70
    
    
    
    16.00
    
    
    
    0.9438.50
    
    
    
    53.45
    
    
    
    14.95
    
    
    
    5.63
    
    
    
    3.00m @ 14.23g/t0.75m @ 22.00g/tMWDDH020
    
    
    20.70
    
    
    
    31.70
    
    
    
    11.00
    
    
    
    5.32
    
    
    
    3.00m @ 16.57g/tMWDDH021
    
    
    61.70
    
    
    
    67.70
    
    
    
    6.00
    
    
    
    3.96
    
    
    
    2.00m @ 11.05g/tMWDDH022
    
    
    152.40
    
    
    
    153.50
    
    
    
    1.10
    
    
    
    1.14MWDDH023
    
    
    64.50
    
    
    
    94.70
    
    
    
    30.20
    
    
    
    2.83
    
    
    
    5.00m @ 10.00g/t2.00m @ 4.40g/tMWDDH024
    
    
    40.70
    
    
    
    68.70
    
    
    
    28.00
    
    
    
    2.15
    
    
    
    2.00m @ 3.18g/t2.70m @ 6.10g/t2.10m @ 5.10g/t
 36




---



##### 



Interval
    
    GradeHole ID
    
    From (m)
    
    To (m)
    
    (m)
    
    (g/t)
    
    IncludingMWDDH025
    
    
    25.70
    
    
    
    35.70
    
    
    
    10.00
    
    
    
    0.53MWDDH026
    
    
    10.70
    
    
    
    12.70
    
    
    
    2.00
    
    
    
    3.40MWDDH027
    
    
    76.64
    
    
    
    82.00
    
    
    
    5.36
    
    
    
    1.45
    
    
    
    1.20m @ 3.08g/t96.20
    
    
    
    96.90
    
    
    
    0.70
    
    
    
    7.80MWDDH028
    
    
    148.50
    
    
    
    157.80
    
    
    
    9.30
    
    
    
    3.43
    
    
    
    4.30m @ 5.96g/t162.20
    
    
    
    165.00
    
    
    
    2.80
    
    
    
    1.57MWDDH029
    
    
    152.35
    
    
    
    167.15
    
    
    
    14.80
    
    
    
    6.16
    
    
    
    7.00m @ 10.00g/t176.70
    
    
    
    182.00
    
    
    
    5.30
    
    
    
    1.25MWDDH030
    
    
    99.20
    
    
    
    104.20
    
    
    
    5.00
    
    
    
    0.65
    
    
    
    2.00m @ 1.10g/t110.20
    
    
    
    114.20
    
    
    
    4.00
    
    
    
    0.53148.80
    
    
    
    150.80
    
    
    
    2.00
    
    
    
    1.20MWDDH031
    
    
    109.00
    
    
    
    112.00
    
    
    
    3.00
    
    
    
    0.87128.50
    
    
    
    130.50
    
    
    
    2.00
    
    
    
    2.22MWDDH032
    
    
    98.60
    
    
    
    99.80
    
    
    
    1.20
    
    
    
    6.30114.00
    
    
    
    115.20
    
    
    
    1.20
    
    
    
    12.00MWDDH033
    
    
    109.00
    
    
    
    116.00
    
    
    
    7.00
    
    
    
    1.52
    
    
    
    1.00m @ 4.17g/t119.00
    
    
    
    135.00
    
    
    
    15.40
    
    
    
    0.70MWDDH034
    
    
    41.10
    
    
    
    45.20
    
    
    
    4.10
    
    
    
    2.39
    
    
    
    0.90m @ 6.63g/t66.80
    
    
    
    86.70
    
    
    
    19.90
    
    
    
    0.59MWDDH035
    
    
    21.20
    
    
    
    25.85
    
    
    
    4.65
    
    
    
    0.67MWDDH036
    
    
    73.50
    
    
    
    76.50
    
    
    
    3.00
    
    
    
    3.15
    
    
    
    1.00m @ 8.10g/tMWDDH037
    
    
    173.30
    
    
    
    176.70
    
    
    
    3.40
    
    
    
    0.66MWDDH038
    
    
    48.50
    
    
    
    66.00
    
    
    
    17.50
    
    
    
    1.33
    
    
    
    4.00m @ 3.00g/tMWDDH039
    
    
    198.20
    
    
    
    229.00
    
    
    
    30.80
    
    
    
    5.74
    
    
    
    24.65m @ 7.13g/tMWDDH040
    
    
    52.00
    
    
    
    53.00
    
    
    
    1.00
    
    
    
    16.00MWDDH041
    
    
    81.50
    
    
    
    92.70
    
    
    
    11.20
    
    
    
    1.10120.00
    
    
    
    125.90
    
    
    
    5.90
    
    
    
    1.06211.10
    
    
    
    212.30
    
    
    
    1.20
    
    
    
    11.10247.10
    
    
    
    253.10
    
    
    
    6.20
    
    
    
    2.40MWDDH042
    
    
    129.30
    
    
    
    132.90
    
    
    
    3.60
    
    
    
    1.28MWDDH043
    
    
    53.90
    
    
    
    60.80
    
    
    
    6.90
    
    
    
    0.32MWDDH044
    
    
    110.00
    
    
    
    129.00
    
    
    
    19.00
    
    
    
    1.09
    
    
    
    5.60m @ 2.70g/t145.00
    
    
    
    157.00
    
    
    
    12.00
    
    
    
    0.45160.00
    
    
    
    172.30
    
    
    
    12.30
    
    
    
    0.81191.40
    
    
    
    198.50
    
    
    
    7.10
    
    
    
    1.83203.00
    
    
    
    228.50
    
    
    
    25.50
    
    
    
    0.79
    
    
    
    2.15m @ 4.48g/t
 37




---



##### 



Interval
    
    GradeHole ID
    
    From (m)
    
    To (m)
    
    (m)
    
    (g/t)
    
    IncludingMWDDH045
    
    
    59.30
    
    
    
    66.00
    
    
    
    6.70
    
    
    
    1.2589.40
    
    
    
    97.80
    
    
    
    8.40
    
    
    
    1.12
    
    
    
    2.00m @ 3.77g/t134.60
    
    
    
    159.40
    
    
    
    24.80
    
    
    
    1.62
    
    
    
    5.00m @ 5.30g/t173.10
    
    
    
    190.00
    
    
    
    16.90
    
    
    
    0.68210.00
    
    
    
    214.45
    
    
    
    4.45
    
    
    
    5.21MWDDH046
    
    
    29.70
    
    
    
    33.70
    
    
    
    4.00
    
    
    
    5.65
    
    
    
    2.00m @ 10.50g/t96.30
    
    
    
    105.50
    
    
    
    9.20
    
    
    
    1.07109.40
    
    
    
    155.70
    
    
    
    46.30
    
    
    
    1.79
    
    
    
    12.00m @ 3.96g/t173.20
    
    
    
    196.10
    
    
    
    22.90
    
    
    
    1.56
    
    
    
    5.00m @ 3.32g/tMWDDH047
    
    
    113.00
    
    
    
    122.30
    
    
    
    9.30
    
    
    
    3.51
    
    
    
    3.00m @ 8.27g/t125.90
    
    
    
    133.00
    
    
    
    7.10
    
    
    
    0.76148.40
    
    
    
    155.20
    
    
    
    6.80
    
    
    
    2.18
    
    
    
    0.90m @ 12.40g/t188.00
    
    
    
    191.60
    
    
    
    3.60
    
    
    
    15.55
    
    
    
    1.20m @ 44.60g/tMWDDH048
    
    
    124.10
    
    
    
    139.40
    
    
    
    15.30
    
    
    
    2.73
    
    
    
    5.00m @ 4.36g/t144.45
    
    
    
    155.10
    
    
    
    10.65
    
    
    
    2.20
    
    
    
    3.60m @ 5.47g/t169.00
    
    
    
    172.40
    
    
    
    3.40
    
    
    
    2.79MWDDH049
    
    
    16.30
    
    
    
    22.70
    
    
    
    6.40
    
    
    
    0.9050.40
    
    
    
    55.87
    
    
    
    5.47
    
    
    
    1.62MWDDH050
    
    
    3.58
    
    
    
    9.58
    
    
    
    6.00
    
    
    
    0.9113.30
    
    
    
    20.50
    
    
    
    7.20
    
    
    
    1.0337.50
    
    
    
    45.60
    
    
    
    8.10
    
    
    
    0.91102.50
    
    
    
    108.30
    
    
    
    5.80
    
    
    
    1.41126.60
    
    
    
    133.50
    
    
    
    6.90
    
    
    
    1.21MWDDH051
    
    
    3.00
    
    
    
    13.60
    
    
    
    10.60
    
    
    
    1.04
    
    
    
    1.20m @ 5.00g/t164.50
    
    
    
    171.20
    
    
    
    6.70
    
    
    
    1.86
    
    
    
    2.00m @ 5.25g/tMWDDH052
    
    
    151.00
    
    
    
    154.75
    
    
    
    3.75
    
    
    
    14.00
    
    
    
    1.90m @ 26.20g/t179.00
    
    
    
    189.80
    
    
    
    10.80
    
    
    
    2.47
    
    
    
    3.00m @ 7.53g/tMWDDH053
    
    
    116.85
    
    
    
    121.30
    
    
    
    4.45
    
    
    
    0.61130.23
    
    
    
    131.30
    
    
    
    1.07
    
    
    
    2.74MWDDH054
    
    
    104.50
    
    
    
    128.20
    
    
    
    23.70
    
    
    
    0.84
    
    
    
    0.90m @ 8.68g/t150.00
    
    
    
    156.00
    
    
    
    6.00
    
    
    
    0.68171.20
    
    
    
    173.60
    
    
    
    2.40
    
    
    
    1.24MWDDH055
    
    
    103.00
    
    
    
    107.95
    
    
    
    4.95
    
    
    
    0.70134.70
    
    
    
    144.60
    
    
    
    9.90
    
    
    
    1.05MWDDH056
    
    
    126.45
    
    
    
    142.00
    
    
    
    15.55
    
    
    
    1.70
    
    
    
    1.20m @ 15.50g/t174.90
    
    
    
    197.00
    
    
    
    22.10
    
    
    
    7.10
    
    
    
    3.01m @ 16.65g/t212.30
    
    
    
    225.10
    
    
    
    12.80
    
    
    
    4.25
    
    
    
    2.00m @ 18.20g/t
 38




---



##### 



Interval
    
    GradeHole ID
    
    From (m)
    
    To (m)
    
    (m)
    
    (g/t)
    
    IncludingMWDDH057
    
    
    197.65
    
    
    
    206.75
    
    
    
    9.10
    
    
    
    7.97211.85
    
    
    
    215.00
    
    
    
    3.15
    
    
    
    2.96221.20
    
    
    
    222.80
    
    
    
    1.60
    
    
    
    3.38MWDDH058
    
    
    114.70
    
    
    
    116.70
    
    
    
    2.00
    
    
    
    5.35201.65
    
    
    
    213.90
    
    
    
    12.25
    
    
    
    3.50
    
    
    
    0.80m @15.90g/tMWDDH059
    
    
    60.70
    
    
    
    71.80
    
    
    
    11.10
    
    
    
    2.4374.40
    
    
    
    86.50
    
    
    
    12.10
    
    
    
    1.82120.80
    
    
    
    129.70
    
    
    
    8.90
    
    
    
    2.00MWDDH060
    
    
    23.10
    
    
    
    27.10
    
    
    
    4.00
    
    
    
    6.44
    
    
    
    2.00m @ 12.24g/t71.50
    
    
    
    81.00
    
    
    
    9.50
    
    
    
    9.62
    
    
    
    2.00m @ 14.04g/tMWDDH061
    
    
    134.10
    
    
    
    140.40
    
    
    
    6.30
    
    
    
    3.23158.00
    
    
    
    190.00
    
    
    
    32.00
    
    
    
    5.00
    
    
    
    2.90m @ 15.68g/t9.50m @ 12.07g/tMWDDH062
    
    
    47.00
    
    
    
    69.00
    
    
    
    22.00
    
    
    
    11.00
    
    
    
    12.50m @ 16.36g/t79.50
    
    
    
    84.90
    
    
    
    5.40
    
    
    
    2.39MWDDH063
    
    
    49.20
    
    
    
    51.60
    
    
    
    2.40
    
    
    
    8.9061.70
    
    
    
    64.10
    
    
    
    2.40
    
    
    
    12.90MWDDH064
    
    
    97.50
    
    
    
    100.75
    
    
    
    3.25
    
    
    
    3.96122.00
    
    
    
    139.90
    
    
    
    17.90
    
    
    
    1.66
    
    
    
    4.00m @ 5.70g/t155.40
    
    
    
    160.20
    
    
    
    4.80
    
    
    
    1.63MWDDH065
    
    
    25.40
    
    
    
    55.10
    
    
    
    29.70
    
    
    
    11.00
    
    
    
    3.60m @ 21.90g/t3.00m @ 21.27g/t
   Downhole
    
    GradeFrom
    
    To
    
    width
    
    AuHole Id
    
    (m)
    
    (m)
    
    (m)
    
    g/t
    
    IncludingMWDDH066
    
    
    205.00
    
    
    
    214.00
    
    
    
    9.0
    
    
    
    2.50
    
    
    
    5.00m @ 4.00 g/tMWDDH067
    
    
    95.80
    
    
    
    107.00
    
    
    
    11.20
    
    
    
    2.27
    
    
    
    5.00@ 4.30 g/tMWDDH068
    
    
    80.00
    
    
    
    86.30
    
    
    
    6.30
    
    
    
    11.6690.00
    
    
    
    107.50
    
    
    
    17.50
    
    
    
    4.76MWDDH069
    
    
    12.00
    
    
    
    42.20
    
    
    
    30.20
    
    
    
    1.50
 39




---



##### 



Downhole
    
    GradeFrom
    
    To
    
    width
    
    AuHole Id
    
    (m)
    
    (m)
    
    (m)
    
    g/t
    
    IncludingMWDDH070
    
    
    9.00
    
    
    
    24.80
    
    
    
    15.80
    
    
    
    3.19
    
    
    
    4.00m @ 10.75 g/t34.80
    
    
    
    37.20
    
    
    
    2.40
    
    
    
    1.6947.50
    
    
    
    49.90
    
    
    
    2.40
    
    
    
    1.52MWDDH071
    
    
    66.30
    
    
    
    73.50
    
    
    
    7.20
    
    
    
    1.52MWDDH072
    
    
    62.40
    
    
    
    65.40
    
    
    
    3.00
    
    
    
    1.8893.00
    
    
    
    96.00
    
    
    
    3.00
    
    
    
    1.49126.00
    
    
    
    128.00
    
    
    
    2.00
    
    
    
    10.98MWDDH073
    
    
    100.20
    
    
    
    102.50
    
    
    
    2.30
    
    
    
    7.00121.20
    
    
    
    123.70
    
    
    
    2.50
    
    
    
    3.66MWDDH074
    
    
    163.90
    
    
    
    177.00
    
    
    
    13.10
    
    
    
    5.86
    
    
    
    6.90m @ 9.63 g/tMWDDH075
    
    
    37.20
    
    
    
    40.20
    
    
    
    3.00
    
    
    
    1.4045.20
    
    
    
    55.20
    
    
    
    10.00
    
    
    
    1.1660.60
    
    
    
    63.20
    
    
    
    2.60
    
    
    
    3.99MWDDH076
    
    
    51.50
    
    
    
    59.50
    
    
    
    8.00
    
    
    
    1.89
    
    
    
    2.20m @ 4.70 g/t62.70
    
    
    
    76.50
    
    
    
    13.80
    
    
    
    0.6979.40
    
    
    
    104.10
    
    
    
    24.70
    
    
    
    2.21107.70
    
    
    
    110.90
    
    
    
    3.20
    
    
    
    2.90118.00
    
    
    
    124.10
    
    
    
    6.10
    
    
    
    0.66MWDDH077
    
    
    10.50
    
    
    
    14.40
    
    
    
    3.90
    
    
    
    3.5673.70
    
    
    
    75.70
    
    
    
    2.00
    
    
    
    1.44118.40
    
    
    
    135.90
    
    
    
    17.50
    
    
    
    0.60MWDDH078
    
    
    29.50
    
    
    
    106.00
    
    
    
    76.50
    
    
    
    2.00
    
    
    
    12.40m @ 5.70 g/t163.40
    
    
    
    166.00
    
    
    
    2.60
    
    
    
    6.07MWDDH079
    
    
    43.20
    
    
    
    44.20
    
    
    
    1.00
    
    
    
    6.1552.80
    
    
    
    61.00
    
    
    
    8.20
    
    
    
    17.60
    
    
    
    1.60m @ 87.70 g/t83.00
    
    
    
    106.40
    
    
    
    23.40
    
    
    
    2.55
    
    
    
    7.15m @ 4.80 g/tMWDDH080
    
    
    11.50
    
    
    
    21.80
    
    
    
    10.30
    
    
    
    0.8036.00
    
    
    
    43.60
    
    
    
    7.60
    
    
    
    4.1949.00
    
    
    
    60.60
    
    
    
    11.60
    
    
    
    3.8064.20
    
    
    
    68.90
    
    
    
    4.70
    
    
    
    1.1680.20
    
    
    
    99.60
    
    
    
    19.40
    
    
    
    1.70
    
    
    
    6.40m @ 3.50 g/t112.40
    
    
    
    127.20
    
    
    
    14.80
    
    
    
    1.55130.30
    
    
    
    146.80
    
    
    
    16.50
    
    
    
    0.60MWDDH081
    
    
    32.50
    
    
    
    51.90
    
    
    
    19.40
    
    
    
    3.25
    
    
    
    9.10m @ 5.80 g/t73.50
    
    
    
    82.60
    
    
    
    9.10
    
    
    
    1.1292.00
    
    
    
    94.80
    
    
    
    2.80
    
    
    
    1.25104.30
    
    
    
    130.75
    
    
    
    26.45
    
    
    
    3.17
    
    
    
    4.10m @ 16.53 g/tMWDDH082
    
    
    190.00
    
    
    
    212.50
    
    
    
    22.50
    
    
    
    13.42MWDDH083
    
    
    83.00
    
    
    
    96.00
    
    
    
    13.00
    
    
    
    8.35
   GradeFrom
    
    To
    
    Downhole width
    
    AuHole Id
    
    (m)
    
    (m)
    
    (m)
    
    g/t
    
    IncludingMWDDH084
    
    
    208.30
    
    
    
    210.50
    
    
    
    2.20
    
    
    
    0.57MWDDH085
    
    
    97.00
    
    
    
    99.00
    
    
    
    2.00
    
    
    
    3.64
 40




---



##### 



GradeFrom
    
    To
    
    Downhole width
    
    AuHole Id
    
    (m)
    
    (m)
    
    (m)
    
    g/t
    
    IncludingMWDDH086
    
    
    46.40
    
    
    
    49.80
    
    
    
    3.40
    
    
    
    1.86
    
    
    
    3.70m @ 22.17 g/t78.00
    
    
    
    80.40
    
    
    
    2.40
    
    
    
    4.1994.80
    
    
    
    105.00
    
    
    
    10.20
    
    
    
    9.76MWDDH087
    
    
    12.30
    
    
    
    14.70
    
    
    
    2.40
    
    
    
    3.35MWDDH088
    
    
    54.30
    
    
    
    59.50
    
    
    
    5.20
    
    
    
    2.5872.50
    
    
    
    74.50
    
    
    
    2.00
    
    
    
    12.80MWDDH090
    
    
    111.50
    
    
    
    115.50
    
    
    
    4.00
    
    
    
    5.70MWDDH091
    
    
    160.00
    
    
    
    161.00
    
    
    
    1.00
    
    
    
    10.40MWDDH092
    
    
    185.20
    
    
    
    193.00
    
    
    
    7.80
    
    
    
    1.50MWDDH093
    
    
    113.40
    
    
    
    121.50
    
    
    
    8.10
    
    
    
    0.99
    
    
    
    1.10m @ 4.20 g/t132.00
    
    
    
    138.00
    
    
    
    6.00
    
    
    
    4.00155.00
    
    
    
    161.00
    
    
    
    6.00
    
    
    
    2.29
      
    
    Near mine targets, less than 10 kilometers from the plant site and within trucking
distance. The priority is to evaluate targets which, although potentially small, have
grades above ROM.
    
    Targets beyond 10 kilometers with the potential to become stand-alone operations.
   Hole ID
    
    From (m)
    
    To (m)
    
    Interval (m)
    
    Grade (g/t)
    
    IncludingTND230
    
    
    369.20
    
    
    
    377.20
    
    
    
    8.00
    
    
    
    3.91TND235
    
    
    389.04
    
    
    
    402.24
    
    
    
    13.20
    
    
    
    3.46
    
    
    
    2.40m @ 7.65g/tTND238
    
    
    287.91
    
    
    
    303.11
    
    
    
    15.20
    
    
    
    1.04315.11
    
    
    
    324.69
    
    
    
    9.58
    
    
    
    1.69
    
    
    
    4.16m @ 2.83g/tTND239
    
    
    376.00
    
    
    
    378.20
    
    
    
    2.20
    
    
    
    1.26
  41




---



##### 



2
     Hole ID
    
    Zone
    
    From (m)
    
    To (m)
    
    Interval (m)
    
    Grade (g/t)KDH19
    
    HW
    
    
    50.00
    
    
    
    76.00
    
    
    
    26.00
    
    
    
    0.60HW
    
    
    82.00
    
    
    
    116.00
    
    
    
    34.00
    
    
    
    0.64MZ
    
    
    261.00
    
    
    
    282.00
    
    
    
    21.00
    
    
    
    0.65MZ
    
    
    294.00
    
    
    
    317.00
    
    
    
    23.00
    
    
    
    0.58KDH20
    
    No mineralization intersected  drilled outside the Kiaka systemKDH21
    
    HW
    
    
    100.00
    
    
    
    111.00
    
    
    
    11.00
    
    
    
    2.33HW
    
    
    119.00
    
    
    
    134.00
    
    
    
    15.00
    
    
    
    1.01HW
    
    
    156.00
    
    
    
    174.00
    
    
    
    18.00
    
    
    
    1.62MZ
    
    
    193.00
    
    
    
    204.00
    
    
    
    11.00
    
    
    
    0.63KDH22
    
    HW
    
    
    2.00
    
    
    
    4.00
    
    
    
    2.00
    
    
    
    84.70HW
    
    
    85.00
    
    
    
    93.00
    
    
    
    8.00
    
    
    
    6.24HW
    
    
    100.00
    
    
    
    126.00
    
    
    
    26.00
    
    
    
    0.76
 42




---



##### 



Hole ID
    
    Zone
    
    From (m)
    
    To (m)
    
    Interval (m)
    
    Grade (g/t)KDH23
    
    MZ
    
    
    75.00
    
    
    
    80.00
    
    
    
    5.00
    
    
    
    2.05KDH24
    
    MZ
    
    
    115.00
    
    
    
    170.00
    
    
    
    55.00
    
    
    
    0.53MZ
    
    
    200.00
    
    
    
    204.00
    
    
    
    4.00
    
    
    
    5.64MZ
    
    
    210.00
    
    
    
    212.00
    
    
    
    2.00
    
    
    
    1.69MZ
    
    
    232.00
    
    
    
    244.00
    
    
    
    12.00
    
    
    
    0.98MZ
    
    
    313.00
    
    
    
    324.00
    
    
    
    11.00
    
    
    
    0.49MZ
    
    
    342.00
    
    
    
    348.00
    
    
    
    6.00
    
    
    
    0.98
 MZ: Main zone
 HW: Hangingwall zone
       2
   43




---



##### 



Tonnes
    
    Tonnes
    
    Grade
    
    Grade
    
    Gold
    
    Gold
    
    Attributable(Mt)
    
    (Mt)
    
    (g/t)
    
    (g/t)
    
    (Moz)
    
    (Moz)
    
    goldAt December 31,
    
    Category
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    (Moz)PROVEN AND PROBABLE
RESERVESLoulo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80
    %Proven
    
    
    7.08
    
    
    
    8.95
    
    
    
    3.38
    
    
    
    3.36
    
    
    
    0.77
    
    
    
    0.97
    
    
    
    0.62Probable
    
    
    43.51
    
    
    
    45.47
    
    
    
    4.60
    
    
    
    4.40
    
    
    
    6.43
    
    
    
    6.43
    
    
    
    5.14Sub total
    
    Proven and probable
    
    
    50.59
    
    
    
    54.42
    
    
    
    4.42
    
    
    
    4.23
    
    
    
    7.20
    
    
    
    7.40
    
    
    
    5.76Morila
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40
    %Proven
    
    
    13.74
    
    
    
    13.11
    
    
    
    2.02
    
    
    
    2.21
    
    
    
    0.89
    
    
    
    0.93
    
    
    
    0.36Probable
    
    
    6.88
    
    
    
    9.95
    
    
    
    1.14
    
    
    
    2.01
    
    
    
    0.25
    
    
    
    0.64
    
    
    
    0.10Sub total
    
    Proven and probable
    
    
    20.62
    
    
    
    23.06
    
    
    
    1.72
    
    
    
    2.13
    
    
    
    1.14
    
    
    
    1.58
    
    
    
    0.46Tongon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84
    %Probable
    
    
    38.25
    
    
    
    21.88
    
    
    
    2.57
    
    
    
    2.29
    
    
    
    3.16
    
    
    
    1.61
    
    
    
    2.66Sub total
    
    Proven and probable
    
    
    38.25
    
    
    
    21.88
    
    
    
    2.57
    
    
    
    2.29
    
    
    
    3.16
    
    
    
    1.61
    
    
    
    2.66TOTAL RESERVES
    
    Proven and probable
    
    
    109.46
    
    
    
    99.36
    
    
    
    3.27
    
    
    
    3.31
    
    
    
    11.51
    
    
    
    10.59
    
    
    
    8.87
 The reporting of Ore Reserves is in accordance with SEC Industry Guide 7.
 Pit optimization is carried out at a gold price of $650 per ounce; underground reserves are also
based on a gold price of $650 per ounce. Dilution and ore loss are incorporated into the
calculation of reserves.
 Addition of individual line items may not sum to sub totals because of rounding off to two decimal
places.
  Country
    
    
    
    Type
    
    Area (km2)
    
    Area (sq miles)
    
    Equity (%)MALILoulo
    
    EP
    
    
    372
    
    
    
    144
    
    
    
    80Morila off lease
    
    EEP
    
    
    132
    
    
    
    51
    
    
    
    80Morila
    
    EP
    
    
    200
    
    
    
    77
    
    
    
    40Bena
    
    EEP
    
    
    31
    
    
    
    12
    
    
    
    80Walia West
    
    EEP
    
    
    46
    
    
    
    18
    
    
    
    40Walia
    
    EEP
    
    
    45
    
    
    
    17
    
    
    
    40Zaniena
    
    EEP
    
    
    257
    
    
    
    99
    
    
    
    80Mena
    
    EEP
    
    
    250
    
    
    
    96
    
    
    
    80
 44




---



##### 



Country
    
    
    
    Type
    
    Area (km2)
    
    Area (sq miles)
    
    Equity (%)CÔTE DIVOIRE
    
    Nielle
    
    EEP
    
    
    671
    
    
    
    259
    
    
    
    84Boundiali
    
    EEP
    
    
    1,314
    
    
    
    507
    
    
    
    84Dabakala
    
    EEP
    
    
    191
    
    
    
    74
    
    
    
    84Dignago
    
    EEP
    
    
    1,000
    
    
    
    386
    
    
    
    84Apouasso
    
    EEP
    
    
    1,000
    
    
    
    386
    
    
    
    84Mankono
    
    RP
    
    
    704
    
    
    
    272
    
    
    
    84SENEGAL
    
    Kanoumering
    
    EEP
    
    
    303
    
    
    
    117
    
    
    
    83Kounemba
    
    EEP
    
    
    305
    
    
    
    118
    
    
    
    83Miko
    
    EEP
    
    
    95
    
    
    
    37
    
    
    
    83Dalema
    
    EEP
    
    
    401
    
    
    
    155
    
    
    
    83Tomboronkoto
    
    EEP
    
    
    300
    
    
    
    116
    
    
    
    83Bambadji
    
    EEP
    
    
    344
    
    
    
    133
    
    
    
    51TANZANIA
    
    Nyabigena South
    
    PL
    
    
    9
    
    
    
    3
    
    
    
    100Nyabigena South
    
    PL
    
    
    18
    
    
    
    7
    
    
    
    100Kajimbura South
    
    PL
    
    
    23
    
    
    
    9
    
    
    
    100Kajimbura North
    
    PL
    
    
    23
    
    
    
    9
    
    
    
    100Simba Sirori South
    
    PL
    
    
    13
    
    
    
    5
    
    
    
    100Nyamakubi
    
    PL
    
    
    11
    
    
    
    4
    
    
    
    100Nyamakubi South
    
    PL
    
    
    21
    
    
    
    8
    
    
    
    100Kiabakari East
    
    PL
    
    
    31
    
    
    
    12
    
    
    
    100Mtamba
    
    PL
    
    
    62
    
    
    
    24
    
    
    
    100Buhemba South
    
    PL
    
    
    71
    
    
    
    27
    
    
    
    100BURKINA FASO
    
    Kiaka
    
    EEP
    
    
    244
    
    
    
    94
    
    
    
    90Basgana
    
    EEP
    
    
    250
    
    
    
    97
    
    
    
    90Bourou
    
    EEP
    
    
    122
    
    
    
    47
    
    
    
    90Tanema
    
    EEP
    
    
    247
    
    
    
    95
    
    
    
    90Yibogo
    
    EEP
    
    
    247
    
    
    
    95
    
    
    
    90Nakomgo
    
    EEP
    
    
    237
    
    
    
    91
    
    
    
    90Gogo
    
    EEP
    
    
    250
    
    
    
    97
    
    
    
    90Safoula
    
    EEP
    
    
    249
    
    
    
    96
    
    
    
    90Tiakane
    
    EEP
    
    
    196
    
    
    
    76
    
    
    
    90GHANA
    
    Wuru
    
    RL
    
    
    622
    
    
    
    240
    
    
    
    90Tongo
    
    RL
    
    
    203
    
    
    
    78
    
    
    
    90Bole NE
    
    RL
    
    
    866
    
    
    
    334
    
    
    
    90Zamsa
    
    PL
    
    
    150
    
    
    
    58
    
    
    
    90TOTAL AREA
    
    
    
    
    
    
    
    
    12,126
    
    
    
    4,682
 
 AE
    
     Reconnaissance LicenseEP
    
     Exploitation PermitEEP
    
     Exclusive Exploration PermitPL
    
     Prospecting LicenseRL
    
     Reconnaissance LicenseRP
    
     Reconnaissance Permit*
    
    Joint venture in which we are currently earning an interest 45




---



##### 



Locality of the Loulo and Morila Mines in Mali
 Mineral Rights and Permits
  46




---



##### 



Locality of Randgold Resources permits in West Africa
 47




---



##### 



Locality of Randgold Resources permits in Tanzania
  48




---



##### 



New Business
    Social Responsibility, Sustainability and Human Resources Report
  Policy Statement
   
    
    Encourage and reward the use of integrated environmental management to ensure that
management decision making processes include a sensitive and holistic consideration of
environmental issues. To facilitate this, all projects must include a comprehensive
environmental and social impact assessment. Where appropriate, specialist consultants are
employed.
    
    Maintain positive relationships with neighboring communities, local and national
government authorities, NGOs and aid agencies and the public.
    
    Respect and consult with the communities in the areas affected by our operations so that
these communities receive fair treatment and where possible benefit from our activities.
    
    Budget a percentage of profit to be used for sustainable community development projects.
The projects are selected and prioritized in consultation with communities and carried out
in cooperation with community members.
    
    Aim to forge a pact with employees through having respect for fundamental human rights,
including workplace rights, employee development and the need for a healthy and safe
workplace.
    
    Strive for the highest quality of rehabilitation, waste management and environmental
protection in the most cost effective manner.
    
    Strive to optimize the consumption of energy, water and other natural resources.
 49




---



##### 




    
    Through the introduction of new alternative environmentally friendly products and
processes, as they become available, avoid the use or release of substances which, by
themselves or through their manufacturing process, may damage the environment.
    
    Practice responsible environmental stewardship to meet the demands of local communities,
host country government requirements and international standards, and strive for continuous
improvement of environmental performance.
        50




---



##### 




    
    Four new boreholes each equipped with a hand pump were installed at Djidian-Kéniéba
village which is close to the Loulo mine. Four boreholes were drilled and equipped with
pumps in Morila and Fongola villages which are close to the Morila mine. Potable water was
supplied to five villages surrounding the Tongon project by digging traditional wells,
drilling boreholes and equipping these with pumps, and repairing and refurbishing existing
pumps that were in a state of disrepair.
    
    The provision of treated mosquito nets to the most vulnerable people in villages
surrounding our mines to prevent malaria. The fogging of the villages surrounding Loulo
and Morila mines to kill mosquitos and stop them from breeding.
    
    Grading of roads in local villages close to Loulo mine to assist with assess and waste
removal.
    
    Provision of basic healthcare to the population of local villages surrounding our mines.
HIV/AIDS interventions by the mines medical officers in co-operation with a local
non-government organization in both the local villages and our work
sites. These
interventions include HIV/AIDS education and awareness training, voluntary HIV testing for
all villagers and for members of high risk groups such as sex workers and lorry drivers.
  
    
    The building of a primary school at Baboto village which is close to the Loulo mine.
    
    The donation of school furniture and the fencing of schools for safety reasons in the
villages close to the Loulo and Morila mines.
  
    
    Seeds supplied to farmers and gardeners at Loulo, Tongon and Morila.
    
    The repair of the water dam at Sitakili and Loulo village near to the Loulo mine.
    
    Two grinding mills delivered to Sitikili and Sakola villages through a joint program
between Loulo mine and the National Platform Project (NGO).
    
    The purchase of a tractor at Loulo which is for hire out at preferential rates to local
farmers in the Loulo area.
    
    The construction of a road bridge at Sokéla near Morila.
 51




---



##### 




    
    The building of two grain stores in Morila and Finkola villages close to the Morila
mine.
    
    Agricultural projects set up by the Morila mine in cooperation with the local
communities womens committees did well this year, with 20 tonnes of rice being harvested.
  
    
    Building of a mosque at Djidian-Kéniéba village for the local communities surrounding
the Loulo mine.
    
    Community radio station financed and installed at Sanso near Morila.
    
    Continuing administrative support to the Community Trust Fund set up by the mine with a
donation from Morila SA of $500,000 in 2002.
  $USAID
    
    
    100,000Commune Sanso
    
    
    100,000Morila
    
    
    150,000Total
    
    
    350,000
   $Morila
    
    
    252,403Loulo
    
    
    285,048Tongon
    
    
    550,000Total
    
    
    987,451
     Dec
    
    DecMine/function
    
    2008
    
    2007
    
    VarianceLOULOMine
    
    
    290
    
    
    
    267
    
    
    
    23Capital
    
    
    135
    
    
    
    131
    
    
    
    4
 52




---



##### 



Dec
    
    DecMine/function
    
    2008
    
    2007
    
    VarianceExploration
    
    
    107
    
    
    
    122
    
    
    
    (15
    )Contractors
    
    
    1,568
    
    
    
    1,361
    
    
    
    207Total
    
    
    2,100
    
    
    
    1,881
    
    
    
    219MORILAMine
    
    
    588
    
    
    
    623
    
    
    
    (35
    )Exploration
    
    
    7
    
    
    
    5
    
    
    
    2Contractors
    
    
    884
    
    
    
    1,114
    
    
    
    (230
    )Total
    
    
    1,479
    
    
    
    1,742
    
    
    
    (263
    )TONGONProject management
    
    
    9
    
    
    
    2
    
    
    
    7Contractors
    
    
    63
    
    
    
    20
    
    
    
    43Total
    
    
    72
    
    
    
    22
    
    
    
    50
          53




---



##### 



Regulatory and Environmental Matters
  54




---



##### 



Marketing
  Property
     Legal Proceedings
   55




---



##### 



Health and Safety Regulations
    
    
    follow-up activities such as action resulting from the regular surveys and
inspections are carried out; and
    
    health and safety manuals and updates are distributed, posters are posted on notice
boards and safety committee minutes and reports are distributed.
  56




---



##### 




    
    working conditions improvements;
    
    general hygiene on the operation;
    
    ergonomics;
    
    protection of workers safety in the workplace; and
    
    medical checks and eye and ear testing.
  
    
    investigates accidents and makes recommendations to avoid repetitions;
    
    ensures plant, machinery and equipment have adequate protection to avoid injury; and
    
    updates and revises safety and health manuals.
  
    
    provides information and training on safe practices and potential risks;
    
    provides first aid training;
    
    administers and promotes the safety suggestion scheme; and
    
    explains, where necessary, the contents of the safety and health manual.
   57




---



##### 



C. ORGANIZATIONAL STRUCTURE
  
 
 Société des Mines de Morila SA (2) 100%
Jersey Ltd. (1) d  Ltd. (1 ) (Mali) Ltd. (1 ) (Senegal) Ltd. (1 ) ( ) ) 100% 100% 100% 100% 100%
50% 100% 100% Ltd. (1 ) 80% 100% 100% 100% 100% 100% 100% 50% 100% 100% 80% Randgold Resources (Burkina) Ltd
(1) Randgold Resources T1 Ltd (1) Randgold Resources T2 Ltd (1) 100% 100%
100% 80% Mining Investments Jersey Ltd. (1) Randgold Resources (Côte dIvoire) Ltd. (1) Randgold Resources (Mali) Ltd. (1) Randgold Resources (Senegal) Ltd.
(1) Randgold Resources (Somilo) Ltd. (1) Randgold Resources Tanzania (T) Ltd.
(4) Seven Bridges Trading 14 (Proprietary) Ltd. (5) Morila Ltd. (1) Randgold
Resources
(Côte dIvoire) SARL (3) Randgold Resources Mali SARL (2) Société des
Mines de Loulo SA (2) Rangold Resources (U.K.) Ltd. (6) 100% 100% Randgold Resources Burkina
Faso SARL (7) Randgold Resource
s T3 Ltd. (1) 100% 100%
(1) Incorporated in Jersey, Channel Islands (2) Incorporated in Mali (3) Incorporated
in Côte dIvoire (4) Incorporated in Tanzania (5) Incorporated in the Republic of
South Africa (6) Incorporated in the United Kingdom (7) Incorporated in Burkina Faso
(8) Incorporated subsequent to December 31, 2008 75% Kankou Moussa SARL
(2) Société des Mines de Tongon, SA
(3), (8) Randgold Resources (Côte
dIvoire SARL (3) 84% 100% 58




---



##### 



D. PROPERTY, PLANT AND EQUIPMENT
    
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
  General
  Impact of Malian Economic and Political Environment
  Impact of Favorable Tax Treaties
    59




---



##### 



Revenues
     Our Realized Gold Price
  Year Ended December 31,2008
    
    2007
    
    2006Average
    
    
    871
    
    
    
    695
    
    
    
    604High
    
    
    1,011
    
    
    
    841
    
    
    
    725Low
    
    
    712
    
    
    
    608
    
    
    
    525Average realized gold price
    
    
    792
    (1)
    
    
    636
    (1)
    
    
    571
    (1)
 
 (1)
    
    Our average realized gold price differs from the average gold price as a result of
the timing of our gold deliveries and different realized prices achieved on the hedge book. Costs and Expenses
    60




---



##### 



Looking Forward
       Critical Accounting Policies
   Joint Venture Accounting
   61




---



##### 



Depreciation and Amortization of Mining Assets
  Valuation of Long-Lived Assets
   Hedging and Financial Derivatives
   62




---



##### 



Environmental Rehabilitation Costs
  Exploration and evaluation costs
     Receivables
  63




---



##### 



Share-based payments
  Classification and valuation methodology of auction rate securities (ARS)
  Recent accounting pronouncements
      64




---



##### 



65




---



##### 



66




---



##### 



67




---



##### 



Years Ended December 31, 2008 and 2007
 Total revenue
  Other Income
  Costs and Expenses
 Total Cash Costs
  Year Ended December 31,2008
    
    2007Ounces
    
    $ Per Ounce
    
    Ounces
    
    $ Per OunceMorila (40% share) cash costs
    
    
    170,331
    
    
    
    400
    
    
    
    179,926
    
    
    
    332Loulo (100% share) cash costs
    
    
    258,095
    
    
    
    511
    
    
    
    264,647
    
    
    
    372Total ounces (attributable production)
    
    
    428,426
    
    
    
    
    
    
    
    444,573Group total cash cost*
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    356Total production cost per ounce under
IFRS
    
    
    
    
    
    
    517
    
    
    
    
    
    
    
    403
 
 *
    
    For a definition of cash costs, please see Item 3. Key Information  A. Selected Financial
Data.
    
    Total production cost includes total cash costs and also the depreciation and amortization cost
which is discussed below.    Depreciation and Amortization
  68




---



##### 



Exploration and Corporate Expenditure
  Other expenses
  Finance Income
  Finance costs
  Provision for financial assets
  Income Tax Expense
  69




---



##### 



Minority Interests
  Years Ended December 31, 2007 and 2006
 Total revenue
  Other Income
  Costs and Expenses
 Total Cash Costs
  Year Ended December 31,2007
    
    2006Ounces
    
    $ Per Ounce
    
    Ounces
    
    $ Per OunceMorila (40% share) cash costs
    
    
    179,926
    
    
    
    332
    
    
    
    206,667
    
    
    
    258Loulo (100% share) cash costs
    
    
    264,647
    
    
    
    372
    
    
    
    241,575
    
    
    
    328Total ounces (attributable production)
    
    
    444,573
    
    
    
    
    
    
    
    448,242Group total cash cost*
    
    
    
    
    
    
    356
    
    
    
    
    
    
    
    296Total production cost per ounce under
IFRS
    
    
    
    
    
    
    403
    
    
    
    
    
    
    
    347
 
 *
    
    For a definition of cash costs, please see Item 3. Key Information  A. Selected Financial
Data.
    
    Total production cost includes total cash costs and also the depreciation and amortization cost
which is discussed below.    70




---



##### 



Depreciation and Amortization
  Exploration and Corporate Expenditure
  Other expenses
  Finance Income
  Finance costs
  Income Tax Expense
  Minority Interests
  B. LIQUIDITY AND CAPITAL RESOURCES
 Cash Resources
  71




---



##### 



Investing
    Financing
   Credit and Loan Facilities
   72




---



##### 



Corporate, Exploration, Development and New Business Expenditures
  Year ended December 31,$000Area
    
    2008
    
    2007
    
    2006Rest of Africa
    
    
    200
    
    
    
    194
    
    
    
    60Burkina Faso
    
    
    1,886
    
    
    
    1,537
    
    
    
    1,274Mali
    
    
    4,334
    
    
    
    5,544
    
    
    
    7,360Tanzania
    
    
    1,105
    
    
    
    1,439
    
    
    
    1,629Côte dIvoire
    
    
    2,129
    
    
    
    6,745
    
    
    
    1,289Senegal
    
    
    4,768
    
    
    
    2,046
    
    
    
    1,492Ghana
    
    
    846
    
    
    
    740
    
    
    
    855Total exploration expenditure
    
    
    15,268
    
    
    
    18,245
    
    
    
    13,959Corporate expenditure
    
    
    29,895
    
    
    
    17,675
    
    
    
    14,846Total exploration and corporate expenditure
    
    
    45,163
    
    
    
    35,920
    
    
    
    28,805
   Working Capital
  73




---



##### 



C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
  D. TREND INFORMATION
  Gold Market
       Price Per Ounce ($)Year
    
    High
    
    Low
    
    Average1999
    
    
    326
    
    
    
    253
    
    
    
    2792000
    
    
    313
    
    
    
    264
    
    
    
    2792001
    
    
    293
    
    
    
    256
    
    
    
    2712002
    
    
    349
    
    
    
    278
    
    
    
    3102003
    
    
    416
    
    
    
    320
    
    
    
    3632004
    
    
    454
    
    
    
    375
    
    
    
    4092005
    
    
    537
    
    
    
    411
    
    
    
    444
 74




---



##### 



Price Per Ounce ($)Year
    
    High
    
    Low
    
    Average2006
    
    
    725
    
    
    
    525
    
    
    
    6042007
    
    
    841
    
    
    
    608
    
    
    
    6952008
    
    
    1,011
    
    
    
    712
    
    
    
    8712009 (through April)
    
    
    947
    
    
    
    867
    
    
    
    904
 E. OFF-BALANCE SHEET ARRANGEMENTS
  F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  Lessthan 1
    
    1-3
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    Year
    
    Years
    
    3-5 Years
    
    5 Years(dollars in thousands)Long-term debt obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligations(1)
    
    
    3,683
    
    
    
    1,904
    
    
    
    1,779
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    2,428
    
    
    
    347
    
    
    
    693
    
    
    
    694
    
    
    
    694Financial liabilities  forward gold sales
    
    
    53,137
    
    
    
    37,388
    
    
    
    15,749
    
    
    
    
    
    
    
    Environmental rehabilitation
    
    
    14,054
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,054Loans from minority shareholders in subsidiaries
    
    
    3,032
    
    
    
    
    
    
    
    
    
    
    
    3,032
    
    
    
    Total contractual cash obligations
    
    
    76,334
    
    
    
    39,639
    
    
    
    18,221
    
    
    
    3,726
    
    
    
    14,748Contracts for capital expenditure
    
    
    40,260
    
    
    
    40,260
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Includes total interest of $1.7 million calculated at the interest rate existing at
year end. 
 Item 6. Directors, Senior Management and Employees
 A. DIRECTORS AND SENIOR MANAGEMENT
     75




---



##### 



Executive Directors
   Non-Executive Directors
       76




---



##### 



Executive Officers
              77




---



##### 



Date ofDate of
    
    Expiration of
    
    Number ofDirector
    
    Appointment
    
    Term
    
    Years ServedExecutiveD.M. Bristow
    
    
    8/11/95
    
    
    
    4/28/12
    
    
    
    13G.P. Shuttleworth
    
    
    7/01/07
    
    
    
    4/28/11
    
    
    
    2Non-ExecutiveB.H. Asher
    
    
    6/12/97
    
    
    
    5/05/09
    *
    
    
    11R.I. Israel
    
    
    6/12/97
    
    
    
    5/05/10
    
    
    
    11P. Liétard
    
    
    2/11/98
    
    
    
    5/05/10
    
    
    
    10A.L. Paverd
    
    
    7/29/95
    
    
    
    5/05/09
    *
    
    
    13N.P. Cole
    
    
    5/03/06
    
    
    
    5/05/10
    
    
    
    3K. Voltaire
    
    
    5/13/06
    
    
    
    5/05/10
    
    
    
    3C.L. Coleman
    
    
    5/05/09
    
    
    
    5/05/13
    
    
    
    J.K. Walden
    
    
    5/05/09
    
    
    
    5/05/13
    
    
    
    
 
 *
    
    Mr. B.H Asher and Dr A.L. Paverd retired from our board at our annual general meeting held on
May 5, 2009.  B. COMPENSATION
     
    
    A general retainer to all non-executive directors of $50,000;
    
    An annual committee assignment fee per committee served:
 Audit committee $35,000;Remuneration committee $25,000; andNomination and governance committee $10,000.
 
    
    The chairman of a board committee to receive an additional premium to the committee
assignment fee of $15,000;
    
    The senior independent director, in addition to the general annual retainer but in
lieu of any committee assignment fee, to receive an additional $85,000;
 78




---



##### 




    
    The non-executive chairman, in addition to the general annual retainer but in lieu
of any committee assignment fee, to receive an additional $170,000;
    
    An award to each director of restricted shares being 1,200 ordinary shares per
year. The shares are to vest over a three year period from the date of the award,
being January 1, 2010. Vesting would accelerate on the following conditions:
    
    Termination other than resignation or dismissal;
    
    Voluntary retirement after the age of 65 with a minimum of three years service as a
director; and
    
    Change in control of the company.
         79




---



##### 




    
    a basic salary;
    
    an annual bonus; and
    
    the award of restricted shares.
   
    
    40,000 restricted shares with an award date of January 1, 2009, two thirds vesting
on January 1, 2010, and the remaining third vesting January 1, 2011;
    
    40,000 restricted shares with an award date of January 1, 2009, one third vesting on
January 1, 2010, one third vesting January 1, 2011 and the final third vesting January
1, 2012;
    
    40,000 restricted shares with an award date of January 1, 2010, one third vesting on
January 1, 2011, one third vesting January 1, 2012 and the final third vesting January
1, 2013;
    Bonus/ServiceBasic Salary/Fees
    
    Contract
    
    Other Payments
    
    TotalDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)ExecutiveD.M. Bristow (CEO)
(1) (3)
    
    
    1,000,000
    
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    3,695,600
    
    
    
    
    
    
    
    4,695,600
    
    
    
    600,000
 80




---



##### 



Bonus/ServiceBasic Salary/Fees
    
    Contract
    
    Other Payments
    
    TotalDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)April  March bonus
    
    
    
    
    
    
    
    
    
    
    5,422,860
    
    
    
    2,739,388
    
    
    
    
    
    
    
    
    
    
    
    5,422,860
    
    
    
    2,739,388New 2008 calendar
year bonus
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    Sub total
    
    
    1,000,000
    
    
    
    600,000
    
    
    
    6,922,860
    
    
    
    2,739,388
    
    
    
    3,695,600
    
    
    
    
    
    
    
    11,618,460
    
    
    
    3,339,388G.P. Shuttleworth

(CFO) (2)
    
    
    444,353
    
    
    
    231,475
    
    
    
    
    
    
    
    
    
    
    
    266,280
    
    
    
    133,140
    
    
    
    710,633
    
    
    
    364,615April  March bonus
    
    
    
    
    
    
    
    
    
    
    99,520
    
    
    
    200,480
    
    
    
    
    
    
    
    
    
    
    
    99,520
    
    
    
    200,480New 2008 calendar
year bonus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sub total
    
    
    444,353
    
    
    
    231,475
    
    
    
    99,520
    
    
    
    200,480
    
    
    
    266,280
    
    
    
    133,140
    
    
    
    810,153
    
    
    
    565,095TOTAL
    
    
    1,444,353
    
    
    
    831,475
    
    
    
    7,022,380
    
    
    
    2,939,868
    
    
    
    3,961,880
    
    
    
    133,140
    
    
    
    12,428,613
    
    
    
    3,904,483
 Bonus/ServiceBasic Salary/Fees
    
    Contract
    
    Other Payments
    
    TotalDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)
    
    2008 ($)
    
    2007 ($)Non-ExecutiveP. Liétard
    
    
    220,000
    
    
    
    135,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    250,000
    
    
    
    165,000B.H. Asher
    
    
    135,000
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    165,000
    
    
    
    150,000R.I. Israel
    
    
    85,000
    
    
    
    110,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    115,000
    
    
    
    140,000A.L. Paverd
    
    
    85,000
    
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    115,000
    
    
    
    110,000N.P. Cole
    
    
    97,500
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    127,500
    
    
    
    100,000K. Voltaire
    
    
    105,800
    
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000
    
    
    
    135,800
    
    
    
    110,000C.L. Coleman
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    J.K. Walden
    
    
    14,166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,166
    
    
    
    TOTAL
    
    
    752,466
    
    
    
    595,000
    
    
    
    
    
    
    
    
    
    
    
    180,000
    
    
    
    180,000
    
    
    
    932,466
    
    
    
    775,000
 
 (1)
    
    Other payments to Dr. D.M. Bristow in 2008 includes a one off payment of $2 million as part of
his new contract entered into during 2008, as disclosed in the 2007 remuneration committee report.
Also, in August 2008, Dr. D.M. Bristow was awarded 40,000 restricted shares with a one year vesting
period. Mr. G.P. Shuttleworth was awarded 36,000 restricted shares in July 2007, with a three year
vesting period, the first being July 2008 and the second and third being July 2009 and 2010
respectively.(2)
    
    Paid in April each year, but accrued over the preceding April to march period. During 2008,
the bonus accrual period was changed to a calendar year basis.(3)
    
    Dr. D.M. Bristow is a non-executive director of Rockwell Resources International. He was paid
non-executive director fees of $28,925 (C$31,666) for the period January 1, 2008 to January 1,
2009. The board of Randgold Resources agreed that Dr. D.M. Bristow should be entitled to retain
these fees personally.   81




---



##### 



Average MarketNumber of Options
    
    Average Exercise
    
    price at date ofName
    
    Exercised
    
    Price ($)
    
    exercise ($)R.I. Israel
    
    
    25,400
    
    
    
    1.65
    
    
    
    27.85
   Options to PurchaseOrdinary Shares
    
    Expiration Date
    
    Exercise Prices ($)Non-Executive DirectorsB.H. Asher
    
    
    25,400
    
    
    
    1/28/11
    
    
    
    1.65OfficersD.J. Haddon
    
    
    40,000
    
    
    
    8/05/14
    
    
    
    8.0560,000
    
    
    
    8/20/17
    
    
    
    22.19P.D. Harbidge
    
    
    14,000
    
    
    
    11/30/16
    
    
    
    22.5060,000
    
    
    
    8/20/17
    
    
    
    22.19W.R.A. Houston
    
    
    60,000
    
    
    
    8/05/17
    
    
    
    22.19A. Konta
    
    
    8,000
    
    
    
    8/05/14
    
    
    
    8.0560,000
    
    
    
    8/20/17
    
    
    
    22.19V. Matfield
    
    
    75,000
    
    
    
    8/05/14
    
    
    
    8.0560,000
    
    
    
    8/20/17
    
    
    
    22.19C.J. Prinsloo
    
    
    60,000
    
    
    
    8/05/17
    
    
    
    22.19R.B. Quick
    
    
    60,000
    
    
    
    8/20/17
    
    
    
    22.19M. Samaké
    
    
    60,000
    
    
    
    8/20/17
    
    
    
    22.19J. Steele
    
    
    7,000
    
    
    
    8/05/14
    
    
    
    8.0560,000
    
    
    
    8/20/17
    
    
    
    22.19T. de Welzim
    
    
    4,000
    
    
    
    11/30/16
    
    
    
    22.5045,000
    
    
    
    8/20/17
    
    
    
    22.19
 C. BOARD PRACTICES
 Directors Terms of Employment
   82




---



##### 



Board of Directors Committees
  Audit Committee
  Remuneration Committee
  Governance and Nomination Committee
  D. EMPLOYEES
  December 31,
    
    December 31,
    
    December 31,Category of Activity
    
    2008(1)
    
    2007
    
    2006Mining and related engineering (2)
    
    
    241
    
    
    
    119
    
    
    
    30Processing and related engineering (3)
    
    
    668
    
    
    
    168
    
    
    
    136Management and technical (4)
    
    
    100
    
    
    
    56
    
    
    
    48Exploration (5)
    
    
    164
    
    
    
    185
    
    
    
    90Administration (6)
    
    
    253
    
    
    
    89
    
    
    
    47TOTAL
    
    
    1,426
    
    
    
    617
    
    
    
    351
  
 (1)
    
    In February 2008, we assumed operational management of Morila. Accordingly, the
December 31, 2008 employment figures have been updated to include Morila.(2)
    
    The open-pit mining contractors at Morila and the open pit and underground
contractors at Loulo employed a total of 2,304 permanent and temporary employees at December
31, 2008.(3)
    
    Third party contractors employed a total of 72 employees. 83




---



##### 



(4)
    
    Additional technical staff were required in 2008 to manage the underground project
and assist with work on the Tongon project. At the end of 2008, 72 people were employed at
the Tongon construction project.(5)
    
    Exploration numbers increased at Tongon in Côte dIvoire and at Massawa in Senegal
while they decreased in Ghana and Tanzania.(6)
    
    Included in the administrative employee numbers reflected in the table above are
staff employed in the Bamako operational center. E. SHARE OWNERSHIP
  Employee Share Option Scheme
    Restricted Share Scheme
  
 Item 7. Major Shareholders and Related Party Transactions
 A. MAJOR SHAREHOLDERS
   
    
    Any person of whom the directors are aware that is interested directly or indirectly in
3% or more of our ordinary shares;
    
    Each of our directors; and
    
    All of our executive officers and directors as a group.
  84




---



##### 



Shares Beneficially OwnedHolder
    
    Number
    
    %D.M. Bristow
    
    
    657,584
    
    
    
    0.86G.P. Shuttleworth
    
    
    12,000
    
    
    
    0.01B.H. Asher
    
    
    48,186
    
    
    
    0.06N.P. Cole
    
    
    2,265
    
    
    
    0.00C. Coleman
    
    
    1,800
    
    
    
    0.00R.I. Israel
    
    
    44,231
    
    
    
    0.06P. Liétard
    
    
    31,765
    
    
    
    0.04A.L. Paverd
    
    
    34,231
    
    
    
    0.04K. Voltaire
    
    
    2,265
    
    
    
    0.00J.K. Walden
    
    
    400
    
    
    
    0.00BNY (Nominees) Limited (1)
30 Cannon Street
London
EC4M XH
    
    
    58,685,087
    
    
    
    76.53Wells Fargo & Company (2)
420 Montgomery Street
San Francisco, CA 94104
    
    
    6,470,274
    
    
    
    8.44FMR LLC(3)
82 Devonshire Street,
Boston, MA 02109
    
    
    11,476,298
    
    
    
    15.0Directors and executive officers (4)
    
    
    1,200,425
    
    
    
    1.57
 
 (1)
    
    Shares held by BNY (Nominees) Ltd are held for and on behalf of our ADS holders.(2)
    
    Wells Fargo & Company reported in its Schedule 13G filed with the Securities and Exchange
Commission on May 1, 2009 that its beneficial ownership in us amounted to 6,470,274 ordinary
shares (8.44%) on a consolidated basis. These shares are included in the shares held by BNY
(Nominees) Limited.(3)
    
    FMR LLC reported in its Schedule 13G filed with the Securities and Exchange Commission that
as at February 17, 2009 its beneficial ownership in us amounted to 11,476,298 ordinary shares
(15%) on a consolidated basis. These shares are included in the shares held by BNY (Nominees)
Limited.(4)
    
    No executive officer beneficially owns in excess of 1% of the outstanding ordinary shares.    B. RELATED PARTY TRANSACTIONS
  85




---



##### 



The Randgold Name
  C. INTERESTS OF EXPERTS AND COUNSEL
  
 Item 8. Financial Information
  
 Item 9. The Offer and Listing
 A. OFFER AND LISTING DETAILS
  Price Per Ordinary Share
    
    Price Per ADSFinancial Period Ended
    
    High (£)
    
    Low (£)
    
    High ($)
    
    Low ($)December 31, 2008
    
    
    30.00
    
    
    
    15.57
    
    
    
    55.65
    
    
    
    23.45December 31, 2007
    
    
    19.50
    
    
    
    10.53
    
    
    
    38.86
    
    
    
    21.04December 31, 2006
    
    
    14.08
    
    
    
    9.09
    
    
    
    26.32
    
    
    
    15.88December 31, 2005
    
    
    9.67
    
    
    
    5.31
    
    
    
    18.69
    
    
    
    10.13December 31, 2004
    
    
    7.82
    
    
    
    4.29
    
    
    
    14.26
    
    
    
    7.77
 Price Per Ordinary Share
    
    Price Per ADSCalendar Period
    
    High (£)
    
    Low (£)
    
    High ($)
    
    Low ($)2009First Quarter
    
    
    37.76
    
    
    
    25.10
    
    
    
    54.35
    
    
    
    36.652008Fourth Quarter
    
    
    30.00
    
    
    
    15.57
    
    
    
    44.68
    
    
    
    23.45Third Quarter
    
    
    27.47
    
    
    
    18.00
    
    
    
    54.73
    
    
    
    32.47Second Quarter
    
    
    28.03
    
    
    
    19.19
    
    
    
    55.26
    
    
    
    37.28First Quarter
    
    
    27.59
    
    
    
    18.62
    
    
    
    55.65
    
    
    
    37.222007Fourth Quarter
    
    
    19.50
    
    
    
    15.06
    
    
    
    38.86
    
    
    
    30.90Third Quarter
    
    
    16.60
    
    
    
    10.60
    
    
    
    33.24
    
    
    
    21.62Second Quarter
    
    
    13.00
    
    
    
    10.53
    
    
    
    26.24
    
    
    
    21.41First Quarter
    
    
    12.47
    
    
    
    10.79
    
    
    
    24.68
    
    
    
    21.04
 86




---



##### 



Price Per Ordinary Share
    
    Price Per ADSCalendar Month
    
    High (£ )
    
    Low (£)
    
    High ($)
    
    Low ($)2009April
    
    
    38.83
    
    
    
    28.23
    
    
    
    56.89
    
    
    
    41.59March
    
    
    37.76
    
    
    
    30.00
    
    
    
    54.35
    
    
    
    43.34February
    
    
    34.98
    
    
    
    30.30
    
    
    
    50.08
    
    
    
    42.37January
    
    
    31.75
    
    
    
    25.10
    
    
    
    45.75
    
    
    
    36.762008December
    
    
    30.00
    
    
    
    22.51
    
    
    
    44.68
    
    
    
    32.22November
    
    
    25.16
    
    
    
    17.91
    
    
    
    28.23
    
    
    
    25.05
 B. PLAN OF DISTRIBUTION
  C. MARKETS
  D. SELLING SHAREHOLDERS
  E. DILUTION
  F. EXPENSES OF THE ISSUE
  
 Item 10. Additional Information
 A. SHARE CAPITAL
  B. MEMORANDUM AND ARTICLES OF ASSOCIATION
 General
    87




---



##### 



Memorandum of Association
  Changes in Capital or Objects and Powers
  
    
    increase our authorized or paid up share capital;
    
    consolidate and divide all or any part of our shares into shares of a larger amount;
    
    sub-divide all or any part of our shares having a par value;
    
    convert any of our issued or unissued shares into shares of another class;
    
    convert any of our paid-up shares into stock, and reconvert any stock into any number of
paid-up shares of any denomination;
    
    convert any of our issued shares into redeemable shares which can be redeemed;
    
    cancel shares which, at the date of passing of the resolution, have not been taken or
agreed to be taken by any person, and diminish the amount of the authorized share capital
by the amount of the shares so cancelled;
    
    reduce the authorized share capital;
    
    reduce our issued share capital; or
    
    alter our Memorandum or Articles of Association.
 Articles of Association
  General Meeting of Shareholders
   88




---



##### 




    
    the consideration of our annual financial statements and report of our independent
accountants;
    
    the election of directors; and
    
    the appointment of independent auditors.
 Voting Rights
   Dividends
     Ownership Limitations
  Distribution of Assets on a Winding-Up
  89




---



##### 



Transfer of Shares
   
    
    it is in respect of a share which is fully paid up;
    
    it is in respect of only one class of shares;
    
    it is in favor of a single transferee or not more than four joint transferees;
    
    it is duly stamped, if so required; and
    
    it is delivered for registration to our registered office for the time being or another
place that we may from time to time determine accompanied by the certificate for the shares
to which it relates and any other evidence as we may reasonably require to prove the title
of the transferor or person renouncing and the due execution of the transfer or
renunciation by him or, if the transfer or renunciation is executed by some other person on
his behalf, the authority of that person to do so; provided that we shall not refuse to
register any transfer of partly paid shares which are listed on the grounds they are partly
paid shares in circumstances where our refusal would prevent dealings in those shares from
taking place on an open and proper basis.
 Variation of Rights
   Capital Calls
    90




---



##### 



Borrowing Powers
  Issue of Shares and Preemptive Rights
   Meetings of the Board of Directors
    Remuneration of Directors
   Pensions and Gratuities for Directors
  Directors Interests in Contracts
  91




---



##### 



Restrictions on Directors Voting
  
    
    the giving of any guarantee, security, or indemnity in respect of money lent or
obligations incurred by him or any other person at the request of or for the benefit of us
or any of our subsidiary undertakings;
    
    the giving of any guarantee, security or indemnity in respect of a debt or obligation of
ours or any of our subsidiary undertakings for which he himself has assumed responsibility
in whole or in part under a guarantee or indemnity or by the giving of security;
    
    any proposal concerning an offer of shares or debentures or other securities of or by us
or any of our subsidiary undertakings in which offer he is or may be entitled to
participate as a holder of securities or in the underwriting or sub-underwriting of which
he is to participate;
    
    any proposal concerning any other body corporate in which he (together with persons
connected with him) does not to his knowledge have an interest in 1% or more of the issued
equity share capital of any class of that body corporate or of the voting rights available
to shareholders of that body corporate;
    
    any proposal relating to an arrangement for the benefit of our employees or the
employees of any of our subsidiary undertakings which does not award him any privilege or
benefit not generally awarded to the employees to whom the arrangement relates; or
    
    any proposal concerning insurance which we propose to maintain or purchase for the
benefit of directors or for the benefit of persons who include directors.
  Number of Directors
  Directors Appointment and Retirement by Rotation
   92




---



##### 



Untraced Shareholders
  Crest
  Purchase of Shares
  Non-Jersey Shareholders
  Rights of Minority Shareholders and Fiduciary Duties
  Jersey Law and Our Memorandum and Articles of Association
  
    
    controlling possible conflicts of interests between us and our directors, such as loans
by us or directors, and contracts between us and our directors other than a duty on
directors to disclose an interest in any transaction to be entered into by us or any of our
subsidiaries which to a material extent conflicts with our interest;
    
    specifically requiring particulars to be shown in our accounts of the amount of loans to
officers or directors emoluments and pensions, although these would probably be required
to be shown in our accounts in conformity to the requirement that accounts must be prepared
in accordance with generally accepted accounting principles;
    
    requiring us to file details of charges other than charges of Jersey realty; or
    
    as regards statutory preemption provisions in relation to further issues of shares.
 
 93




---



##### 



C. MATERIAL CONTRACTS
       D. EXCHANGE CONTROLS
  E. TAXATION
 Material Jersey Tax Consequences
 General
  94




---



##### 



Taxation of Dividends
  Taxation of Capital Gains and Estate and Gift Tax
  Material United States Federal Income Tax Consequences
    
    
    a US citizen;
    
    an individual resident in the United States for US Federal income tax purposes;
    
    a domestic corporation, or other entity taxable as a corporation, organized under the
laws of the United States or of any US state or the District of Columbia;
    
    an estate the income of which is includible in its gross income for US Federal income
tax purposes without regard to its source; or
 95




---



##### 




    
    a trust, if either: a US court is able to exercise primary supervision over the
administration of the trust and one or more US persons have the authority to control all
the substantial decisions of the trust, or the trust has a valid election in effect under
applicable US Treasury regulations to be treated as a US person.
  
    
    some retirement plans;
    
    insurance companies;
    
    US holders of ordinary shares or ADSs held as part of a straddle, synthetic
security, hedge, conversion transaction or other integrated investment;
    
    persons that enter into constructive sales involving our ordinary shares or ADSs or
substantially identical property with other investments;
    
    US holders whose functional currency is not the US Dollar;
    
    some expatriates or former long-term residents of the United States;
    
    financial institutions;
    
    broker-dealers;
    
    tax-exempt organizations;
    
    US holders who own, directly, indirectly or through attribution, 10% or more of our
outstanding voting stock;
    
    persons subject to the alternative minimum tax;
    
    Regulated investment companies;
    
    Traders in securities who elect to apply a mark-to-market method of accounting; and
    
    persons who acquired their shares or ADSs pursuant to the exercise of employee stock
options or otherwise as compensation.
   Ownership of Ordinary Shares or ADSs
  96




---



##### 



Sale or Other Disposition of Ordinary Shares or ADSs
  Passive Foreign Investment Company Rules
   97




---



##### 




    
    any gain recognized by a US holder upon the sale of ADSs or ordinary shares, or the
receipt of some types of distributions, would be treated as ordinary income;
    
    this income generally would be allocated ratably over a US holders holding period with
respect to our ADSs or ordinary shares; and
    
    the amount allocated to prior years, with certain exceptions, will be subject to tax at
the highest tax rate in effect for those years and an interest charge would be imposed on
the amount of deferred tax on the income allocated to the prior taxable years.
      Backup Withholding and Information Reporting
   98




---



##### 



United Kingdom Tax Considerations
  Dividends
         99




---



##### 



Capital Gains
    Inheritance Tax
   Stamp Duty and Stamp Duty Reserve Tax
    F. DIVIDENDS AND PAYING AGENTS
  G. STATEMENTS BY EXPERTS
  H. DOCUMENTS ON DISPLAY
  100




---



##### 



I. SUBSIDIARY INFORMATION
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Hedge Policy
           101




---



##### 



Foreign Currency and Commodity Price Sensitivity
  $000
    
    2008
    
    2007Level of exposure of foreign currency riskCarrying value of foreign currency balancesCash and
cash equivalents includes balances denominated in:     Communauté Financière Africaine franc (CFA)
    
    
    (2,609
    )
    
    
    1,209     Euro (EUR)
    
    
    11,556
    
    
    
    27,330     South African Rand (ZAR)
    
    
    8,830
    
    
    
    305     Pound Sterling (GBP)
    
    
    335
    
    
    
    5,586Accounts
receivable and prepayments include balances denominated in:     Communauté Financière Africaine franc (CFA)
    
    
    24,151
    
    
    
    34,943     South African Rand (ZAR)
    
    
    571
    
    
    
    681     Euro (EUR)
    
    
    377
    
    
    
    186     Pound Sterling (GBP)
    
    
    1,302
    
    
    
    2,847Accounts
payable includes balances denominated in:     Communauté Financière Africaine franc (CFA)
    
    
    (25,380
    )
    
    
    (26,842
    )     South African Rand (ZAR)
    
    
    (362
    )
    
    
    (552
    )     Pound Sterling (GBP)
    
    
    (394
    )
    
    
    (544
    )     Euro (EUR)
    
    
    (782
    )
    
    
    (2,204
    )
  102




---



##### 



Closing
    
    Effect of 10.0% strengtheningexchange
    
    of US dollar on net earningsLevel of exposure of foreign currency risk (continued)
    
    Rate
    
    and equity$000At December 31, 2008     Euro (EUR)
    
    
    0.7095
    
    
    
    1,115     British pound (GBP)
    
    
    0.6910
    
    
    
    203     Communauté Financière Africaine franc (CFA)
    
    
    465.40
    
    
    
    (874
    )     South African rand (ZAR)
    
    
    9.4649
    
    
    
    976At December 31, 2007     Euro (EUR)
    
    
    0.6794
    
    
    
    2,531     British pound (GBP)
    
    
    0.5009
    
    
    
    789     Communauté Financière Africaine franc (CFA)
    
    
    445.66
    
    
    
    144     South African rand (ZAR)
    
    
    6.8547
    
    
    
    154
     Hedging instrumentsMaturity Dates
    
    Forward Sales of GoldOunces
    
    $/ozLoulo (100%)December 31, 2009
    
    
    84,996
    
    
    
    435December 31, 2010
    
    
    41,748
    
    
    
    500126,744
    
    
    
    456
  Hedging instrumentsMaturity Dates
    
    Forward Sales of GoldOunces
    
    $/ozLoulo (100%)December 31, 2008
    
    
    80,496
    
    
    
    429December 31, 2009
    
    
    84,996
    
    
    
    435December 31, 2010
    
    
    41,748
    
    
    
    500207,240
    
    
    
    446
  103




---



##### 



Sensitivity to Change in Gold Price at December 31, 2008
 Loulo (100%):Change in $ gold price
    
    $
    20
    
    
    $
    10
    
    
    $
    5
    
    
    $
    2
    
    
    
    0
    
    
    
    ($2
    )
    
    
    ($5
    )
    
    
    ($10
    )
    
    
    ($20
    )Mark-to-market valuation ($ million)
    
    
    (55.5
    )
    
    
    (54.3
    )
    
    
    (53.7
    )
    
    
    (53.4
    )
    
    
    (53.1
    )
    
    
    (52.9
    )
    
    
    (52.6
    )
    
    
    (52.0
    )
    
    
    (50.8
    )
 Sensitivity to Change in Average $ Interest Rate at December 31, 2008
 Loulo (100%):Change in rate
    
    
    1.00
    %
    
    
    0.50
    %
    
    
    0.20
    %
    
    
    0.00
    %
    
    
    (0.20
    %)
    
    
    (0.50
    %)
    
    
    (1.00
    %)Mark-to-market valuation* ($ million)
    
    
    (54.3
    )
    
    
    (53.7
    )
    
    
    (53.4
    )
    
    
    (53.1
    )
    
    
    (52.9
    )
    
    
    (52.6
    )
    
    
    (52.0
    )
 Sensitivity to Change in Gold Lease Rate at December 31, 2008
 Loulo (100%):Change in rate
    
    
    1.00
    %
    
    
    0.50
    %
    
    
    0.20
    %
    
    
    0.00
    %
    
    
    (0.20
    %)
    
    
    (0.50
    %)
    
    
    (1.00
    %)Mark-to-market valuation* ($ million)
    
    
    (52.6
    )
    
    
    (52.9
    )
    
    
    (53.0
    )
    
    
    (53.1
    )
    
    
    (53.2
    )
    
    
    (53.4
    )
    
    
    (53.7
    )
 
 *
    
    The actual mark-to-market valuation at December 31, 2008 was negative $53.1 million.  Effect of Change in Gold Price on Profit and Loss at December 31, 2008
 Change in rate
    
    
    20%
    
    
    
    10%
    
    
    
    0%
    
    
    
    (10%
    )
    
    
    (20%
    )Mark-to-market valuation ($ million)
    
    
    60.6
    
    
    
    30.3
    
    
    
    0.0
    
    
    
    (30.3
    )
    
    
    (60.6
    )
       104




---



##### 



Hedging instrumentsForward Sales of GoldMaturity Dates
    
    Ounces
    
    $/ozLoulo (100%)December 31, 2009
    
    
    61,248
    
    
    
    433December 31, 2010
    
    
    41,748
    
    
    
    500102,996
    
    
    
    460
      Interest Rate Sensitivity
     
 Item 12. Description of Securities Other Than Equity Securities
  105




---



##### 



PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 Disclosure Controls and Procedures
 Managements Report on Internal Control over Financial Reporting:
 
    
    Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the consolidated financial statements.
  106




---



##### 



Changes in Internal Control Over Financial Reporting
 
 Item 16. Reserved
 Item 16A. Audit Committee Financial Expert
  Item 16B. Code of Ethics
  Item 16C. Principal Accountant Fees and Services
   2008
    
    
    2007$
    
    
    $(in millions)Audit Fees (1)
    
    
    0.7
    
    
    
    0.8Audit-related Fees (2)
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    0.7
    
    
    $
    0.8
 
 (1)
    
    The Audit Fees consist of fees billed for the annual audit services engagement and
other audit services, which are those services that only the external auditor reasonably can
provide, and include our audit and statutory audits.(2)
    
    Audit-related fees include fees billed relating to comfort letters and consents;
attest services; and assistance with and review of documents filed with the Securities and
Exchange Commission. 107




---



##### 



Audit Committee Pre-Approval Policies and Procedures
        Item 16D. Exemptions from the Listing Standards for Audit Committees
  Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  Item 16F. Change in Registrants Certifying Accountant
  Item 16G. Corporate Governance
  PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  108




---



##### 



Item 19. Exhibits
  Exhibit No.
    
    Exhibit1.1*
    
    Memorandum of Association of Randgold Resources Limited, as amended.1.2*
    
    Articles of Association of Randgold Resources Limited, as amended.2.1
    
    Memorandum of Association of Randgold Resources Limited, as amended (see Exhibit 1.1).2.2+++
    
    Form of Deposit Agreement, dated as of July 1, 1997, as amended and restated as of
June 26, 2002 and further amended and restated as of
July 2002, among Randgold
Resources Limited, The Bank of New York, Depositary, and owners and holders from time
to time of American Depositary receipts issued thereunder.2.3+++
    
    Form of American Depositary Receipt.2.4*
    
    Excerpts of relevant provisions of the Companies (Jersey) Law 1991.2.5*
    
    Shareholders Agreement (English translation), dated June 23, 2000, between the
Government of Mali and Morila Limited.4.1*
    
    Deed Governing the Relationship Between the Parties Upon Admission between Randgold &
Exploration Company Limited and Randgold Resources Limited, dated June 26, 1997
(Relationship Agreement).4.2*
    
    License Agreement, dated June 26, 1997, between Randgold & Exploration Company
Limited and Randgold Resources Limited.4.3*
    
    Agreement, dated December 21, 1999, between Société des Mines de Morila SA, Randgold
Resources Limited and Morila Limited (loan from Randgold Resources Limited to Morila
Limited).4.4*
    
    Sale of Shares Agreement, dated May 29, 2000, between AngloGold Limited, Randgold
Resources Limited and Randgold Resources (Morila) Limited.4.5*
    
    Joint Venture Agreement, dated May 29, 2000, between AngloGold Limited and Randgold
Resources Limited.4.6*
    
    Operator Agreement, dated May 29, 2000, between Société des Mines de Morila SA and
AngloGold Services Mali SA.4.7*
    
    Cession of Shareholders Loan  Memorandum of Agreement, dated July 3, 2000, between
Randgold Resources Limited and AngloGold Morila Holdings Limited.4.8*
    
    Deferred Terms Agreement by and between Société des Mines de Morila SA and
Rolls-Royce Power Ventures Limited, dated February 25, 2000.4.9*
    
    Deed of Guarantee, dated August 25, 2000, between Randgold Resources Limited,
Randgold & Exploration Company Limited and SYPPS.4.10*
    
    Deferred Terms Agreement by and between Société des Mines de Morila SA and
Rolls-Royce Power Ventures Limited, dated December 9, 1999.4.11*
    
    Deed of Guarantee given under the Morila Deferred Terms Agreement, dated March 3,
2000, between Randgold Resources Limited, Randgold & Exploration Company Limited and
Mopps.4.12*
    
    Morila Exploitation Permit (English translation).4.13*
    
    Transfer of Morila Exploitation Permit from Randgold Resources Limited to Morila SA.4.14*
    
    Randgold Resources Limited Share Option Scheme.4.15+
    
    Structured Precious Metals Option and Loan Confirmation, dated August 30, 2002,
between Randgold Resources Limited and NM Rothschild & Sons Limited.4.16+
    
    Third Contract of Employment between Randgold Resources Limited and Roger Ainsley
Ralph Kebble.4.17+
    
    Services Agreement between Randgold & Exploration Company Limited and Randgold
Resources Limited, dated February 2, 2003.4.18++
    
    Shareholder Loan Agreement dated August 1, 2004, between Randgold Resources Limited
and Randgold Resources (Somilo) Limited.4.19++
    
    Termination Agreement, dated November 9, 2004, between Randgold Resources Limited and
Mr. R.A.R. Kebble.4.20++
    
    Deed of Assignment, dated December 20, 2004, between Randgold Resources Limited and
Société des Mines de Loulo S.A.
 109




---



##### 



Exhibit No.
    
    Exhibit4.21++
    
    International Swap Dealers Association Inc. Master Agreement, dated December 21,
2004, between Randgold Resources Limited and Absa Bank Limited.4.22++
    
    Amendment to Shareholders Loan Agreement, between Randgold Resources Limited and
Randgold Resources (Somilo) Limited.4.23#
    
    Fifth Contract of Employment, dated January 31, 2005, between Randgold Resources
Limited and Dennis Mark Bristow.4.24§
    
    Mining Contract Agreement, dated February 15, 2005, between Société des Mine de Loulo
S.A and BCM Mali S.A.4.25§
    
    Third Contract of Employment, dated April 20, 2006, between Randgold Resources
Limited and Roger A. Williams.4.26#
    
    International Swap Dealers Association Inc. Master Agreement and Schedule thereto,
dated April 23, 2007, between Fortis Bank NV/SA Limited and Randgold Resources
Limited.4.27#
    
    International Swap Dealers Association Inc. Novation Agreement, dated April 23, 2007,
between Randgold Resources Limited, Société Générale and Fortis Bank NV/SA.4.28#
    
    Revolving Credit Facility Agreement, dated May 1, 2007, among Randgold Resources
(Somilo) Limited, Randgold Resources Limited, various Banks and Other Financial
Institutions and NM Rothschild & Sons Limited.4.29#
    
    Charge Over Shares, dated May 8, 2007, between Randgold Resources Limited and NM
Rothschild & Sons Limited.4.30#
    
    Charge Over Shares, dated May 8, 2007, between Mining Investments (Jersey) Limited
and NM Rothschild & Sons Limited.4.31#
    
    Deed of Guarantee and Indemnity, dated May 8, 2007, between Randgold Resources
Limited and NM Rothschild & Sons Limited.4.32#
    
    Deed of Guarantee and Indemnity, dated May 8, 2007, between Société des Mines de
Loulo S.A. and NM Rothschild & Sons Limited.4.33#
    
    Deed of Assignment, dated May 8, 2007, between Randgold Resources Limited and NM
Rothschild & Sons Limited.4.34#
    
    Registered Share Pledge Agreement, dated May 9, 2007, between Randgold Resources
(Somilo) Limited and NM Rothschild & Sons Limited.4.35##
    
    Joint Venture Agreement, dated April 4, 2008, between New Mining CI and Randgold
Resources (Côte dIvoire) Limited.4.36###
    
    Addendum to the Joint Venture Agreement, dated April 4, 2008, between New Mining CI
and Randgold Resources (Côte dIvoire) Limited.4.37###
    
    Employment Contract, dated April 28, 2008, between Randgold Resources Limited and
Dennis Mark Bristow.4.38###
    
    First Contract of Employment, dated April 28, 2007, between Randgold Resources
Limited and Graham P. Shuttleworth.4.39###
    
    Addendum to the Joint Venture Agreement, dated April 22, 2008, between AngloGold
Ashanti Limited and Randgold Resources Limited.4.40###
    
    Addendum to the Operatorship Agreement, dated April 22, 2008, between AngloGold
Ashanti Limited, AngloGold Services Mali SA, Société des
Mines de Morila SA and Mining
Investments Jersey Limited.4.41**
    
    Project Management Agreement between La Société dOpération Ivoirienne dElectricité
(SOPIE) and Randgold Resources C.I.  SARL, dated March 2009.4.42**
    
    Letter Agreement, dated September 18, 2008, between Randgold Resources (Côte
dIvoire) Limited and New Mining Côte dIvoire SARL.4.43**
    
    Rules of the Randgold Resources Limited Restricted Share Scheme.4.44**
    
    Contract of Employment, dated July 1, 2008, between Randgold Resources Limited and
Graham P. Shuttleworth.8.1**
    
    List of Subsidiaries.12.1**
    
    Certification by Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.12.2**
    
    Certification by Financial Director pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
 110




---



##### 



Exhibit No.
    
    Exhibit13.1**
    
    Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2**
    
    Certification by Financial Director pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1**
    
    Consent of BDO Stoy Hayward LLP.15.2**
    
    Consent of BDO Stoy Hayward LLP.15.3**
    
    Consent of PricewaterhouseCoopers LLP.15.4**
    
    Consent of PricewaterhouseCoopers Inc.
 
 *
    
    Incorporated herein by reference to Registrants Registration Statement on Form F-1
(File No. 333-90972), filed on June 21, 2002.+
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2002.++
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2004.+++
    
    Incorporated by reference to Registrants Registration Statement on Form F-6 (File
No. 333-129147), filed on October 20, 2005.§
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2005.#
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2006.##
    
    Incorporated by reference to Registrants Registration Statement on Form F-3 (File
No. 333-147648), filed on November 27, 2007.###
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2007.**
    
    Filed herewith. 111




---



##### 



SIGNATURES
  RANDGOLD RESOURCES LIMITED
 By:
    
    /s/ D. Mark BristowName: D. Mark Bristow
Title: Chief Executive Officer
Date: May 15, 2009
 112




---



##### 



Exhibit Index
 Exhibit No.
    
    Exhibit4.41
    
    Project Management Agreement between La Société dOpération
Ivoirienne dElectricité (SOPIE) and Randgold Resources C.I. 
SARL, dated March 2009.4.42
    
    Letter Agreement, dated September 18, 2008, between Randgold
Resources (Côte dIvoire) Limited and New Mining Côte dIvoire
SARL.4.43
    
    Rules of the Randgold Resources Limited Restricted Share Scheme.4.44
    
    Contract of Employment, dated July 1, 2008, between Randgold
Resources Limited and Graham P. Shuttleworth.8.1
    
    List of Subsidiaries.12.1
    
    Certification by Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.12.2
    
    Certification by Financial Director pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.13.1
    
    Certification by Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.13.2
    
    Certification by Financial Director pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.15.1
    
    Consent of BDO Stoy Hayward LLP.15.2
    
    Consent of BDO Stoy Hayward LLP.15.3
    
    Consent of PricewaterhouseCoopers LLP.15.4
    
    Consent of PricewaterhouseCoopers Inc.
 113




---



##### 



INDEX TO FINANCIAL STATEMENTS
 PAGERandgold Resources LimitedREPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    F-1CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    
    
    F-3CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2008 AND 2007
    
    
    F-4CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    
    
    F-5CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    
    
    F-6NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-7Société des Mines de Morila S.A.REPORT OF THE INDEPENDENT AUDITORS
    
    
    F-44REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    F-45INCOME STATEMENT FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    
    
    F-46BALANCE SHEET AT DECEMBER 31, 2008 AND 2007
    
    
    F-47STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    
    
    F-48CASH FLOW STATEMENT FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    
    
    F-49NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-50




---



##### 



REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control  Integrated
Framework
      
 F-1




---



##### 



REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   /s/ PricewaterhouseCoopers LLP
 F-2




---



##### 



RANDGOLD RESOURCES LIMITED
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
 US$000
    
    Notes
    
    2008
    
    2007
    
    2006REVENUEGold sales on spot
    
    
    
    
    
    
    374,110
    
    
    
    313,421
    
    
    
    274,907Loss on matured hedges
    
    
    
    
    
    
    (35,538
    )
    
    
    (23,580
    )
    
    
    (12,190
    )Non-cash loss on roll forward of hedges
    
    
    
    
    
    
    
    
    
    
    (7,036
    )
    
    
    (4,413
    )Total revenue
    
    
    
    
    
    
    338,572
    
    
    
    282,805
    
    
    
    258,304OTHER INCOMEOther income
    
    
    
    
    
    
    4,194
    
    
    
    967
    
    
    
    1,168TOTAL INCOME
    
    
    
    
    
    
    342,766
    
    
    
    283,772
    
    
    
    259,472COSTS AND EXPENSESMining and processing costs
    
    
    26
    
    
    
    199,520
    
    
    
    159,403
    
    
    
    137,694Transport and refining costs
    
    
    
    
    
    
    2,053
    
    
    
    1,595
    
    
    
    711Royalties
    
    
    
    
    
    
    19,730
    
    
    
    18,307
    
    
    
    16,979Exploration and corporate expenditure
    
    
    27
    
    
    
    45,163
    
    
    
    35,920
    
    
    
    28,805Other expenses
    
    
    
    
    
    
    363
    
    
    
    5,008
    
    
    
    3,667TOTAL COSTS
    
    
    
    
    
    
    266,829
    
    
    
    220,233
    
    
    
    187,856Finance income
    
    
    28
    
    
    
    9,335
    
    
    
    9,167
    
    
    
    8,723Finance costs
    
    
    28
    
    
    
    (3,338
    )
    
    
    (5,805
    )
    
    
    (6,366
    )Provision for financial assets
    
    
    28
    
    
    
    (10,350
    )
    
    
    Finance income  net
    
    
    28
    
    
    
    (4,353
    )
    
    
    3,362
    
    
    
    2,357PROFIT BEFORE INCOME TAX
    
    
    
    
    
    
    71,584
    
    
    
    66,901
    
    
    
    73,973Income tax expense
    
    
    4
    
    
    
    (24,564
    )
    
    
    (21,273
    )
    
    
    (23,097
    )NET PROFIT
    
    
    
    
    
    
    47,020
    
    
    
    45,628
    
    
    
    50,876Attributable to:Equity shareholders
    
    
    
    
    
    
    41,569
    
    
    
    42,041
    
    
    
    47,564Minority shareholders
    
    
    
    
    
    
    5,451
    
    
    
    3,587
    
    
    
    3,31247,020
    
    
    
    45,628
    
    
    
    50,876BASIC EARNINGS PER SHARE (US$)
    
    
    6
    
    
    
    0.54
    
    
    
    0.60
    
    
    
    0.70DILUTED EARNINGS PER SHARE (US$)
    
    
    6
    
    
    
    0.54
    
    
    
    0.60
    
    
    
    0.69
  F-3




---



##### 



RANDGOLD RESOURCES LIMITED
 
 CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31,
 US$000
    
    Notes
    
    2008
    
    2007ASSETSNON-CURRENT ASSETSProperty, plant and equipment
    
    
    9
    
    
    
    336,138
    
    
    
    269,896Deferred taxation
    
    
    11
    
    
    
    1,559
    
    
    
    2,163Long term ore stockpiles
    
    
    8
    
    
    
    48,831
    
    
    
    43,190Receivables
    
    
    7
    
    
    
    9,403
    
    
    
    22,823Available-for-sale financial assets
    
    
    12
    
    
    
    38,600
    
    
    
    TOTAL NON-CURRENT ASSETS
    
    
    
    
    
    
    434,531
    
    
    
    338,072CURRENT ASSETSInventories and ore stockpiles
    
    
    8
    
    
    
    81,781
    
    
    
    57,410Receivables
    
    
    7
    
    
    
    47,499
    
    
    
    42,104Available-for-sale financial assets
    
    
    12
    
    
    
    
    
    
    
    48,950Cash and cash equivalents
    
    
    
    
    
    
    257,631
    
    
    
    294,183TOTAL CURRENT ASSETS
    
    
    
    
    
    
    386,911
    
    
    
    442,647TOTAL ASSETS
    
    
    
    
    
    
    821,442
    
    
    
    780,719EQUITY AND LIABILITIESOrdinary shares
    
    
    5
    
    
    
    3,827
    
    
    
    3,809Share premium
    
    
    5
    
    
    
    455,974
    
    
    
    450,814Accumulated profit
    
    
    
    
    
    
    245,982
    
    
    
    213,567Other reserves
    
    
    
    
    
    
    (31,387
    )
    
    
    (69,391
    )Shareholders equity
    
    
    
    
    
    
    674,396
    
    
    
    598,799Minority interest
    
    
    16
    
    
    
    13,745
    
    
    
    8,294TOTAL EQUITY
    
    
    
    
    
    
    688,141
    
    
    
    607,093NON-CURRENT LIABILITIESLong-term borrowings
    
    
    15
    
    
    
    1,284
    
    
    
    2,773Loans from minority shareholders in subsidiaries
    
    
    16
    
    
    
    3,032
    
    
    
    3,096Financial liabilities  forward gold sales
    
    
    17
    
    
    
    15,749
    
    
    
    51,953Deferred taxation
    
    
    11
    
    
    
    3,016
    
    
    
    1,451Provision for environmental rehabilitation
    
    
    14
    
    
    
    14,054
    
    
    
    11,074TOTAL NON-CURRENT LIABILITIES
    
    
    
    
    
    
    37,135
    
    
    
    70,347CURRENT LIABILITIESFinancial liabilities  forward gold sales
    
    
    17
    
    
    
    37,388
    
    
    
    33,672Accounts payable and accrued liabilities
    
    
    13
    
    
    
    48,110
    
    
    
    63,330Taxation payable
    
    
    
    
    
    
    9,190
    
    
    
    2,630Current portion of long term borrowings
    
    
    15
    
    
    
    1,478
    
    
    
    3,647TOTAL CURRENT LIABILITIES
    
    
    
    
    
    
    96,166
    
    
    
    103,279TOTAL EQUITY AND LIABILITIES
    
    
    
    
    
    
    821,442
    
    
    
    780,719
  F-4




---



##### 



RANDGOLD RESOURCES LIMITED
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31,
 Attributable to Equity Shareholders
 Numberof ordinary
    
    Share
    
    Share
    
    Accumulated
    
    Other
    
    
    
    
    
    MinorityUS$000
    
    shares
    
    capital
    
    premium
    
    profit
    
    reserves
    
    Total
    
    interest
    
    TotalBALANCE ATDecember 31, 2005
    
    
    68,072,864
    
    
    
    3,404
    
    
    
    208,582
    
    
    
    130,836
    
    
    
    (41,000
    )
    
    
    301,822
    
    
    
    1,395
    
    
    
    303,217Movement on cash flow hedgesTransfer to income statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,256
    
    
    
    17,256
    
    
    
    
    
    
    
    17,256Fair value movement on financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,603
    )
    
    
    (36,603
    )
    
    
    
    
    
    
    (36,603
    )Net income recognized directly in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,347
    )
    
    
    (19,347
    )
    
    
    
    
    
    
    (19,347
    )Net profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,564
    
    
    
    
    
    
    
    47,564
    
    
    
    3,312
    
    
    
    50,876Total recognized income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,564
    
    
    
    (19,347
    )
    
    
    28,217
    
    
    
    3,312
    
    
    
    31,529Share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,369
    
    
    
    2,369
    
    
    
    
    
    
    
    2,369Exercise of employee stock options
    
    
    633,867
    
    
    
    34
    
    
    
    3,619
    
    
    
    
    
    
    
    
    
    
    
    3,653
    
    
    
    
    
    
    
    3,653Shares vested ~
    
    
    56,830
    
    
    
    2
    
    
    
    802
    
    
    
    
    
    
    
    (802
    )
    
    
    2
    
    
    
    
    
    
    
    2Exercise of options previously expensed under IFRS 2
    
    
    
    
    
    
    
    
    
    
    650
    
    
    
    
    
    
    
    (650
    )
    
    
    
    
    
    
    
    
    
    
    BALANCE AT DEC 31, 2006
    
    
    68,763,561
    
    
    
    3,440
    
    
    
    213,653
    
    
    
    178,400
    
    
    
    (59,430
    )
    
    
    336,063
    
    
    
    4,707
    
    
    
    340,770Movement on cash flow hedgesTransfer to income statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,371
    
    
    
    30,371
    
    
    
    
    
    
    
    30,371Fair value movement on financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41,712
    )
    
    
    (41,712
    )
    
    
    
    
    
    
    (41,712
    )Net income recognized directly in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,341
    )
    
    
    (11,341
    )
    
    
    
    
    
    
    (11,341
    )Net profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,041
    
    
    
    
    
    
    
    42,041
    
    
    
    3,587
    
    
    
    45,628Total recognized income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,041
    
    
    
    (11,341
    )
    
    
    30,700
    
    
    
    3,587
    
    
    
    34,287Share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,847
    
    
    
    2,847
    
    
    
    
    
    
    
    2,847Share options exercised
    
    
    545,667
    
    
    
    28
    
    
    
    4,353
    
    
    
    
    
    
    
    
    
    
    
    4,381
    
    
    
    
    
    
    
    4,381Shares vested #
    
    
    10,102
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    (170
    )
    
    
    
    
    
    
    
    
    
    
    Exercise of options previously expensed under IFRS 2
    
    
    
    
    
    
    
    
    
    
    1,297
    
    
    
    
    
    
    
    (1,297
    )
    
    
    
    
    
    
    
    
    
    
    Dividends relating to 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,874
    )
    
    
    
    
    
    
    (6,874
    )
    
    
    
    
    
    
    (6,874
    )Capital raising
    
    
    6,821,000
    
    
    
    341
    
    
    
    240,099
    
    
    
    
    
    
    
    
    
    
    
    240,440
    
    
    
    
    
    
    
    240,440Costs associated with capital raising
    
    
    
    
    
    
    
    
    
    
    (8,758
    )
    
    
    
    
    
    
    
    
    
    
    (8,758
    )
    
    
    
    
    
    
    (8,758
    )BALANCE AT DEC 31, 2007
    
    
    76,140,330
    
    
    
    3,809
    
    
    
    450,814
    
    
    
    213,567
    
    
    
    (69,391
    )
    
    
    598,799
    
    
    
    8,294
    
    
    
    607,093Movement on cash flow hedgesTransfer to income statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,901
    
    
    
    35,901
    
    
    
    
    
    
    
    35,901Fair value movement on financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,050
    )
    
    
    (3,050
    )
    
    
    
    
    
    
    (3,050
    )Net income recognized directly in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,851
    
    
    
    32,851
    
    
    
    
    
    
    
    32,851Net profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,569
    
    
    
    
    
    
    
    41,569
    
    
    
    5,451
    
    
    
    47,020Total recognized income/(expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,569
    
    
    
    32,851
    
    
    
    74,420
    
    
    
    5,451
    
    
    
    79,871Share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,471
    
    
    
    6,471
    
    
    
    
    
    
    
    6,471Share options exercised
    
    
    353,400
    
    
    
    18
    
    
    
    3,842
    
    
    
    
    
    
    
    
    
    
    
    3,860
    
    
    
    
    
    
    
    3,860Shares vested#
    
    
    6,594
    
    
    
    
    
    
    
    160
    
    
    
    
    
    
    
    (160
    )
    
    
    
    
    
    
    
    
    
    
    Exercise of options previously expensed under IFRS 2
    
    
    
    
    
    
    
    
    
    
    1,158
    
    
    
    
    
    
    
    (1,158
    )
    
    
    
    
    
    
    
    
    
    
    Dividends relating to 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,154
    )
    
    
    
    
    
    
    (9,154
    )
    
    
    
    
    
    
    (9,154
    )BALANCE AT DEC 31, 2008
    
    
    76,500,324
    
    
    
    3,827
    
    
    
    455,974
    
    
    
    245,982
    
    
    
    (31,387
    )
    
    
    674,396
    
    
    
    13,745
    
    
    
    688,141
          
 #
    
    Restricted shares were issued to directors as remuneration. Of these shares, 63,594 (2007:
57,000) have vested, while the remainder of the shares, 5,826 (2007: 7,704) are still held by the
company as treasury shares. The transfer between other reserves and share premium in respect of the shares vested
represents the cost calculated in accordance with IFRS 2.
 F-5




---



##### 



RANDGOLD RESOURCES LIMITED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
 US$000
    
    Note
    
    2008
    
    2007
    
    2006CASH FLOW FROM OPERATING ACTIVITIESProfit after tax
    
    
    
    
    
    
    47,020
    
    
    
    45,628
    
    
    
    50,876Income tax expense
    
    
    
    
    
    
    24,564
    
    
    
    21,273
    
    
    
    23,097Profit before income tax
    
    
    
    
    
    
    71,584
    
    
    
    66,901
    
    
    
    73,973Net interest received
    
    
    
    
    
    
    (5,997
    )
    
    
    (2,636
    )
    
    
    (1,559
    )Impairment of ARS
    
    
    
    
    
    
    10,350
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    
    
    
    
    21,333
    
    
    
    20,987
    
    
    
    22,844Ineffectiveness on cash flow hedges
    
    
    
    
    
    
    363
    
    
    
    323
    
    
    
    653Effect of roll forward of hedges
    
    
    
    
    
    
    
    
    
    
    7,036
    
    
    
    4,413Unwind of discount on provisions for environmental rehabilitation
    
    
    
    
    
    
    443
    
    
    
    554
    
    
    
    541Share-based payment
    
    
    
    
    
    
    6,471
    
    
    
    2,847
    
    
    
    2,369104,547
    
    
    
    96,012
    
    
    
    103,234Effects of changes in operating working capital items:   receivables
    
    
    
    
    
    
    8,629
    
    
    
    (23,289
    )
    
    
    (9,640
    )   inventories and ore stockpiles
    
    
    
    
    
    
    (30,012
    )
    
    
    (24,786
    )
    
    
    (19,428
    )   accounts payable and accrued liabilities
    
    
    
    
    
    
    (26,618
    )
    
    
    23,897
    
    
    
    9,469Cash generated from operations before interest and tax
    
    
    
    
    
    
    56,546
    
    
    
    71,834
    
    
    
    83,635Interest received
    
    
    
    
    
    
    9,335
    
    
    
    7,887
    
    
    
    7,384Interest paid
    
    
    
    
    
    
    (3,338
    )
    
    
    (5,251
    )
    
    
    (5,825
    )Income tax paid
    
    
    
    
    
    
    (5,042
    )
    
    
    (12,237
    )
    
    
    (14,784
    )Net cash generated from operating activities
    
    
    
    
    
    
    57,501
    
    
    
    62,233
    
    
    
    70,410CASH FLOW FROM INVESTING ACTIVITIESAdditions to property, plant and equipment
    
    
    
    
    
    
    (85,038
    )
    
    
    (47,905
    )
    
    
    (61,508
    )Repayments from contractors
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    105Acquisition of available-for-sale financial assets
    
    
    
    
    
    
    
    
    
    
    (48,950
    )
    
    
    Net cash used by investing activities
    
    
    
    
    
    
    (85,038
    )
    
    
    (96,855
    )
    
    
    (61,403
    )CASH FLOW FROM FINANCING ACTIVITIESOrdinary shares issued
    
    
    
    
    
    
    3,860
    
    
    
    236,063
    
    
    
    3,653Long term loans repaid
    
    
    
    
    
    
    (3,721
    )
    
    
    (43,740
    )
    
    
    (21,756
    )Dividends paid to companys shareholders
    
    
    
    
    
    
    (9,154
    )
    
    
    (6,874
    )
    
    
    Cash generated from/(used by) financing activities
    
    
    
    
    
    
    (9,015
    )
    
    
    185,449
    
    
    
    (18,103
    )NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS
    
    
    
    
    
    
    (36,552
    )
    
    
    150,827
    
    
    
    (9,096
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    
    
    
    
    294,183
    
    
    
    143,356
    
    
    
    152,452CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    
    
    
    
    
    257,631
    
    
    
    294,183
    
    
    
    143,356Cash at bank and in hand
    
    
    
    
    
    
    257,631
    
    
    
    11,447
    
    
    
    10,948Short term bank deposits
    
    
    
    
    
    
    
    
    
    
    282,736
    
    
    
    132,408257,631
    
    
    
    294,183
    
    
    
    143,356
   F-6




---



##### 



RANDGOLD RESOURCES LIMITED
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1. NATURE OF OPERATIONS
   2. SIGNIFICANT ACCOUNTING POLICIES
  BASIS OF PREPARATION:
    F-7




---



##### 



RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
         F-8




---



##### 



RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        F-9




---



##### 



RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
       CONSOLIDATION:
 SUBSIDIARIES:
 F-10




---



##### 



RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   JOINT VENTURES:
  INVESTMENT SUBSIDIARIES AND JOINT VENTURE:
 SEGMENT REPORTING:
 FOREIGN CURRENCY TRANSLATION:
 Functional and presentation currency
  Transactions and balances
  PROPERTY, PLANT AND EQUIPMENT:
 Undeveloped properties
  F-11




---



##### 



RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Long-lived assets
  Short-lived assets
  Depreciation and amortization
  Impairment
  STRIPPING COSTS:
 INVENTORIES:
 F-12




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  INTEREST/BORROWING COST:
 FINANCIAL INSTRUMENTS:
 DERIVATIVES:
  Cash flow hedge
   RECEIVABLES:
 F-13




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  CASH AND CASH EQUIVALENTS:
 AVAILABLE-FOR-SALE FINANCIAL ASSETS:
 BORROWINGS:
 ACCOUNTS PAYABLE:
 REHABILITATION COSTS:
  PROVISIONS:
 CURRENT TAX:
 DEFERRED TAXATION:
 F-14




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   SHARE CAPITAL:
 EMPLOYEE BENEFITS:
 Retirement funding obligations
  Termination benefits
  Profit-sharing and bonus plans
  Share-based payments
  FINANCE LEASES:
 OPERATING LEASES:
 F-15




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  REVENUE RECOGNITION:
 EXPLORATION AND EVALUATION COSTS:
 
    
    Exploration and evaluation expenditure on brownfield sites, being those adjacent
to mineral deposits which are already being mined or developed, is expensed as
incurred until the directors are able to demonstrate that future economic benefits
are probable through the completion of a pre-feasibility study, after which the
expenditure is capitalized as a mine development cost. A pre-feasibility study
consists of a comprehensive study of the viability of a mineral project that has
advanced to a stage where the mining method, in the case of underground mining, or
the pit configuration, in the case of an open pit, has been established, and which,
if an effective method of mineral processing has been determined, includes a
financial analysis based on reasonable assumptions of technical, engineering,
operating economic factors and the evaluation of other relevant factors. The
pre-feasibility study, when combined with existing knowledge of the mineral
property that is adjacent to mineral deposits that are already being mined or
developed, allow the directors to conclude that it is more likely than not that the
group will obtain future economic benefit from the expenditures.
    
    Exploration and evaluation expenditure on greenfield sites, being those where
the group does not have any mineral deposits which are already being mined or
developed, is expensed until such time as the directors have sufficient information
to determine that future economic benefits are probable. The information required
by directors is typically a final feasibility study, however, a prefeasibility
study may be deemed to be sufficient where the additional work required to prepare
a final feasibility study is not significant.
    
    Exploration and evaluation expenditure relating to extensions of mineral
deposits which are already being mined or developed, including expenditure on the
definition of mineralization of such mineral deposits, is capitalized as a mine
development cost following the completion of an economic evaluation equivalent to a
pre-feasibility study. This economic evaluation is distinguished from a
pre-feasibility study in that some of the information that would normally be
determined in a pre-feasibility study is instead obtained from the existing mine or
development. This information when combined with existing knowledge of the mineral
property already being mined or developed allow the directors to conclude that it
more likely than not the group will obtain future economic benefit from the
expenditures. Costs relating to property acquisitions are also capitalized. These
costs are capitalized within development costs.
 DIVIDEND DISTRIBUTION:
 EARNINGS PER SHARE:
 F-16




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 DILUTED EARNINGS PER SHARE:
 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
  Future rehabilitation obligations
  Gold price assumptions
  2008
    
    2007Morila
    
    US$
    650
    
    
    US$
    525Loulo: Open pit
    
    US$
    650
    
    
    US$
    550Loulo: Underground
    
    US$
    650
    
    
    US$
    550Tongon
    
    US$
    650
    
    
    US$
    525
  Determination of ore reserves
  Uncertainties relating to transactions with a contractor
  Indirect taxes receivable
  F-17




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Derivative valuation
  Dec. 31, 2008
    
    Dec. 31, 2007LIBOR rates
    
    
    3.92  1.83
    %
    
    
    5.36  4.70
    %Spot gold prices
    
    US$
    865.00
    
    US$
    836.60Gold lease rates
    
    
    0.23  1.11
    %
    
    
    0.12  0.26
    %
 Share-based payments
          F-18




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 4. INCOME AND MINING TAXES
 Dec. 31,
    
    Dec. 31,
    
    Dec. 31,US$000
    
    Note
    
    2008
    
    2007
    
    2006Current taxation
    
    
    
    
    
    
    22,395
    
    
    
    19,454
    
    
    
    22,671Deferred taxation
    
    
    11
    
    
    
    2,169
    
    
    
    1,819
    
    
    
    42624,564
    
    
    
    21,273
    
    
    
    23,097The tax on the groups profit before
tax differs from the theoretical
amount that would arise using the
statutory tax rate applicable to the
groups Malian operationsProfit before tax
    
    
    
    
    
    
    71,584
    
    
    
    66,901
    
    
    
    73,973Tax calculated at tax rate of 35%
    
    
    
    
    
    
    25,054
    
    
    
    23,415
    
    
    
    25,891Reconciling itemsIncome taxed at 0%
    
    
    
    
    
    
    (10,107
    )
    
    
    (3,418
    )
    
    
    (3,290
    )Expenses deductible at 0%
    
    
    
    
    
    
    18,629
    
    
    
    11,201
    
    
    
    8,426Mali tax holiday permanent differences
    
    
    
    
    
    
    (8,976
    )
    
    
    (10,981
    )
    
    
    (9,125
    )Capital allowances not deductible
    
    
    
    
    
    
    2,169
    
    
    
    1,819
    
    
    
    Other permanent differences
    
    
    
    
    
    
    (2,205
    )
    
    
    (763
    )
    
    
    1,195Taxation charge
    
    
    
    
    
    
    24,564
    
    
    
    21,273
    
    
    
    23,097
  5. SHARE CAPITAL AND PREMIUM
  6. EARNINGS AND DIVIDENDS PER SHARE
 FOR THE YEAR ENDED DECEMBER 31, 2008Income
    
    
    
    
    
    Per share(numerator)
    
    Shares
    
    AmountUS$000
    
    (denominator)
    

US$BASIC EARNINGS PER SHAREShares outstanding January 1, 2008
    
    
    
    
    
    
    76,140,330
    
    
    
    Weighted number of shares issued
    
    
    
    
    
    
    159,786
    
    
    
    Income available to shareholders
    
    
    41,569
    
    
    
    76,300,116
    
    
    
    0.54EFFECT OF DILUTIVE SECURITIESWeighted stock options issues to
employees
    
    
    
    
    
    
    1,240,082
    
    
    
    Diluted earnings per share
    
    
    41,569
    
    
    
    77,540,198
    
    
    
    0.54
 F-19




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 2007Shares outstanding January 1, 2007
    
    
    
    
    
    
    68,763,561
    
    
    
    Weighted number of shares issued
    
    
    
    
    
    
    825,422
    
    
    
    Income available to shareholders
    
    
    42,041
    
    
    
    69,588,983
    
    
    
    0.60EFFECT OF DILUTIVE SECURITIESWeighted stock options issues to
employees
    
    
    
    
    
    
    682,932
    
    
    
    Diluted earnings per share
    
    
    42,041
    
    
    
    70,271,915
    
    
    
    0.60FOR THE YEAR ENDED DECEMBER 31, 2006Shares outstanding January 1, 2006
    
    
    
    
    
    
    68,072,864
    
    
    
    Weighted number of shares issued
    
    
    
    
    
    
    318,928
    
    
    
    Income available to shareholders
    
    
    47,564
    
    
    
    68,391,792
    
    
    
    0.70EFFECT OF DILUTIVE SECURITIESWeighted stock options issues to
employees
    
    
    
    
    
    
    939,243
    
    
    
    Diluted earnings per share
    
    
    47,564
    
    
    
    69,331,035
    
    
    
    0.69
  7. RECEIVABLES
 US$000
    
    Notes
    
    Dec. 31, 2008
    
    Dec. 31, 2007Trade
    
    
    
    
    
    
    9,559
    
    
    
    25,405Advances to contractors
    
    
    7.1
    
    
    
    12,064
    
    
    
    12,064Taxation debtor
    
    
    7.2
    
    
    
    9,858
    
    
    
    19,911Prepayments and other receivables
    
    
    
    
    
    
    26,557
    
    
    
    8,68358,038
    
    
    
    66,063Impairment provision
    
    
    
    
    
    
    (1,136
    )
    
    
    (1,136
    )Total
    
    
    
    
    
    
    56,902
    
    
    
    64,927Less: current portion
    
    
    
    
    
    
    (47,499
    )
    
    
    (42,104
    )Long term portion
    
    
    
    
    
    
    9,403
    
    
    
    22,823
 
 7.1
    
    Advances to contractors comprise advances made to a contractor at Loulo, MDM Ferroman (Pty)
Ltd (in liquidation) (MDM). MDM was the contractor responsible for construction of the
Loulo mine until the main construction contract was taken back on December 30, 2005.
Significant uncertainties exist relating to the recoverability of these advances. More detail
is given in note 23 to the financial statements.7.2
    
    The taxation debtor relates to indirect taxes owing to the group by the State of Mali.
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007The fair values of trade
and other receivables are
as follows:Trade
    
    
    9,559
    
    
    
    25,405Advances to contractors
    
    
    12,064
    
    
    
    12,064Taxation debtor
    
    
    8,722
    
    
    
    18,775Prepayments
    
    
    26,557
    
    
    
    8,68356,902
    
    
    
    64,927
 F-20




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Dec. 31, 2008
    
    Dec. 31, 2007AT JANUARY 1,
    
    
    1,136
    
    
    
    3,183Unused amounts reversed
    
    
    
    
    
    
    (2,047
    )AT DECEMBER 31,
    
    
    1,136
    
    
    
    1,136
     8. INVENTORIES AND ORE STOCKPILES
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Consumable stores
    
    
    38,621
    
    
    
    31,993Short term portion of ore stockpiles
    
    
    40,140
    
    
    
    21,383Gold in process
    
    
    3,020
    
    
    
    4,034Total current asset inventories and ore stockpiles
    
    
    81,781
    
    
    
    57,410Long term portion of ore stockpiles
    
    
    48,831
    
    
    
    43,190Total inventories and ore stockpiles
    
    
    130,612
    
    
    
    100,600
  9. PROPERTY, PLANT AND EQUIPMENT
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Mine properties, mine development costs and
mine plant facilities and equipmentCostAt the beginning of year
    
    
    347,422
    
    
    
    297,839Additions
    
    
    87,575
    
    
    
    49,583434,997
    
    
    
    347,422Accumulated depreciation and amortizationAt the beginning of the year
    
    
    77,526
    
    
    
    56,539Charge for the year
    
    
    21,333
    
    
    
    20,98798,859
    
    
    
    77,526NET BOOK VALUE
    
    
    336,138
    
    
    
    269,876
 F-21




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Long-lived assets
  Short-lived assets
  Undeveloped property
    10. JOINT VENTURE
  US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Non-current assets
    
    
    79,156
    
    
    
    84,434Current assets
    
    
    59,020
    
    
    
    42,982Total assets
    
    
    138,176
    
    
    
    127,416Non-current liabilities
    
    
    8,504
    
    
    
    8,194Current liabilities
    
    
    16,712
    
    
    
    12,714Total liabilities
    
    
    25,216
    
    
    
    20,908
   11. DEFERRED TAXATION
 US$000
    
    Note
    
    Dec. 31, 2008
    
    Dec. 31, 2007Deferred tax is calculated on temporary
differences under the liability method using a
tax rate of 35% (2006: 35%).The movement on deferred taxation is as follows:At the beginning of the year
    
    
    
    
    
    
    (712
    )
    
    
    (2,531
    )Income statement charge
    
    
    4
    
    
    
    2,169
    
    
    
    1,819At the end of the year
    
    
    
    
    
    
    1,457
    
    
    
    (712
    )
 F-22




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 US$000
    
    Note
    
    Dec. 31, 2008
    
    Dec. 31, 2007Deferred taxation assets and liabilities
comprise the following:Decelerated tax depreciation
    
    
    
    
    
    
    3,016
    
    
    
    1,451Deferred taxation liability
    
    
    
    
    
    
    3,016
    
    
    
    1,451Deferred stripping
    
    
    
    
    
    
    (1,559
    )
    
    
    (2,163
    )Deferred taxation asset
    
    
    
    
    
    
    (1,559
    )
    
    
    (2,163
    )Net deferred taxation asset
    
    
    
    
    
    
    1,457
    
    
    
    (712
    )
  12. AVAILABLE-FOR-SALE FINANCIAL ASSETS
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007BEGINNING OF YEAR
    
    
    48,950
    
    
    
    Acquisition of asset backed securities
    
    
    
    
    
    
    48,950Impairment of asset backed securities
    
    
    (10,350
    )
    
    
    END OF YEAR
    
    
    38,600
    
    
    
    48,950There were no impairment provisions on available-for-sale financial assets in 2007.Available-for-sale financial assets include the following:Investments in US asset backed securities
    
    
    38,600
    
    
    
    48,950
  
    
    Credit ratings of the underlying collateral.
    
    Average maturity of the underlying collateral.
    
    Default ratios, which are prepared by the credit rating agencies on the basis of
historical default data. The key inputs used by the company to determine the appropriate
default ratio to apply are the average maturity and credit ratings of the underlying
collateral.
    
    Recovery ratios applied in the event of default of the underlying collateral.
  F-23




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Trade payables
    
    
    13,405
    
    
    
    19,635Payroll and other compensation
    
    
    4,951
    
    
    
    4,540Accruals
    
    
    29,754
    
    
    
    39,15548,110
    
    
    
    63,330
 14. PROVISION FOR ENVIRONMENTAL REHABILITATION
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Opening balance
    
    
    11,074
    
    
    
    8,842Unwinding of discount
    
    
    443
    
    
    
    554Changes in estimates
    
    
    2,537
    
    
    
    1,67814,054
    
    
    
    11,074
  15. BORROWINGS
 US$000
    
    Note
    
    Dec. 31, 2008
    
    Dec. 31, 2007Morila power plant finance lease
    
    
    15.1
    
    
    
    1,792
    
    
    
    2,702Morila oxygen plant finance lease
    
    
    15.2
    
    
    
    370
    
    
    
    546Loulo CAT finance lease
    
    
    15.3
    
    
    
    600
    
    
    
    3,1722,762
    
    
    
    6,420Less: current portion
    
    
    
    
    
    
    (1,478
    )
    
    
    (3,647
    )1,284
    
    
    
    2,773
  F-24




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Morila power plant finance lease
  Morila oxygen plant finance loan
  Loulo CAT finance lease
   US
$000
    
    2008
    
    20070 - 12 months
    
    
    879
    
    
    
    1,0861 -5 years
    
    
    1,283
    
    
    
    2,1622,162
    
    
    
    3,248
  US $000
    
    Carrying amount
    
    Fair value2008
    
    2007
    
    2008
    
    2007Finance leases
    
    
    1,284
    
    
    
    2,773
    
    
    
    1,284
    
    
    
    2,7731,284
    
    
    
    2,773
    
    
    
    1,284
    
    
    
    2,773
   US $000
    
    2008
    
    2007US Dollar
    
    
    2,162
    
    
    
    3,248Euro
    
    
    600
    
    
    
    3,1722,762
    
    
    
    6,420
 F-25




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 2008
    
    2007The group has the following undrawn borrowing
facilities:Floating rate:- Expiring within one year
    
    
    12,000
    
    
    
    - Expiring beyond one year
    
    
    48,000
    
    
    
    60,00060,000
    
    
    
    60,000
 Maturities
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007The borrowings mature over the following periods:Not later than 1 year
    
    
    1,478
    
    
    
    3,647Later than 1 year and not later than 5 years
    
    
    1,284
    
    
    
    2,773Later than 5 years
    
    
    
    
    
    
    2,762
    
    
    
    6,420
 Finance lease liabilities  minimum lease payments
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Balance of leases outstanding
    
    
    3,683
    
    
    
    8,070Future finance charges on leases
    
    
    (921
    )
    
    
    (1,650
    )Present value of finance lease liabilities
    
    
    2,762
    
    
    
    6,420
  16. LOANS FROM MINORITY SHAREHOLDERS IN SUBSIDIARIES
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007SOMILOGovernment of Mali  principal amount
    
    
    671
    
    
    
    685Deferred interest
    
    
    2,361
    
    
    
    2,411Loans
    
    
    3,032
    
    
    
    3,096MINORITY INTEREST IN ACCUMULATED
PROFITS
    
    
    13,745
    
    
    
    8,294
  F-26




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 17. FINANCIAL LIABILITIES  FORWARD GOLD SALES
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Forward gold sales
    
    
    53,137
    
    
    
    85,625Less: current portion
    
    
    (37,388
    )
    
    
    (33,672
    )Non-current portion
    
    
    15,749
    
    
    
    51,953
  18. EMPLOYMENT COSTS
   US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007
    
    Dec. 31, 2006Short term benefits
    
    
    7,747
    
    
    
    4,187
    
    
    
    3,235Pension contributions
    
    
    374
    
    
    
    174
    
    
    
    237Share based payments
    
    
    6,471
    
    
    
    2,847
    
    
    
    2,369Total
    
    
    14,592
    
    
    
    7,208
    
    
    
    5,841
 Share-based payments
  US$000
    
    Note
    
    Dec. 31, 2008
    
    Dec. 31, 2007Expected life
    
    
    
    
    
    3 years
    
    3 yearsVolatility
    
    
    18.1
    
    
    
    41.63
    %
    
    
    30.06
    %Risk free interest rate
    
    
    
    
    
    
    2.69
    %
    
    
    4.34
    %Dividend yield
    
    
    
    
    
    
    0
    %
    
    
    0
    %Weighted average share price on
grant and valuation date
    
    
    18.2
    
    
    US$
    45.27
    
    
    US$
    22.19Weighted average exercise price
    
    
    18.3
    
    
    US$
    45.27
    
    
    US$
    22.19
 
 18.1
    
    Volatility is based on the three year historical volatility of the companys shares on each
grant date.18.2
    
    Weighted average share price for the valuation is calculated taking into account the market
price on all grant dates.18.3
    
    The weighted average exercise price is calculated taking into account the exercise price on
each grant date. The following table provides details on share options, including the number
and weighted average exercise price of share options outstanding at the beginning and end of
each period, options granted, exercised and lapsed during the period.
 F-27




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  Average
    
    
    
    
    
    AverageAvailable
    
    Granted
    
    US$ Price
    
    Exercised
    
    US$ Price
    
    TotalBALANCE AT DECEMBER 31, 2006
    
    
    1,861,345
    
    
    
    1,634,847
    
    
    
    
    
    
    
    7,584,370
    
    
    
    
    
    
    
    11,080,562Adjustment to balance following
increase in share capital
    
    
    
    
    
    
    1,106,206
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares exercised during the period
    
    
    
    
    
    
    (545,667
    )
    
    
    
    
    
    
    545,667
    
    
    
    25.41
    
    
    
    Shares granted during the period
    
    
    (1,521,000
    )
    
    
    1,521, 000
    
    
    
    22.19
    
    
    
    
    
    
    
    
    
    
    
    Shares lapsed during the period
    
    
    73,666
    
    
    
    (73,666
    )
    
    
    12.08
    
    
    
    
    
    
    
    
    
    
    
    BALANCE AT DECEMBER 31, 2007
    
    
    1,520,217
    
    
    
    2,536,514,8
    
    
    
    
    
    
    
    8,130,037
    
    
    
    
    
    
    
    12,186,768Adjustment to balance following
increase in share capital
    
    
    
    
    
    
    53,717
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustment in terms of paragraph
3.2 of the Share Option Scheme*
    
    
    1,624,578
    
    
    
    
    
    
    
    
    
    
    
    (1,624,578
    )
    
    
    
    
    
    
    Shares exercised during the period
    
    
    
    
    
    
    (341,400
    )
    
    
    
    
    
    
    341,400
    
    
    
    43.81
    
    
    
    Shares granted during the period
    
    
    (489,000
    )
    
    
    489,000
    
    
    
    36.43
    
    
    
    
    
    
    
    
    
    
    
    Shares lapsed during the period
    
    
    17,944
    
    
    
    (17,944
    )
    
    
    8.83
    
    
    
    
    
    
    
    
    
    
    
    BALANCE AT DECEMBER 31, 2008
    
    
    2,727,456
    
    
    
    2,666,170
    
    
    
    
    
    
    
    6,846,859
    
    
    
    
    
    
    
    12,240,485
 
 *
    
    The Randgold Resources Share Option Scheme is not constrained by a fixed time period. The
aggregate number of shares that may be determined for the Option Scheme includes all options that
have been exercised or are the subject of either terminated or expired options after a 10-year
period. 18.4
    
    The exercise of the options issued in 2008 is subject to a satisfactory performance level
being achieved during the 12 month period prior to the exercise date of each tranche of
options. The minimum performance level to be achieved is defined as level 3 in the companys
performance management system. It is expected that most employees who were rewarded share
options would achieve a level 3 performance.
  OUTSTANDING OPTIONSWeighted AverageNumber
    
    Contractual Life (in
    
    Weighted Averageof Shares
    
    years)
    
    Exercise Price (US$)Range of Exercise Price (US$)AT DECEMBER 31, 20081.25  2.13
    
    
    56,112
    
    
    
    2.25
    
    
    
    1.902.50  3.50
    
    
    15,302
    
    
    
    3.50
    
    
    
    3.225.00  8.25
    
    
    116,556
    
    
    
    
    
    
    8.05  8.05
    
    
    237,300
    
    
    
    5.60
    
    
    
    8.0512.78  16.15
    
    
    111,000
    
    
    
    6.62
    
    
    
    14.3622.50  22.50
    
    
    147,000
    
    
    
    7.92
    
    
    
    22.5022.19  22.19
    
    
    1,494,000
    
    
    
    8.64
    
    
    
    22.1926.26  46.34
    
    
    489,000
    
    
    
    9.47
    
    
    
    42.082,666,270
    
    
    
    7.86
    
    
    
    22.77AT DECEMBER 31, 20071.25  2.13
    
    
    89,456
    
    
    
    3.08
    
    
    
    1.812.50  3.50
    
    
    23,302
    
    
    
    2.31
    
    
    
    3.235.00  8.25
    
    
    116,556
    
    
    
    
    
    
    8.05  8.05
    
    
    443,300
    
    
    
    6.59
    
    
    
    8.0512.78  16.15
    
    
    172,000
    
    
    
    7.61
    
    
    
    14.3122.50  22.50
    
    
    192,000
    
    
    
    8.92
    
    
    
    22.50
 F-28




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 OUTSTANDING OPTIONSWeighted AverageNumber
    
    Contractual Life (in
    
    Weighted Averageof Shares
    
    years)
    
    Exercise Price (US$)22.19  22.19
    
    
    1,500,000
    
    
    
    9.64
    
    
    
    22.1926.26  46.34
    
    
    
    
    
    
    
    
    
    2,536,614
    
    
    
    8.17
    
    
    
    17.30
  OUTSTANDING OPTIONSWeighted AverageExercise AverageNumber of Shares
    
    (US$)Range of Exercise Price (US$)AT DECEMBER 31, 20081.25  2.13
    
    
    56,112
    
    
    
    1.902.50  3.50
    
    
    23,302
    
    
    
    3.195.00  8.25
    
    
    116,556
    
    
    
    8.258.05  16.15
    
    
    262,300
    
    
    
    8.6722.50  22.50
    
    
    19,000
    
    
    
    22.50447,270
    
    
    
    8.00AT DECEMBER 31, 20071.25  2.13
    
    
    89,456
    
    
    
    1.812.50  3.50
    
    
    23,302
    
    
    
    3.235.00  8.25
    
    
    116,556
    
    
    
    8.258.05  16.15
    
    
    111,966
    
    
    
    9.9322.50  22.50
    
    
    
    
    
    341,280
    
    
    
    6.77
 F-29




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 19. SEGMENT INFORMATION
  Groups40% share
    
    
    
    
    
    Corporateof Morila
    
    Loulo
    
    and
    
    IntercompanyUS$000
    
    Mine
    
    Mine
    
    Exploration
    
    eliminations
    
    TotalYEAR ENDED DECEMBER 31, 2008PROFIT AND LOSSGold sales on spot
    
    
    148,236
    
    
    
    225,874
    
    
    
    
    
    
    
    
    
    
    
    374,110Loss on matured hedges
    
    
    
    
    
    
    (35,538
    )
    
    
    
    
    
    
    
    
    
    
    (35,538
    )Non-cash loss on roll forward of hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total revenue
    
    
    148,236
    
    
    
    190,336
    
    
    
    
    
    
    
    
    
    
    
    338,572Mining and processing costs excluding depreciation
    
    
    (58,785
    )
    
    
    (119,402
    )
    
    
    
    
    
    
    
    
    
    
    (178,187
    )Depreciation and amortization
    
    
    (5,359
    )
    
    
    (15,974
    )
    
    
    
    
    
    
    
    
    
    
    (21,333
    )Mining and processing costs
    
    
    (64,144
    )
    
    
    (135,376
    )
    
    
    
    
    
    
    
    
    
    
    (199,520
    )Transport and refining costs
    
    
    (297
    )
    
    
    (1,756
    )
    
    
    
    
    
    
    
    
    
    
    (2,053
    )Royalties
    
    
    (9,072
    )
    
    
    (10,658
    )
    
    
    
    
    
    
    
    
    
    
    (19,730
    )Exploration and corporate expenditure
    
    
    (53
    )
    
    
    (3,501
    )
    
    
    (41,609
    )
    
    
    
    
    
    
    (45,163
    )Other (expenses)/income
    
    
    (3,346
    )
    
    
    (4,011
    )
    
    
    11,188
    
    
    
    
    
    
    
    3,831Finance costs
    
    
    (1,380
    )
    
    
    (9,492
    )
    
    
    (1,267
    )
    
    
    8,801
    
    
    
    (3,338
    )Finance income
    
    
    96
    
    
    
    104
    
    
    
    17,936
    
    
    
    (8,801
    )
    
    
    9,335Profit before income tax
    
    
    70,040
    
    
    
    25,646
    
    
    
    (24,102
    )
    
    
    
    
    
    
    71,584Provision for financial assets
    
    
    
    
    
    
    
    
    
    
    (10,350
    )
    
    
    
    
    
    
    (10,350
    )Income tax expense
    
    
    (23,188
    )
    
    
    (1,284
    )
    
    
    (92
    )
    
    
    
    
    
    
    (24,564
    )Net profit
    
    
    46,852
    
    
    
    24,362
    
    
    
    (24,194
    )
    
    
    
    
    
    
    47,020Capital expenditure
    
    
    (1,100
    )
    
    
    (59,415
    )
    
    
    (24,523
    )
    
    
    
    
    
    
    (85,038
    )Total assets
    
    
    138,176
    
    
    
    365,966
    
    
    
    317,300
    
    
    
    
    
    
    
    821,442Total external liabilities
    
    
    (25,216
    )
    
    
    (98,836
    )
    
    
    (6,217
    )
    
    
    
    
    
    
    (130,269
    )Dividends (paid)/received
    
    
    (40,400
    )
    
    
    
    
    
    
    40,400
    
    
    
    
    
    
    
    Net cash flows generated by/(utilized in) operations
    
    
    58,530
    
    
    
    34,599
    
    
    
    (35,628
    )
    
    
    
    
    
    
    57,501Net cash flows utilized in investing activities
    
    
    (1,100
    )
    
    
    (59,415
    )
    
    
    (24,523
    )
    
    
    
    
    
    
    (85,038
    )Net cash (utilized in)/generated from financing activities
    
    
    (1,014
    )
    
    
    (2,707
    )
    
    
    (5,294
    )
    
    
    
    
    
    
    (9,015
    )Net (decrease)/increase in cash and cash equivalents
    
    
    56,416
    
    
    
    (27,523
    )
    
    
    (65,445
    )
    
    
    
    
    
    
    (36,552
    )
 F-30




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Groups40% shareof Morila
    
    Loulo
    
    Corporate and
    
    IntercompanyUS$000
    
    Mine
    
    Mine
    
    Exploration
    
    eliminations
    
    TotalYEAR ENDED DECEMBER 31, 2007PROFIT AND LOSSGold sales on spot
    
    
    127,687
    
    
    
    185,734
    
    
    
    
    
    
    
    
    
    
    
    313,421Loss on matured hedges
    
    
    
    
    
    
    (23,580
    )
    
    
    
    
    
    
    
    
    
    
    (23,580
    )Non-cash loss on roll forward of hedges
    
    
    
    
    
    
    (7,036
    )
    
    
    
    
    
    
    
    
    
    
    (7,036
    )Total revenue
    
    
    127,687
    
    
    
    155,118
    
    
    
    
    
    
    
    
    
    
    
    282,805Mining and processing costs
excluding depreciation
    
    
    (50,536
    )
    
    
    (87,880
    )
    
    
    
    
    
    
    
    
    
    
    (138,416
    )Depreciation and amortization
    
    
    (5,428
    )
    
    
    (15,559
    )
    
    
    
    
    
    
    
    
    
    
    (20,987
    )Mining and processing costs
    
    
    (55,964
    )
    
    
    (103,439
    )
    
    
    
    
    
    
    
    
    
    
    (159,403
    )Transport and refining costs
    
    
    (277
    )
    
    
    (1,318
    )
    
    
    
    
    
    
    
    
    
    
    (1,595
    )Royalties
    
    
    (8,949
    )
    
    
    (9,358
    )
    
    
    
    
    
    
    
    
    
    
    (18,307
    )Exploration and corporate
expenditure
    
    
    (832
    )
    
    
    (4,184
    )
    
    
    (30,904
    )
    
    
    
    
    
    
    (35,920
    )Other (expenses)/income
    
    
    (2,688
    )
    
    
    (7,322
    )
    
    
    5,969
    
    
    
    
    
    
    
    (4,041
    )Finance costs
    
    
    (1,357
    )
    
    
    (12,900
    )
    
    
    
    
    
    
    8,452
    
    
    
    (5,805
    )Finance income
    
    
    147
    
    
    
    151
    
    
    
    17,321
    
    
    
    (8,452
    )
    
    
    9,167Profit before income tax
    
    
    57,767
    
    
    
    16,748
    
    
    
    (7,614
    )
    
    
    
    
    
    
    66,901Income tax expense
    
    
    (20,725
    )
    
    
    (548
    )
    
    
    
    
    
    
    
    
    
    
    (21,273
    )Net profit
    
    
    37,042
    
    
    
    16,200
    
    
    
    (7,614
    )
    
    
    
    
    
    
    45,628Capital expenditure
    
    
    (678
    )
    
    
    (47,227
    )
    
    
    
    
    
    
    
    
    
    
    (47,905
    )Total assets
    
    
    132,442
    
    
    
    308,224
    
    
    
    340,053
    
    
    
    
    
    
    
    780,719Total external liabilities
    
    
    (26,863
    )
    
    
    (132,637
    )
    
    
    (11,030
    )
    
    
    
    
    
    
    (170,530
    )Dividends (paid)/received
    
    
    (29,000
    )
    
    
    
    
    
    
    29,000
    
    
    
    
    
    
    
    Net cash flows generated
by/(utilized in) operations
    
    
    24,109
    
    
    
    42,025
    
    
    
    (3,901
    )
    
    
    
    
    
    
    62,233Net cash flows utilized in
investing activities
    
    
    (678
    )
    
    
    (47,227
    )
    
    
    (48,950
    )
    
    
    
    
    
    
    (96,855
    )Net cash (utilized
in)/generated from financing
activities
    
    
    (1,297
    )
    
    
    (42,443
    )
    
    
    229,189
    
    
    
    
    
    
    
    185,449Net (decrease)/increase in
cash and cash equivalents
    
    
    22,134
    
    
    
    (47,645
    )
    
    
    176,338
    
    
    
    
    
    
    
    150,827
 F-31




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Groups40% share
    
    
    
    
    
    Corporateof Morila
    
    Loulo
    
    and
    
    IntercompanyUS$000
    
    Mine
    
    Mine
    
    Exploration
    
    eliminations
    
    TotalYEAR ENDED DECEMBER 31, 2006PROFIT AND LOSSTotal revenue
    
    
    125,951
    
    
    
    132,353
    
    
    
    
    
    
    
    
    
    
    
    258,304Mining and processing costs
excluding depreciation
    
    
    (44,264
    )
    
    
    (70,586
    )
    
    
    
    
    
    
    
    
    
    
    (114,850
    )Depreciation and amortization
    
    
    (6,233
    )
    
    
    (16,611
    )
    
    
    
    
    
    
    
    
    
    
    (22,844
    )Mining and processing costs
    
    
    (50,497
    )
    
    
    (87,197
    )
    
    
    
    
    
    
    
    
    
    
    (137,694
    )Transport and refining costs
    
    
    (244
    )
    
    
    (467
    )
    
    
    
    
    
    
    
    
    
    
    (711
    )Royalties
    
    
    (8,802
    )
    
    
    (8,177
    )
    
    
    
    
    
    
    
    
    
    
    (16,979
    )Exploration and corporate expenditure
    
    
    (2,643
    )
    
    
    (2,886
    )
    
    
    (23,276
    )
    
    
    
    
    
    
    (28,805
    )Other (expenses)/income
    
    
    (68
    )
    
    
    (4,042
    )
    
    
    2,409
    
    
    
    
    
    
    
    (1,701
    )Finance costs
    
    
    (1,258
    )
    
    
    (4,567
    )
    
    
    
    
    
    
    
    
    
    
    (5,825
    )Finance income
    
    
    137
    
    
    
    256
    
    
    
    6,991
    
    
    
    
    
    
    
    7,384Profit before income tax
    
    
    62,576
    
    
    
    25,273
    
    
    
    (13,876
    )
    
    
    
    
    
    
    73,973Income tax expense
    
    
    (23,025
    )
    
    
    27
    
    
    
    (99
    )
    
    
    
    
    
    
    (23,097
    )Net profit
    
    
    39,551
    
    
    
    25,300
    
    
    
    (13,975
    )
    
    
    
    
    
    
    50,876Capital expenditure
    
    
    (1,160
    )
    
    
    (60,245
    )
    
    
    (103
    )
    
    
    
    
    
    
    (61,508
    )Total assets
    
    
    117,470
    
    
    
    258,557
    
    
    
    136,137
    
    
    
    
    
    
    
    512,164Total external liabilities
    
    
    19,084
    
    
    
    146,228
    
    
    
    3,309
    
    
    
    
    
    
    
    168,621Dividends (paid)/received
    
    
    (30,400
    )
    
    
    
    
    
    
    30,400
    
    
    
    
    
    
    
    Net cash flows generated
by/(utilized in) operations
    
    
    32,900
    
    
    
    48,482
    
    
    
    (10,972
    )
    
    
    
    
    
    
    70,410Net cash flows utilized in investing
activities
    
    
    (1,160
    )
    
    
    (60,140
    )
    
    
    (103
    )
    
    
    
    
    
    
    (61,403
    )Net cash (utilized in)/generated
from financing activities
    
    
    (1,130
    )
    
    
    (20,626
    )
    
    
    3,653
    
    
    
    
    
    
    
    (18,103
    )Net (decrease)/increase in cash and
cash equivalents
    
    
    30,610
    
    
    
    (32,284
    )
    
    
    (7,422
    )
    
    
    
    
    
    
    (9,096
    )
 20. FINANCIAL RISK MANAGEMENT
  Controlling risk in the group
   
    
    Safeguarding the group core earnings stream from its major assets through the
effective control and management of gold price risk, foreign exchange risk and interest
rate risk.
 F-32




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
    
    Effective and efficient usage of credit facilities in both the short and long term
through the adoption of reliable liquidity management planning and procedures.
    
    Ensuring that investment and hedging transactions are undertaken with creditworthy
counterparts.
    
    Ensuring that all contracts and agreements related to risk management activities are
coordinated, consistent throughout the group and comply where necessary with all
relevant regulatory and statutory requirements.
 Foreign currency and commodity price risk
    US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Level of exposure of foreign currency riskCarrying value of foreign currency balancesCash and cash equivalents includes balances denominated in:   Communauté Financiére Africaine franc (CFA)
    
    
    (2,609
    )
    
    
    1,209   Euro (EUR)
    
    
    11,556
    
    
    
    27,330   South African Rand (ZAR)
    
    
    8,830
    
    
    
    305   Pound Sterling (GBP)
    
    
    335
    
    
    
    5,586Account receivable and prepayments include balances denominated in:   Communauté Financiére Africaine franc (CFA)
    
    
    24,151
    
    
    
    34,943   Euro (EUR)
    
    
    571
    
    
    
    681   South African Rand (ZAR)
    
    
    377
    
    
    
    186   Pound Sterling (GBP)
    
    
    1,302
    
    
    
    2,847Accounts
payable includes balances denominated in:   Communauté Financiére Africaine franc (CFA)
    
    
    (25,380
    )
    
    
    (26,842
    )   Euro (EUR)
    
    
    (362
    )
    
    
    (552
    )   South African Rand (ZAR)
    
    
    (394
    )
    
    
    (544
    )   Pound Sterling (GBP)
    
    
    (782
    )
    
    
    (2,204
    )
  F-33




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Effect of 10% strengtheningClosing
    
    of US$ on net earnings andexchange rate
    
    equity US$000Level of exposure of foreign currency riskAt December 31, 2008   Communauté Financiére
Africaine franc (CFA)
    
    
    0.7095
    
    
    
    1,115   Euro (EUR)
    
    
    0.6910
    
    
    
    203   South African Rand
(ZAR)
    
    
    465.40
    
    
    
    (874
    )   Pound Sterling (GBP)
    
    
    9.4649
    
    
    
    976At December 31, 2007   Communauté Financiére
Africaine franc (CFA)
    
    
    0.6794
    
    
    
    2,531   Euro (EUR)
    
    
    0.5009
    
    
    
    789   South African Rand
(ZAR)
    
    
    445.66
    
    
    
    144   Pound Sterling (GBP)
    
    
    6.8547
    
    
    
    154
  Net open hedge position as at December 31, 2008
   US dollar/gold
    
    2009
    
    2010
    
    TotalForward salesOunces
    
    
    84,996
    
    
    
    41,748
    
    
    
    126,744Average US$/oz
    
    
    435
    
    
    
    500
    
    
    
    456
    Interest rate and liquidity risk
  F-34




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   Maturity date
    
    Currency
    
    Fixed rate investment amount
    
    Effective Rate %All less than one year
    
    US$
    
    
    257,631
    
    
    
    2.7
  Concentration of credit risk
  Capital risk management
  2008
    
    2007Total borrowings
    
    
    (2,762
    )
    
    
    (6,420
    )Less: cash and cash equivalents
    
    
    257,631
    
    
    
    294,183Net cash
    
    
    254,869
    
    
    
    287,763Total equity
    
    
    688,141
    
    
    
    607,093Total capital
    
    
    433,272
    
    
    
    319,330Gearing ratio
    
    
    0
    %
    
    
    0
    %
 F-35




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Maturity analysis
  Trade and
    
    
    
    
    
    Expected
    
    
    
    
    
    Otherother
    
    
    
    
    
    future interest
    
    
    
    
    
    financialUS$000
    
    payables
    
    Borrowings
    
    payments
    
    Derivatives
    
    liabilitiesAs at December 31, 2008Financial Liabilities
within 1 year, on
demand
    
    
    48,110
    
    
    
    1,478
    
    
    
    425
    
    
    
    37,888
    
    
    
    Between 1 and 2 years
    
    
    
    
    
    
    950
    
    
    
    396
    
    
    
    15,749
    
    
    
    Between 2 and 3 years
    
    
    
    
    
    
    334
    
    
    
    100
    
    
    
    
    
    
    
    Between 3 and 4 years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Between 4 and 5 years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    After 5 years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,032Total
    
    
    48,110
    
    
    
    2,762
    
    
    
    921
    
    
    
    53,137
    
    
    
    3,032
 21. FAIR VALUE OF FINANCIAL INSTRUMENTS
  Classes of
    
    Dec. 31, 2008
    
    
    
    
    
    Dec. 31, 2007Accounts
    
    Carrying
    
    Dec. 31, 2008
    
    Carrying
    
    Dec. 31, 2007US$000
    
    Receivable
    
    amount
    
    Fair value
    
    amount
    
    Fair valueFinancial assetsCash and cash equivalents
    
    Loans and receivables
    
    
    257,631
    
    
    
    257,631
    
    
    
    294,183
    
    
    
    294,183Available-for-sale financial assets
    
    Available-for Sale
    
    
    38,600
    
    
    
    38,600
    
    
    
    48,950
    
    
    
    48,950Receivables
    
    Loans and receivables
    
    
    56,902
    
    
    
    56,902
    
    
    
    64,927
    
    
    
    64,927Financial liabilities
    
    Other financial liabilitiesAccounts payable
    
    
    
    
    48,110
    
    
    
    48,110
    
    
    
    63,330
    
    
    
    63,330Current portion of long term
borrowings
    
    Other financial liabilities
    
    
    1,478
    
    
    
    1,478
    
    
    
    3,647
    
    
    
    3,647Long term borrowings (excluding
loans from outside shareholders)
    
    Other financial liabilities
    
    
    1,284
    
    
    
    1,284
    
    
    
    2,773
    
    
    
    2,773Liabilities on forward gold sales
    
    Derivatives used for hedging
    
    
    53,137
    
    
    
    53,137
    
    
    
    85,625
    
    
    
    85,625Government of Mali loan
    
    Other financial liabilities
    
    
    3,032
    
    
    
    2,642
    
    
    
    3,096
    
    
    
    2,545
  F-36




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Carryingamount
    
    Forward sales
    
    Forward salesUS$000
    
    Ounces
    
    US$/ozDetails of the groups on
balance sheet forward gold
sale contracts as at December
31, 2008 (all treated as cash
flow hedges):Maturity datesYear ended 2009
    
    
    37,388
    
    
    
    84,996
    
    
    
    435Year ended 2010
    
    
    15,749
    
    
    
    41,748
    
    
    
    500Total
    
    
    53,137
    
    
    
    126,744
    
    
    
    456Financial instrumentsDetails of the groups on balance sheet
forward gold sale contracts as at December
31, 2007 (all treated as cash flow hedges):Maturity datesYear ended 2008
    
    
    33,672
    
    
    
    80,496
    
    
    
    429Year ended 2009
    
    
    36,090
    
    
    
    84,996
    
    
    
    435Year ended 2010
    
    
    15,863
    
    
    
    41,748
    
    
    
    500Total
    
    
    85,625
    
    
    
    207,240
    
    
    
    446
   F-37




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Amounts deferred in equity
which will
reduce/(increase) revenue
in future periods:2008
    
    
    
    
    
    
    32,7492009
    
    
    36,053
    
    
    
    34,7552010
    
    
    4,919
    
    
    
    6,31940,972
    
    
    
    73,823US$000The non-cash losses on rolled forward contracts for previously
designated dates which have already been recognized in the
income statement:2009
    
    
    1,335
    
    
    
    1,3352010
    
    
    9,544
    
    
    
    9,54410,879
    
    
    
    10,879The ineffective loss/(profit) portion of hedging contracts
previously recognized
    
    
    1,286
    
    
    
    923Total fair value
    
    
    53,137
    
    
    
    85,625US$000
    
    Dec 31, 2008
    
    Dec 31, 2007Movement in the Hedging Reserve
    
    
    (73,823
    )
    
    
    (62,482
    )Opening balanceMovement on cash flow hedges Transfer to income statement   Transfer to income statement
    
    
    35,901
    
    
    
    30,371   Fair value movement on financial instruments
    
    
    (3,050
    )
    
    
    (41,712
    )Closing balance
    
    
    (40,972
    )
    
    
    (73,823
    )
 Estimation of fair values
     F-38




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   Impact on mark-to-market valuation of financial liabilities  forward gold sales
  Loulo (100%):Change in US$ gold price
    
    
    20
    
    
    
    10
    
    
    
    5
    
    
    
    2
    
    
    
    0
    
    
    
    (2
    )
    
    
    (5
    )
    
    
    (10
    )
    
    
    (20
    )Mark-to-market (US$
million)
    
    
    (55.5
    )
    
    
    (54.3
    )
    
    
    (53.7
    )
    
    
    (53.4
    )
    
    
    (53.1
    )
    
    
    (52.9
    )
    
    
    (52.6
    )
    
    
    (52.0
    )
    
    
    (50.8
    )
  Loulo (100%):Change in rate
    
    
    1.00
    %
    
    
    0.50
    %
    
    
    0.20
    %
    
    
    0.00
    %
    
    
    -0.20
    %
    
    
    -0.50
    %
    
    
    -1.00
    %Mark-to-market (US$ million)
    
    
    (54.3
    )
    
    
    (53.7
    )
    
    
    (53.4
    )
    
    
    (53.1
    )
    
    
    (52.9
    )
    
    
    (52.6
    )
    
    
    (52.0
    )
  Loulo (100%):Change in rate
    
    
    1.00
    %
    
    
    0.50
    %
    
    
    0.20
    %
    
    
    0.00
    %
    
    
    -0.20
    %
    
    
    -0.50
    %
    
    
    -1.00
    %Mark-to-market (US$ million)
    
    
    (52.6
    )
    
    
    (52.9
    )
    
    
    (53.0
    )
    
    
    (53.1
    )
    
    
    (53.2
    )
    
    
    (53.4
    )
    
    
    (53.7
    )
   Loulo (100%):Change in rate
    
    
    20
    %
    
    
    10
    %
    
    
    0
    %
    
    
    -10
    %
    
    
    -20
    %Mark-to-market (US$ million)
    
    
    60.6
    
    
    
    30.3
    
    
    
    0.0
    
    
    
    (30.3
    )
    
    
    (60.6
    )
 22. COMMITMENTS AND CONTINGENT LIABILITIES
 Capital expenditure contracted for at balance sheet date but not yet incurred is:
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Property, plant and equipment
    
    
    40,260
    
    
    
    2,013
  Operating lease commitments
  F-39




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007No later than 1 year
    
    
    347
    
    
    
    362Later than 1 year and no later than 5 years
    
    
    1,387
    
    
    
    1,448Later than 5 years
    
    
    694
    
    
    
    7242,428
    
    
    
    2,534
 
 *
    
    The payments also include payments for non-lease elements in the arrangement. 23. RELATED PARTY TRANSACTIONS
   US$000
    
    2008
    
    2007
    
    2006Short term employee benefits
    
    
    14,194
    
    
    
    6,267
    
    
    
    4,863Share-based payments
    
    
    3,070
    
    
    
    1,144
    
    
    
    1,434Total
    
    
    17,264
    
    
    
    7,411
    
    
    
    6,297
  24. NON-GAAP INFORMATION
  F-40




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007Gold sales on spot
    
    
    374,110
    
    
    
    313,421Loss on matured hedges
    
    
    (35,538
    )
    
    
    (23,580
    )Gold Sales
    
    
    338,572
    
    
    
    289,841Mine production costs
    
    
    186,377
    
    
    
    136,312Movement in production inventory and ore stockpiles
    
    
    (21,865
    )
    
    
    (11,534
    )Transport and refining costs
    
    
    2,053
    
    
    
    1,595Royalties
    
    
    19,730
    
    
    
    18,307Other mining and processing costs
    
    
    13,675
    
    
    
    13,638Total cash costs
    
    
    199,970
    
    
    
    158,318Profit from mining activity
    
    
    138,602
    
    
    
    131,523Depreciation and amortisation
    
    
    (21,333
    )
    
    
    (20,987
    )Exploration and corporate expenditure
    
    
    (45,163
    )
    
    
    (35,920
    )Finance income
    
    
    9,335
    
    
    
    9,167Other income
    
    
    4,194
    
    
    
    967Other expenses
    
    
    (363
    )
    
    
    (5,008
    )Finance costs
    
    
    (3,338
    )
    
    
    (5,805
    )Provision for financial assets
    
    
    (10,350
    )
    
    
    Non-cash on roll forward of hedges
    
    
    
    
    
    
    (7,036
    )Profit before income tax
    
    
    71,584
    
    
    
    66,901
 Gold sales in 2007 does not include the non-cash loss on the roll forward hedges
amounting to US$7.0 million.
 F-41




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 25. SIGNIFICANT UNCERTAINTIES RELATING TO TRANSACTIONS WITH A CONTRACTOR
     26. MINING AND PROCESSING COSTS AND OTHER DISCLOSABLE ITEMS
  US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007
    
    Dec. 31, 2006Mine production costs
    
    
    186,377
    
    
    
    136,312
    
    
    
    115,217Movement in production inventory
and ore stockpiles
    
    
    (21,865
    )
    
    
    (11,534
    )
    
    
    (13,373
    )Depreciation and amortization
    
    
    21,333
    
    
    
    20,987
    
    
    
    22,844Other mining and processing costs
    
    
    13,675
    
    
    
    13,638
    
    
    
    13,006199,520
    
    
    
    159,403
    
    
    
    137,694Operating lease payments
    
    
    347
    
    
    
    362
    
    
    
    323Impairment of receivables
    
    
    
    
    
    
    (2,047
    )
    
    
    1,550
 27. EXPLORATION AND CORPORATE EXPENDITURE
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007
    
    Dec. 31, 2006Exploration and corporate expenditure comprise:Exploration expenditure
    
    
    15,268
    
    
    
    18,245
    
    
    
    13,959Corporate expenditure
    
    
    29,895
    
    
    
    17,675
    
    
    
    14,84645,163
    
    
    
    35,920
    
    
    
    28,805
 F-42




---



##### 



RANDGOLD RESOURCES LIMITED  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 28. FINANCE INCOME AND COSTS
 US$000
    
    Dec. 31, 2008
    
    Dec. 31, 2007
    
    Dec. 31, 2006Finance income  interest
income on short term deposits
    
    
    9,335
    
    
    
    7,887
    
    
    
    7,384Finance income  net foreign
exchange gains on financing
activities
    
    
    
    
    
    
    1,280
    
    
    
    1,339Finance income
    
    
    9,335
    
    
    
    9,167
    
    
    
    8,723Interest expense  borrowings
    
    
    (1,628
    )
    
    
    (5,251
    )
    
    
    (5,825
    )Unwind of discount on
provisions for environmental
rehabilitation
    
    
    (443
    )
    
    
    (554
    )
    
    
    (541
    )Finance costs  net foreign
exchange losses on financing
activities
    
    
    (1,267
    )
    
    
    
    
    
    
    Finance costs
    
    
    (3,338
    )
    
    
    (5,805
    )
    
    
    (6,366
    )Provision for financial assets
    
    
    (10,350
    )
    
    
    
    
    
    
    Finance (loss)/income  net
    
    
    (4,353
    )
    
    
    3,362
    
    
    
    2,357
 29. POST BALANCE SHEET EVENTS
  F-43




---



##### 



REPORT OF THE INDEPENDENT AUDITORS
 To the members of Société des Mines de Morila S.A.
    /s/ BDO
Stoy Hayward LLP
 F-44




---



##### 



REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     /s/ PricewaterhouseCoopers Inc.

PricewaterhouseCoopers Inc.Director: Faan LombardRegistered Auditor
 
 F-45




---



##### 



SOCIÉTÉ DES MINES DE MORILA S.A.
 
 INCOME STATEMENT
 FOR THE YEARS ENDED DECEMBER 31,
 2008
    
    2007
    
    2006Note
    
    $000
    
    $000
    
    $000Revenue
    
    
    
    
    
    
    370,586
    
    
    
    319,218
    
    
    
    314,878Operating costs
    
    
    
    
    
    
    (188,174
    )
    
    
    (170,332
    )
    
    
    (156,552
    )182,412
    
    
    
    148,886
    
    
    
    158,326Other (expenditure) / income  net
    
    
    
    
    
    
    (5,108
    )
    
    
    (990
    )
    
    
    2,718Finance income
    
    
    21
    
    
    
    246
    
    
    
    362
    
    
    
    651Finance costs
    
    
    21
    
    
    
    (2,450
    )
    
    
    (3,392
    )
    
    
    (3,739
    )Finance costs  net
    
    
    21
    
    
    
    (2,204
    )
    
    
    (3,030
    )
    
    
    (3,088
    )Profit before taxation
    
    
    
    
    
    
    175,100
    
    
    
    144,866
    
    
    
    157,956Income tax expense
    
    
    14
    
    
    
    (57,971
    )
    
    
    (52,058
    )
    
    
    (57,717
    )Net profit
    
    
    
    
    
    
    117,129
    
    
    
    92,808
    
    
    
    100,239
  F-46




---



##### 



SOCIÉTÉ DES MINES DE MORILA S.A.
 
 BALANCE SHEET
 AT DECEMBER 31,
 2008
    
    2007Note
    
    $000
    
    $000ASSETSNon-current assets
    
    
    
    
    
    
    197,891
    
    
    
    213,409Property, plant and equipment
    
    
    9
    
    
    
    65,829
    
    
    
    77,159Deferred tax asset
    
    
    8
    
    
    
    3,897
    
    
    
    5,408Receivables
    
    
    12
    
    
    
    6,087
    
    
    
    28,822Long-term ore stockpiles
    
    
    10
    
    
    
    122,078
    
    
    
    102,020Current assets
    
    
    
    
    
    
    147,550
    
    
    
    120,020Inventories
    
    
    10
    
    
    
    95,917
    
    
    
    72,061Receivables
    
    
    12
    
    
    
    15,728
    
    
    
    33,952Prepaid expenses
    
    
    
    
    
    
    8,429
    
    
    
    14,007Cash and cash equivalents
    
    
    
    
    
    
    27,476
    
    
    
    Total assets
    
    
    
    
    
    
    345,441
    
    
    
    333,429EQUITY AND LIABILITIESShareholders equityShare capital
    
    
    4
    
    
    
    16
    
    
    
    16Distributable reserves
    
    
    
    
    
    
    282,386
    
    
    
    266,257Total shareholders equity
    
    
    
    
    
    
    282,402
    
    
    
    266,273Non-current liabilities
    
    
    
    
    
    
    21,259
    
    
    
    22,808Deferred tax liability
    
    
    
    
    
    
    3,025
    
    
    
    2,324Shareholders loan
    
    
    5
    
    
    
    4,040
    
    
    
    3,860Environmental rehabilitation provision
    
    
    6
    
    
    
    10,984
    
    
    
    11,218Loans and borrowings
    
    
    7
    
    
    
    3,210
    
    
    
    5,406Current liabilities
    
    
    
    
    
    
    41,780
    
    
    
    44,348Accounts payable
    
    
    11
    
    
    
    16,608
    
    
    
    22,495Taxation payable
    
    
    
    
    
    
    22,976
    
    
    
    6,574Short term portion of interest bearing
borrowings
    
    
    
    
    
    
    2,196
    
    
    
    2,715Bank overdrafts
    
    
    
    
    
    
    
    
    
    
    12,564Total shareholders equity and liabilities
    
    
    
    
    
    
    345,441
    
    
    
    333,429
  F-47




---



##### 



SOCIÉTÉ DES MINES DE MORILA S.A.
 
 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
 FOR THE YEARS ENDED DECEMBER 31,
 Share
    
    Retainedcapital
    
    income
    
    Total$000
    
    $000
    
    $000Balance at December 31, 2005
    
    
    16
    
    
    
    221,710
    
    
    
    221,726Net profit for the year
    
    
    
    
    
    
    100,239
    
    
    
    100,239Total recognized income and expense
    
    
    
    
    
    
    100,239
    
    
    
    100,239Dividends declared and paid
    
    
    
    
    
    
    (76,000
    )
    
    
    (76,000
    )Balance at December 31, 2006
    
    
    16
    
    
    
    245,949
    
    
    
    245,965Net profit for the year
    
    
    
    
    
    
    92,808
    
    
    
    92,808Total recognized income and expense
    
    
    
    
    
    
    92,808
    
    
    
    92,808Dividends declared and paid
    
    
    
    
    
    
    (72,500
    )
    
    
    (72,500
    )Balance at December 31, 2007
    
    
    16
    
    
    
    266,257
    
    
    
    266,273Net profit for the year
    
    
    
    
    
    
    117,129
    
    
    
    117,129Total recognized income and expense
    
    
    
    
    
    
    117,129
    
    
    
    117,129Dividends declared and paid
    
    
    
    
    
    
    (101,000
    )
    
    
    (101,000
    )Balance at December 31, 2008
    
    
    16
    
    
    
    282,386
    
    
    
    282,402
  F-48




---



##### 



SOCIÉTÉ DES MINES DE MORILA S.A.
 
 CASH FLOW STATEMENT
 FOR THE YEARS ENDED DECEMBER 31,
 2008
    
    2007
    
    2006Note
    
    $000
    
    $000
    
    $000Cash flows from operating activitiesNet profit
    
    
    
    
    
    
    117,129
    
    
    
    92,808
    
    
    
    100,239Adjustments: Net profit- Tax expense Adjustments:
    
    
    
    
    
    
    57,971
    
    
    
    52,058
    
    
    
    57,717- Net
finance charges - Tax expense
    
    
    
    
    
    
    2,203
    
    
    
    3,030
    
    
    
    2,495-
Depreciation - Net finance charges
    
    
    
    
    
    
    13,397
    
    
    
    13,566
    
    
    
    15,583- Provision
for bad debt - Depreciation
    
    
    
    
    
    
    
    
    
    
    (3,866
    )
    
    
    1,137190,700
    
    
    
    160,098
    
    
    
    177,171Effects of changes in operating working capital items- Receivables
    
    
    
    
    
    
    19,591
    
    
    
    (33,149
    )
    
    
    (21,680
    )- Inventories and ore stockpiles
    
    
    
    
    
    
    (43,913
    )
    
    
    (39,092
    )
    
    
    (29,441
    )- Accounts payable and accrued liabilities
    
    
    
    
    
    
    (5,258
    )
    
    
    6,210
    
    
    
    (4,510
    )Cash generated from operations before interest and
tax
    
    
    
    
    
    
    161,120
    
    
    
    94,067
    
    
    
    121,540Taxation paid
    
    
    15
    
    
    
    (12,412
    )
    
    
    (30,592
    )
    
    
    (36,960
    )Interest received
    
    
    
    
    
    
    246
    
    
    
    362
    
    
    
    651Interest paid  net
    
    
    
    
    
    
    (2,449
    )
    
    
    (3,392
    )
    
    
    (2,982
    )Net cash generated from operating activities
    
    
    
    
    
    
    146,505
    
    
    
    60,445
    
    
    
    82,249Cash flows from investing activitiesAdditions to mining assets
    
    
    
    
    
    
    (2,750
    )
    
    
    (1,694
    )
    
    
    (2,900
    )Net cash utilized in investing activities
    
    
    
    
    
    
    (2,750
    )
    
    
    (1,694
    )
    
    
    (2,900
    )Cash flows from financing activitiesLong term liabilities repaid
    
    
    
    
    
    
    (2,715
    )
    
    
    (3,243
    )
    
    
    (2,825
    )Dividends paid
    
    
    
    
    
    
    (101,000
    )
    
    
    (72,500
    )
    
    
    (76,000
    )Net cash flows utilized in financing activities
    
    
    
    
    
    
    (103,715
    )
    
    
    (75,743
    )
    
    
    (78,825
    )Net increase/(decrease) in cash and equivalents
    
    
    
    
    
    
    40,040
    
    
    
    (16,992
    )
    
    
    524Cash and equivalents at beginning of year
    
    
    
    
    
    
    (12,564
    )
    
    
    4,428
    
    
    
    3,904Cash and equivalents at end of year
    
    
    
    
    
    
    27,476
    
    
    
    (12,564
    )
    
    
    4,428Cash at bank and in hand
    
    
    
    
    
    
    27,476
    
    
    
    (12,564
    )
    
    
    4,428
  F-49




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  1. Nature of operations
  2. Significant accounting policies
  Basis of preparation
   General
  Foreign currency translation
     Property, plant and equipment
  F-50




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
             F-51




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
 Stripping costs
  Inventories
      Interest and borrowing cost
  Financial instruments
  Receivables
    F-52




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
  Cash and cash equivalents
  Borrowings
   Accounts payable
  Rehabilitation costs
    Provisions
  Employee benefits
  F-53




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
     Finance Leases
  Revenue recognition
  Exploration costs
  
    
    Exploration and evaluation expenditure on brownfield sites, being those adjacent
to mineral deposits which are already being mined or developed, is expensed as
incurred until the directors are able to demonstrate that future economic benefits
are probable through the completion of a prefeasibility study, after which the
expenditure is capitalized as a mine development cost. A prefeasibility study
consists of a comprehensive study of the viability of a mineral project that has
advanced to a stage where the mining method, in the case of underground mining, or
the pit configuration, in the case of an open pit, has been established, and which,
if an effective method of mineral processing has been determined, includes a
financial analysis based on reasonable assumptions of technical, engineering,
operating economic factors and the evaluation of other relevant factors. The
prefeasibility study, when combined with existing knowledge of the mineral property
that is adjacent to mineral deposits that are already being mined or developed,
allow the directors to conclude that it is more likely  than not that the company will obtain
future economic benefit from the expenditures.
 F-54




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
 
    
    Exploration and evaluation expenditure on greenfield sites, being those where
the company does not have any mineral deposits which are already being mined or
developed, is expensed until such time as the directors have sufficient information
to determine that future economic benefits are probable. The information required
by directors is typically a final feasibility study, however, a pre-feasibility
study may be deemed to be sufficient where the additional work required to prepare
a final feasibility study is not significant.
    
    Exploration and evaluation expenditure relating to extensions of mineral
deposits which are already being mined or developed, including expenditure on the
definition of mineralization of such mineral deposits, is capitalized as a mine
development cost following the completion of an economic evaluation equivalent to a
prefeasibility study. This economic evaluation is distinguished from a
prefeasibility study in that some of the information that would normally be
determined in a prefeasibility study is instead obtained from the existing mine or
development. This information when combined with existing knowledge of the mineral
property already being mined or developed allow the directors to conclude that more
likely than not the company will obtain future economic benefit from the
expenditures. Costs relating to property acquisitions are also capitalized. These
costs are capitalized within development costs.
 Current Taxation
  Deferred taxation
  Recent accounting pronouncements
  
    
    AMENDMENT TO IAS 23 BORROWING COSTS (effective for annual periods beginning on or
after January 1, 2009). The amendment removes the option of immediately recognising as
an expense borrowing costs that relate to qualifying assets (assets that take a
substantial period of time to get ready for use or sale). Instead, an entity will be
required to capitalize borrowing costs whenever the conditions for capitalisation are
met. The company will apply amendments to IAS 23 from January 1, 2009, but it is not
expected to have any significant impact on the accounts of the company.
    
    AMENDMENT TO IFRS 2 SHARE-BASED PAYMENT: VESTING CONDITIONS AND CANCELLATIONS
(effective for annual periods beginning on or after January 1, 2009). This amendment
clarifies that vesting conditions are service conditions and performance conditions
only. Other features of a share-based payment are not vesting conditions. The purpose
of making the distinction is so as to be able to address the accounting for non-vesting
conditions, which were not previously covered by IFRS 2.
 F-55




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
 The guidance in IFRS 2
covering the accounting for vesting conditions is not affected by the amendment.
The amendment also specifies that all cancellations, whether by the entity or by
other parties, should receive the same accounting treatment. The amendment is
likely to have a particular impact on entities operating Save As You Earn (SAYE)
schemes because it results in an immediate acceleration of the IFRS 2 expense if an
employee decides to stop contributing to the savings plan, as well as a potential
revision to the fair value of the awards granted to factor in the probability of
employees withdrawing from such a plan. The company will apply amendments to IFRS 2
from January 1, 2009, but it is not expected to have any significant impact on the
accounts of the company.
    
    AMENDMENTS TO IAS 1 PRESENTATION OF FINANCIAL STATEMENTS: A REVISED PRESENTATION
(effective for annual periods beginning on or after January 1, 2009). The amendment to
IAS 1 affects the presentation of owner changes in equity and of comprehensive income.
An entity will be required to present, in a statement of changes in equity, all owner
changes in equity. All non-owner changes in equity (i.e. comprehensive income) are
required to be presented in one statement of comprehensive income or in two statements
(a separate income statement and a statement of comprehensive income). The standard
does not change the recognition, measurement or disclosure of specific transactions and
other events required by other IFRSs. This revision is not applicable to the Company, as it already
prepares its financial statements under IFRS.
    
    AMENDMENTS TO IAS 27 CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS (effective for
annual periods beginning on or after July 1, 2009). This amendment relates in
particular to acquisitions of subsidiaries achieved in stages and disposals of
interests, with significant differences in the accounting depending on whether control
is gained or not, or a transaction simply results in a change in the percentage of the
controlling interest. The amendment does not require the restatement of previous
transactions. The amendment to IAS 27 must be adopted at the same time as IFRS 3
Revised. This revision is not applicable to the Company, as it already
prepares its financial statements under IFRS.
    
    AMENDMENTS TO IAS 32 AND IAS 1 PUTTABLE FINANCIAL INSTRUMENTS AND OBLIGATIONS
ARISING ON LIQUIDATION (effective for annual periods beginning on or after January 1,
2009). This amendment results in certain types of financial instrument that meet the
definition of a liability, but represent the residual interest in the net assets of the
entity, being classified as equity. The amendment requires entities to classify the
following types of financial instruments as equity, provided they have particular
features and meet specific conditions: (a) Puttable financial instruments; and (b)
instruments, or components of instruments, that impose on the entity an obligation to
deliver to another party a pro rata share of the net assets of the entity only on
liquidation. The company will apply amendments to IAS 32 from January 1, 2009, but it
is not expected to have any significant impact on the accounts of the company.
    
    AMENDMENTS TO IFRS 1 AND IAS 27 COST OF AN INVESTMENT IN A SUBSIDIARY,
JOINTLY-CONTROLLED ENTITY OR ASSOCIATE (effective for annual periods beginning on or
after January 1, 2009). This amendment allows a first-time adopter that, in its
separate financial statements, elects to measure its investments in subsidiaries,
jointly controlled entities or associates at cost to initially recognize these
investments either at cost determined in accordance with IAS 27 or deemed cost (being
either its fair value at the date of transition to IFRSs or its previous GAAP carrying
amount at that date). The company will apply amendments to IFRS 1 and IAS 27 from
January 1, 2009, but it is not expected to have any impact on the accounts of the
company.
    
    AMENDMENT TO IAS 39 FINANCIAL INSTRUMENTS: RECOGNITION AND MEASUREMENT: ELIGIBLE
HEDGED ITEMS (effective for annual periods beginning on or after July 1, 2009). This
amendment clarifies how the principles that determine whether a hedged
 F-56




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
 risk or portion of cash flows is eligible for designation should be applied in the
designation of a one-sided risk in a hedged item, and inflation in a financial
hedged item. The company will apply amendments to IAS 39 from January 1, 2010, but
it is not expected to have any impact on the accounts of the company.
    
    IFRIC 13 CUSTOMER LOYALTY PROGRAMMES (effective for annual periods beginning on or
after July 1, 2008). The Interpretation addresses accounting by entities that grant
loyalty award credits (such as points or travel miles) to customers who buy other
goods or services. Specifically, it explains how such entities should account for their
obligations to provide free or discounted goods or services (awards) to customers who
redeem award credits. The Interpretation requires entities to allocate some of the
proceeds of the initial sale to the award credits and recognize these proceeds as
revenue only when they have fulfilled their obligations. They may fulfil their
obligations by supplying awards themselves or engaging (and paying) a third party to do
so. The company will apply IFRIC 13 from January 1, 2009, but it is not expected to
have any impact on the accounts of the company.
    
    IFRIC 15 AGREEMENTS FOR THE CONSTRUCTION OF REAL ESTATE (effective for annual
periods beginning on or after January 1, 2009). This Interpretation clarifies the
definition of a construction contract, the interaction between IAS 11 and IAS 18 and
provides guidance on how to account for revenue when the agreement for the construction
of real estate falls within the scope of IAS 18. For some entities, the Interpretation
may give rise to a shift from the recognition of revenue using the percentage of
completion method to the recognition of revenue at a single time (e.g. at completion,
upon or after delivery). Affected agreements will be mainly those accounted for in
accordance with IAS 11 that do not meet the definition of a construction contract as
interpreted by the IFRIC and do not result in a continuous transfer (i.e. agreements
in which the entity transfers to the buyer control and the significant risks and
rewards of ownership of the work in progress in its current state as construction
progresses). The company will apply IFRIC 15 from January 1, 2009, but it is not
expected to have any significant impact on the accounts of the company.
    
    IFRIC 16 HEDGES OF A NET INVESTMENT IN A FOREIGN OPERATION (effective for annual
periods beginning on or after October 1, 2008). IFRIC 16 clarifies that: (a) The
presentation currency does not create an exposure to which an entity may apply hedge
accounting. Consequently, a parent entity may designate as a hedged risk only the
foreign exchange differences arising from a difference between its own functional
currency and that of its foreign operation. (b) The hedging instrument(s) may be held
by any entity or entities within the group, other than the entity being hedged. (c)
While IAS 39 Financial Instruments: Recognition and Measurement must be applied to
determine the amount that needs to be reclassified to profit or loss from the foreign
currency translation reserve in respect of the hedging instrument, IAS 21 The Effects
of Changes in Foreign Exchange Rates must be applied in respect of the hedged item.
IFRIC 16 applies prospectively from its effective date. The company will apply IFRIC
16 from January 1, 2009, but it is not expected to have any impact on the accounts of
the company.
    
    IFRIC 17 DISTRIBUTIONS OF NON-CASH ASSETS TO OWNERS ESTATE (effective for annual
periods beginning on or after July 1, 2009). Prior to this interpretation, IFRSs did
not address how an entity should measure distributions of assets other than cash when
it pays dividends. Dividends payable were sometimes recognized at the carrying amount
of the assets to be distributed and sometimes at their fair value. The Interpretation
clarifies that: a dividend payable should be recognized when the dividend is
appropriately authorized and is no longer at the discretion of the entity; that an
entity should measure the dividend payable at the fair value of the net assets to be
distributed; and, that an entity should recognize the difference between the dividend
paid and the carrying amount of the net assets distributed in profit or loss. The
Interpretation also requires an entity to provide additional disclosures if the net
assets being held for distribution to owners meet the definition of a discontinued
operation. IFRIC 17 applies to pro rata distributions of non-cash assets except for
common control transactions. It does not have to be applied
retrospectively. The company will apply IFRIC 17 from January 1, 2010,
but it is not expected to have any impact on the accounts of the company.
 F-57




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
 
    
    IFRS 8 OPERATING SEGMENTS ESTATE (effective for annual periods beginning on or after
January 1, 2009). This standard requires an entity to adopt the management approach
to reporting on the financial performance of its operating segments. Generally, the
information to be reported would be what management uses internally for evaluating
segment performance and deciding how to allocate resources to operating segments. Such
information may be different from what is used to prepare the income statement and
balance sheet. The standard also requires explanations of the basis on which the
segment information is prepared and reconciliations to the amounts recognized in the
income statement and balance sheet. The company will apply IFRS 8 from January 1,
2009, but it is not expected to have any significant impact on the accounts of the
company.
    
    IMPROVEMENTS TO IFRSs (effective for annual periods beginning on or after January
1, 2009). This amendment takes various forms, including the clarification of the
requirements of IFRSs and the elimination of inconsistencies between Standards. The
most significant changes cover the following issues: The classification of assets and
liabilities as held for sale where a non-controlling interest is retained; accounting
by companies that routinely sells assets previously held for rental to others;
accounting for loans given at a nil or below market rate of interest; the reversal of
impairments against investments in associates accounted for using the equity method;
the timing of expense recognition for costs incurred on advertising and other
promotional activity; and, accounting for properties in the course of construction.
The company will apply improvements to IFRSs from January 1, 2009, but it is not
expected to have any significant impact on the accounts of the company.
    
    REVISED IFRS 1 FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
(effective for annual periods beginning on or after January 1, 2009). The revised
version of IFRS 1 has an improved structure but does not contain any technical changes.
This revision is not applicable to the company, as it already prepares it financial
statements under IFRS.
    
    REVISED IFRS 3 BUSINESS COMBINATIONS (effective for annual periods beginning on or
after July 1, 2009). The basic approach of the existing IFRS 3 to apply acquisition
accounting in all cases and identify an acquirer is retained in this revised version of
the standard. This includes much of the current guidance for the identification and
recognition of intangible assets separately from goodwill. However, in some respects
the revised standard may result in very significant changes, including: The
requirement to write of all acquisition costs to profit or loss instead of including
them in the cost of investment; the requirement to recognize an intangible asset even
if it cannot be reliably measured; and, an option to gross up the balance sheet for
goodwill attributable to minority interests (which are renamed non-controlling
interests). The revised standard does not require the restatement of previous
business combinations. Revised IFRS 3 must be adopted at the same time as the
amendment to IAS 27. The company will apply revised IFRS 3 from January 1, 2010, but
it is not expected to have any significant impact on the accounts of the company.
  
    
    IFRIC INTERPRETATION 11 IFRS 2 SHARE-BASED PAYMENT  GROUP AND TREASURY SHARE
TRANSACTIONS (effective for annual periods beginning on or after March 1, 2007). This
interpretation addresses the classification of a share based payment transaction (as
equity or cash-settled), in which equity instruments of the parent or another group
entity are transferred, in the financial statements of the entity receiving accounts of
the company or group. The company has applied IFRIC Interpretation 11 from January 1,
2008, but it has not had any impact on the accounts of the company.
 F-58




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Significant accounting policies (continued)
 
    
    IFRIC INTERPRETATION 12 SERVICE CONCESSION ARRANGEMENTS (effective for annual
periods beginning on or after January 1, 2008). This interpretation provides guidance
to private sector entities on certain recognition and measurement issues that arise in
accounting for public to private service concession arrangements. The company has
applied IFRIC Interpretation 12 from January 1, 2008, but it has not had any impact on
the accounts of the company.
    
    IFRIC 14 AND IAS 19 THE LIMITS ON DEFINED ASSET, MINIMUM FUNDING REQUIREMENTS AND
THEIR INTERACTION (for annual periods beginning on or after January 1, 2008). This
interpretation clarifies when refunds or reductions in future contributions should be
regarded as available in accordance with paragraph 58 of IAS 19, how a minimum funding
requirement might affect the availability of reductions in future contributions and
when a funding requirement might give rise to a liability. The company has applied
IFRIC Interpretation 14 from January 1, 2008, but it has not had any impact on the
accounts of the company.
    
    AMENDMENTS TO IAS 39 AND IFRS7: RECLASSIFICATION OF FINANCIAL INSTRUMENTS 
EFFECTIVE DATE AND TRANSITION (effective July 1, 2008). This amendment permits an
entity to reclassify non-derivative financial assets (other than those designated at
fair value through profit or loss by the entity upon initial recognition) out of the
fair value through profit or loss category in particular circumstances. The amendment
also permits an entity to transfer from the available-for-sale category to the loans
and receivables category a financial asset that would have met the definition of loans
and receivables (if the financial asset had not been designated as available-for-sale),
if the entity has the intention and ability to hold that financial asset for the
foreseeable future. The company has applied the amendment to IAS39 and IFRS7 from July
1, 2008, but it has not had any impact on the accounts of the company.
 3. Critical accounting estimates and judgments
   Future rehabilitation obligations
  Determination of ore reserves
   F-59




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Critical accounting estimates and judgments (continued)
 Gold price assumptions
  Indirect taxes receivable
   Exploration and evaluation expenditure
  Depreciation
  Carrying values of property, plant and equipment
  
    
    The quantities of the reserves and mineral resources for which there is a high
degree of confidence in economic extraction;
    
    Future production levels;
    
    Future commodity prices;
    
    Future cash cost of production, capital expenditure, close down, restoration and
environmental clean up; and
    
    Future gold prices (a US$800 gold price was used for the current years impairment
calculations).
 4. Share capital
  F-60




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Number of shares
    
    2008
    
    2007authorized and issued
    
    $000
    
    $000Morila Limited
    
    
    800
    
    
    
    13
    
    
    
    13Government of Mali
    
    
    200
    
    
    
    3
    
    
    
    31,000
    
    
    
    16
    
    
    
    16
 5. Shareholders loan
 2008
    
    2007$000
    
    $000Government of Mali
    
    
    4,040
    
    
    
    3,8604,040
    
    
    
    3,860Made up of:Principal
    
    
    2,560
    
    
    
    2,560Deferred interest
    
    
    1,480
    
    
    
    1,3004,040
    
    
    
    3,860
  6. Environmental rehabilitation provision
 2008
    
    2007$000
    
    $000Opening balance
    
    
    11,218
    
    
    
    10,012Unwinding of discount
    
    
    449
    
    
    
    601Change in estimate
    
    
    (683
    )
    
    
    60510,984
    
    
    
    11,218
    F-61




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 independent
    7. Loans and borrowings
 2008
    
    2007$000
    
    $000a) Rolls Royce finance lease
    
    
    4,481
    
    
    
    6,754b) Air Liquide
    
    
    925
    
    
    
    1,3675,406
    
    
    
    8,121Less: Current portion of long term liabilities:a) Rolls Royce finance lease
    
    
    1,741
    
    
    
    2,273b) Air Liquide
    
    
    455
    
    
    
    4422,196
    
    
    
    2,7153,210
    
    
    
    5,406
     2008
    
    2007$000
    
    $000Finance lease liabilities  minimum lease payments:Not later than 1 year
    
    
    3,261
    
    
    
    4,202Later than 1 year and not later than 5 years
    
    
    4,449
    
    
    
    7,710Later than 5 years
    
    
    
    
    
    
    7,710
    
    
    
    11,912Future finance costs of finance leases
    
    
    (2,304
    )
    
    
    (3,791
    )Present value of finance lease liabilities
    
    
    5,406
    
    
    
    8,121
 F-62




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Loans and borrowings (continued)
 2008
    
    2007$000
    
    $000The present value of the finance lease liabilities is
as follows:Not later than 1 year
    
    
    2,196
    
    
    
    2,715Later than 1 year and not later than 5 years
    
    
    3,210
    
    
    
    5,406Later than 5 years
    
    
    
    
    
    
    5,406
    
    
    
    8,121
  2008
    
    2007$000
    
    $0000-12 months
    
    
    2,196
    
    
    
    2,7151-5 years
    
    
    3,210
    
    
    
    5,4065,406
    
    
    
    8,121
  Carrying amount
    
    Fair value2008
    
    2007
    
    2008
    
    2007$000
    
    $000
    
    $000
    
    $000Finance leases
    
    
    3,210
    
    
    
    5,406
    
    
    
    3,210
    
    
    
    5,4063,210
    
    
    
    5,406
    
    
    
    3,210
    
    
    
    5,406
   2008
    
    2007$000
    
    $000US Dollar
    
    
    5,406
    
    
    
    8,121
 8. Deferred taxation
  F-63




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Loans and borrowings (continued)
  2008
    
    2007$000
    
    $000At beginning of the year
    
    
    3,084
    
    
    
    6,261Income statement charge (note 14)
    
    
    (2,212
    )
    
    
    (3,177
    )At end of year
    
    
    872
    
    
    
    3,084Deferred taxation assets and liabilities
comprise of the followingAccelerated tax depreciation
    
    
    (3,025
    )
    
    
    (2,324
    )Deferred taxation liability
    
    
    (3,025
    )
    
    
    (2,324
    )Ore stockpiles and gold-in-process
    
    
    3,897
    
    
    
    5,408Deferred taxation asset
    
    
    3,897
    
    
    
    5,408Net deferred taxation asset
    
    
    872
    
    
    
    3,084
 9. Property, plant and equipment
 2008
    
    2007$000
    
    $000Mine properties, mine development costs and
mine plant facilities and equipmentCostBeginning of year
    
    
    203,273
    
    
    
    200,975Additions
    
    
    2,750
    
    
    
    1,693Revision in estimate of rehabilitation costs
    
    
    (683
    )
    
    
    605Accumulated depreciation
    
    
    205,340
    
    
    
    203,273Accumulated depreciationAt beginning of year
    
    
    126,114
    
    
    
    112,548Charge for the year
    
    
    13,397
    
    
    
    13,566139,511
    
    
    
    126,114Net book value
    
    
    65,829
    
    
    
    77,159
 Long-lived assets
  Short-lived assets
  
 F-64




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 10. Inventories
 2008
    
    2007$000
    
    $000Consumables stores
    
    
    29,857
    
    
    
    25,914Gold in process
    
    
    2,834
    
    
    
    2,500Short-term portion of ore stockpiles
    
    
    65,110
    
    
    
    45,65097,801
    
    
    
    74,064Provision for obsolescence
    
    
    (1,884
    )
    
    
    (2,003
    )95,917
    
    
    
    72,061Long term portion of ore stockpiles
    
    
    122,078
    
    
    
    102,020217,995
    
    
    
    174,081
  11. Accounts payable
 2008
    
    2007$000
    
    $000Related party payables- AngloGold Ashanti Limited
    
    
    742
    
    
    
    1,973- AngloGold Services Mali S.A.
    
    
    
    
    
    
    513- Societe
dExploitation des Mines dOr de Sadiola S.A.
    
    
    
    
    
    
    Trade creditors
    
    
    1,774
    
    
    
    7,754Payroll cost accruals
    
    
    807
    
    
    
    1,216Indirect taxes payable
    
    
    
    
    
    
    Accruals
    
    
    13,285
    
    
    
    11,03916,608
    
    
    
    22,495
 12. Receivables
 2008
    
    2007$000
    
    $000Related party receivables- AngloGold Ashanti Limited
    
    
    89
    
    
    
    19- AngloGold Services Mali S.A.
    
    
    
    
    
    
    - Societe d Exploitation des Mines dOr de Sadiola
S.A.
    
    
    32
    
    
    
    99- Societe des Mines de Loulo S.A.
    
    
    31
    
    
    
    - Societe Ashanti Goldfields de Guinée S.A.
    
    
    16
    
    
    
    46- Geita Gold Mining Limited
    
    
    
    
    
    
    Gold sales trade receivable
    
    
    6,344
    
    
    
    16,148Value added tax receivable
    
    
    12,243
    
    
    
    37,760Fuel duties receivable
    
    
    5,367
    
    
    
    10,094
 F-65




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 2008
    
    2007$000
    
    $000Other
    
    
    534
    
    
    
    1,44924,656
    
    
    
    65,615Impairment provision
    
    
    (2,841
    )
    
    
    (2,841
    )21,815
    
    
    
    62,774(6,087
    )
    
    
    (28,822
    )Current accounts receivable
    
    
    15,728
    
    
    
    33,952
   2008
    
    2007$000
    
    $000Related party receivables- AngloGold Ashanti Limited
    
    
    89
    
    
    
    19- AngloGold Services Mali S.A.
    
    
    
    
    
    
    - Societe d Exploitation des Mines dOr de Sadiola
S.A.
    
    
    32
    
    
    
    99- Societe des Mines de Loulo S.A.
    
    
    31
    
    
    
    - Societé Ashanti Goldfields de Guinée S.A.
    
    
    16
    
    
    
    46- Geita Gold Mining Limited
    
    
    
    
    
    
    Gold sales trade receivable
    
    
    6,344
    
    
    
    16,148Value added tax
    
    
    11,668
    
    
    
    37,185Fuel duties receivable
    
    
    3,101
    
    
    
    7,828MDM receivable
    
    
    
    
    
    
    Other
    
    
    534
    
    
    
    1,44921,815
    
    
    
    62,774
 13. Profit before taxation
 2008
    
    2007
    
    2006$000
    
    $000
    
    $000$000
    
    $000
    
    $000Profit before tax is arrived at after taking
into account the following:Depreciation
    
    
    13,397
    
    
    
    13,566
    
    
    
    15,583Auditors remuneration- audit fees
    
    
    107
    
    
    
    141
    
    
    
    141(Reversal of)/ impairment on accounts receivable
    
    
    
    
    
    
    (3,886
    )
    
    
    1,137Forex differences  net
    
    
    (4,237
    )
    
    
    (3,709
    )
    
    
    (2,124
    )Inventory obsolescence provision
    
    
    (119
    )
    
    
    1,063
    
    
    
    1,062Exploration Expense
    
    
    134
    
    
    
    2,076
    
    
    
    6,606Royalties
    
    
    22,246
    
    
    
    19,170
    
    
    
    18,856
 F-66




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 2008
    
    2007
    
    2006$000
    
    $000
    
    $000$000
    
    $000
    
    $000Total employee benefit cost
    
    
    13,849
    
    
    
    14,108
    
    
    
    13,631Related party management fee (note 21)
    
    
    3,715
    
    
    
    3,202
    
    
    
    3,149
 14. Taxation
  2008
    
    2007
    
    2006$000
    
    $000
    
    $000Current taxation
    
    
    55,759
    
    
    
    48,881
    
    
    
    56,427Deferred taxation charge/(credit)
relating to the origination and
reversal of temporary differences (note
8)
    
    
    2,212
    
    
    
    3,177
    
    
    
    1,29057,971
    
    
    
    52,058
    
    
    
    57,717The tax on the Companys profit before
tax differs from the theoretical amount
that would arise using the statutory
tax rate as follows:Profit before tax
    
    
    175,099
    
    
    
    144,867
    
    
    
    157,956Tax calculated at tax rate of 35%
    
    
    61,284
    
    
    
    50,703
    
    
    
    55,285Expenses not deductible for tax purposes- Provisions/allowances
    
    
    885
    
    
    
    947
    
    
    
    2,708- Other Permanent Differences
    
    
    (4,198
    )
    
    
    408
    
    
    
    (276
    )Taxation charge
    
    
    57,971
    
    
    
    52,058
    
    
    
    57,717
   15. Notes to the cash flow statement
 2008
    
    2007
    
    2006$000
    
    $000
    
    $000Taxation paid- Balance at beginning of year
    
    
    6,574
    
    
    
    4,434
    
    
    
    6,844- Charge to income statement
    
    
    57,971
    
    
    
    52,058
    
    
    
    57,717- Offsets against indirect tax
receivables
    
    
    (26,945
    )
    
    
    (16,149
    )
    
    
    (21,877
    )- Movement in deferred taxation
    
    
    (2,212
    )
    
    
    (3,177
    )
    
    
    (1,290
    )- Balance at end of year
    
    
    (22,976
    )
    
    
    (6,574
    )
    
    
    (4,434
    )- Tax paid
    
    
    12,412
    
    
    
    30,592
    
    
    
    36,960
 F-67




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Taxation (continued)
 Non-cash transactions
  16. Financial risk management
  Concentration of credit risk
   Foreign currency and commodity price risk
  2008
    
    2007$000
    
    $000Cash and cash equivalents includes balances denominated in- Communauté Financière Africaine franc (CFA)
    
    
    (6,204
    )
    
    
    (13,792
    )Accounts receivable and prepayments include balances
denominated in- Communauté Financière Africaine franc (CFA)
    
    
    12,615
    
    
    
    49,096- South African Rand (ZAR)
    
    
    31
    
    
    
    - Euro (EUR)
    
    
    17
    
    
    
    Accounts payable includes balances denominated in- Communauté Financière Africaine franc (CFA)
    
    
    (6,394
    )
    
    
    (3,255
    )- South African Rand (ZAR)
    
    
    (1,350
    )
    
    
    (414
    )- Pound Sterling (GBP)
    
    
    (4
    )
    
    
    (64
    )- Euro (EUR)
    
    
    (78
    )
    
    
    (74
    )
 F-68




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Financial risk management (continued)
 Interest rates and liquidity risk
  Capital risk management
  Maturity analysis
  At December 31, 2008
 ExpectedTrade and
    
    futureother
    
    interest
    
    
    
    
    
    Other financialBorrowings
    
    payments
    
    Payables
    
    liabilitiesUS$000
    
    US$000
    
    US$000
    
    US$000Financial liabilities
within 1 year, on demand
    
    
    16,608
    
    
    
    2,196
    
    
    
    1,065
    
    
    
    Between 1 and 2 years
    
    
    
    
    
    
    2,625
    
    
    
    990
    
    
    
    Between 2 and 3 years
    
    
    
    
    
    
    585
    
    
    
    248
    
    
    
    Between 3 and 4 years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Between 4 and 5 years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    After 5 years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,040Total
    
    
    16,608
    
    
    
    5,406
    
    
    
    2,303
    
    
    
    4,040
   F-69




---



##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Financial risk management (continued)
  Change in $ gold price
    
    
    300
    
    
    
    200
    
    
    
    100
    
    
    
    0
    
    
    
    (100
    )
    
    
    (200
    )
    
    
    (300
    )Profit/(loss) after
tax ($ millions)
    
    
    192
    
    
    
    165
    
    
    
    139
    
    
    
    113
    
    
    
    86
    
    
    
    60
    
    
    
    33
 17. Fair value of financial instruments
  December 31, 2008
    
    December 31, 2008
    
    December 31, 2007Classes of Financial
    
    Carrying
    
    Fair
    
    Carrying
    
    Fairinstruments
    
    amount
    
    value
    
    amount
    
    Value$000
    
    $000
    
    $000
    
    $000Financial assetsCash and equivalents
    
    Loans and receivables
    
    
    27,476
    
    
    
    27,476
    
    
    
    
    
    
    
    Receivables
    
    Loans and receivables
    
    
    21,815
    
    
    
    21,815
    
    
    
    62,774
    
    
    
    62,774Financial liabilitiesBank overdrafts
    
    Other financial liabilities
    
    
    
    
    
    
    
    
    
    
    (12,564
    )
    
    
    (12,564
    )Accounts payable
    
    Other financial liabilities
    
    
    16,608
    
    
    
    16,608
    
    
    
    22,495
    
    
    
    22,495Long-term liabilities
    
    Other financial liabilities
    
    
    3,210
    
    
    
    3,210
    
    
    
    5,406
    
    
    
    5,406Short term portion
of long term
liabilities
    
    Other financial liabilities
    
    
    2,196
    
    
    
    2,196
    
    
    
    2,715
    
    
    
    2,715Shareholders loan
    
    Other financial liabilities
    
    
    4,040
    
    
    
    4,040
    
    
    
    3,860
    
    
    
    3,860
 Estimation of fair values
     18. Post employment benefits
  F-70




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##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 19. Commitments  Capital expenditure for mining assets
  2008
    
    2007$000
    
    $000Contracts for capital expenditure
    
    
    
    
    
    
    Authorized but not contracted for
    
    
    141
    
    
    
    1,265Somadex mining contractor expenditure
 2008
    
    2007$000
    
    $000Not later than 1 year
    
    
    30,178
    
    
    
    49,281Later than 1 year and not later than 5 years
    
    
    
    
    
    
    23,742Later than 5 years
    
    
    
    
    
    
    30,178
    
    
    
    73,023
 20. Related party transactions
     2008
    
    2007$000
    
    $000Sales/services to related parties- AngloGold Ashanti Limited
    
    
    1
    
    
    
    59- AngloGold Services Mali S.A.
    
    
    
    
    
    
    28- Societe dExploitation des Mines dOr de Sadiola
S.A.
    
    
    188
    
    
    
    261- Societé dExploitation des Mines dOr de Yatela
S.A.
    
    
    3
    
    
    
    2- Societe des Mines de Loulo S.A.
    
    
    
    
    
    
    - Societé Ashanti Goldfields de Guinée S.A.
    
    
    180
    
    
    
    27- Geita Gold Mining Limited
    
    
    
    
    
    
    1Purchases from related parties- AngloGold Ashanti Limited
    
    
    (2,457
    )
    
    
    (5,677
    )- AngloGold Services Mali S.A.
    
    
    (810
    )
    
    
    (4,260
    )- Societe dExploitation des Mines dOr de Sadiola S.A.
    
    
    23
    
    
    
    (21
    )
 F-71




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##### 



SOCIÉTÉ
DES MINES DE MORILA S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Related party transactions (continued)
 2008
    
    2007$000
    
    $000- Societé dExploitation des Mines dOr de Yatela
S.A.
    
    
    3
    
    
    
    (1
    )- Geita Gold Mining Limited
    
    
    1
    
    
    
    (91
    )- Mining Investments Jersey Limited
    
    
    (3,300
    )
    
    
    
  2008
    
    2007
    
    2006$000
    
    $000
    
    $000Short-term employee benefits
    
    
    2,161
    
    
    
    1,636
    
    
    
    1,090Post-employment benefits
    
    
    
    
    
    
    142
    
    
    
    362,161
    
    
    
    1,778
    
    
    
    1,126
 21. Finance income and costs
 2008
    
    2007
    
    2006$000
    
    $000
    
    $000Finance income  interest income on
short term deposits
    
    
    246
    
    
    
    362
    
    
    
    651Finance income
    
    
    246
    
    
    
    362
    
    
    
    651Interest expense  borrowings
    
    
    (2,000
    )
    
    
    (2,791
    )
    
    
    (3,146
    )Unwind of discount on provisions for
environmental rehabilitation
    
    
    (450
    )
    
    
    (601
    )
    
    
    (593
    )Finance costs
    
    
    (2,450
    )
    
    
    (3,392
    )
    
    
    (3,739
    )Finance costs  net
    
    
    (2,204
    )
    
    
    (3,030
    )
    
    
    (3,088
    )
 22. Post balance sheet events
  F-72




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##### 



REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
 S-1




---



##### 



Schedule 1  Valuation and Qualifying Accounts
 Balanceat
    
    Charged to
    
    Unused
    
    Balance atbeginning
    
    costs and
    
    amounts
    
    end of$000
    
    of period
    
    expenses
    
    reversed
    
    periodYear ended December
31, 2008Valuation allowance
for impaired
receivables
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    1.1Valuation allowance
for impaired asset
backed securities
    
    
    
    
    
    
    10.4
    
    
    
    
    
    
    
    10.4Year ended December
31, 2007Valuation allowance
for impaired
receivables
    
    
    3.2
    
    
    
    
    
    
    
    (2.1
    )
    
    
    1.1Valuation allowance
for impaired asset
backed securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year ended December
31, 2006Valuation allowance
for impaired
receivables
    
    
    1.6
    
    
    
    1.6
    
    
    
    
    
    
    
    3.2Valuation allowance
for impaired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 S-2