<PAGE>


                         CHARGE OVER REGISTERED SHARES

                                             HERBERT SMITH
                                             20, rue Quentin-Bauchart
                                             75008 PARIS
                                             France

                                                                               1

<PAGE>

                                    INDEX
<TABLE>
<CAPTION>
ARTICLES                                                             PAGES
<S>                                                                     <C>
ARTICLE 1 - DEFINITIONS..................................................6
ARTICLE 2 - CHARGE.......................................................7
ARTICLE 3 - CREATION OF THE CHARGE.......................................7
ARTICLE 4 - BASE OF THE CHARGE...........................................7
ARTICLE 5 - GUARANTEED OBLIGATIONS/REGISTRATION..........................8
ARTICLE 6 - ENFORCEMENT OF THE CHARGE...................................10
ARTICLE 7 - DECLARATIONS AND GUARANTEES OF THE CHARGORS.................11
ARTICLE 8 - UNDERTAKINGS OF THE CHARGORS................................12
ARTICLE 9 - NOTICES.....................................................15
ARTICLE 10 - EXPENSES...................................................15
ARTICLE 11 - REGISTRATION...............................................15
ARTICLE 12 - ELECTION OF DOMICILE.......................................15
ARTICLE 13 - SCOPE OF THE CHARGE........................................16
ARTICLE 14 - ABSENCE OF IMPLIED WAIVER..................................16
ARTICLE 15 - ABSENCE OF VALIDITY OF A PROVISION.........................16
ARTICLE 16 - IRREVOCABILITY OF UNDERTAKINGS.............................16
ARTICLE 17 - ASSIGNMENT.................................................16
ARTICLE 18 - APPLICABLE LAW - COMPETENT JURISDICTIONS...................17
ARTICLE 19 - DELIVERY OF THE CHARGE TO THE STATE........................17
ARTICLE 20 - EFFECT OF THE RECITALS AND THE APPENDICES..................18
</TABLE>

                                                                               2

<PAGE>

                        CHARGE OVER REGISTERED SHARES

BETWEEN THE UNDERSIGNED:

1.     RANDGOLD RESOURCES (MORILA) LIMITED, a company incorporated under the
       laws of Jersey, with a share capital of USD 15,000, and with its
       registered office at La Motte Chambers, St Helier, Jersey JBI IBJ,

       represented by Mr. Dennis Mark Bristow, duly authorised;

2.     MR. MAHAMADOU SAMAKE, of Malian nationality, residing at Avenue Al Qoods,
       Route de Koulikoro, B.P 2856, Bamako, Mali;

3.     MR. ROGER AINSLEY RALF KEBBLE, of South African nationality, residing at
       5 Press Avenue, Selby, Johannesburg, South Africa;

4.     MR. DENNIS MARK BRISTOW, of South African nationality, residing at 5
       Press Avenue, Selby, Johannesburg, South Africa;

5.     MR. DAVID ASHWORTH, of British nationality, residing at 5 Press Avenue,
       Selby, Johannesburg, South Africa;

                      (hereinafter collectively referred to as the "CHARGORS")

AND

6.     N M ROTHSCHILD & SONS LIMITED, a bank incorporated under English law,
       with its registered office at New Court, St. Swithin's Lane, London EC4P
       4DU, acting in its own name and as agent for Standard Bank London
       Limited, Societe Generale, Mees Pierson N. V., Bayerische Hypo-und
       Vereinsbank AG and Leonia Corporate Bank plc pursuant to a loan agreement
       entered into on 21st December 1999 (hereinafter referred to in this
       capacity as "ROTHSCHILD"), Rothschild being represented by M____________,
       ____________ and M_____________,____________.

                             (hereinafter together referred to as the "LENDERS")

                                                                               3

<PAGE>

WHEREAS:

Pursuant to an establishment agreement entered into on 28th April 1992 with BHP
Minerals International Inc. in relation to the exploration for, and exploitation
of, possible gold, silver, lead, zinc, copper and cobalt deposits (hereinafter,
and as amended from time to time, referred to as the "CONVENTION"), the State of
Mali has granted to that company an exploration permit pursuant to order
(arrete) n[degree]92-2505/MMEH-CAB of 3rd June 1992.

The Convention was approved by decree n[degree]92-146/PM-RM dated 14th May 1992
by virtue of the Ordinance (ordonnance) n[degree]92-027/P-CTSP dated 12th May
1992.

This permit was renewed for the first time by way of order (arrete) n[degree]
95-2249/MMEH-SG of 13th October 1995 and then transferred, together with the
rights and obligations arising under the Convention, to Randgold Resources Mali
by way of order (arrete) n[degree]189 MMEH-SG of 18th February 1997. This permit
was the object of a second renewal by way of order (arrete)
n[degree]99-636/MME-SG of 13th April 1999.

In accordance with the provisions of the Convention and the rules in force, an
exploitation permit for the Morila mine was granted to Randgold Resources
Limited by way of decree a 99-21 PM-RM of 4th August 1999; a limited liability
company (societe anonyme) incorporated under Malian law, with a share capital
of FCFA 10,000,000, Morila S.A. was incorporated on 30th July 1999 for the
exploitation of the Morila deposit (the "COMPANY"). This Company was
registered with the Trade registry of Bamako on 10th August 1999 under number
15-130. The above mentioned exploitation permit was transferred to the Company
by a decree n[degree]99-361/PM-RM dated 17th November 1999.

The State of Mali, Randgold Resources Mali and Morila will enter into an
Amendment to the Agreement with a view to adapt some of its provisions in order
to facilitate its application with regard to the exploitation of the Morila
mine.

The Chargors hold 800 shares out of the 1000 shares constituting the share
capital of the Company.

With a view to enabling the Project to be completed, a loan agreement was
entered into on 21st December 1999 between the Company, as the Borrower,
Randgold Resources Limited and Randgold & Exploration Company Limited and
Randgold Resources (Morila)

                                                                               4

<PAGE>

Limited, as the Completion Guarantors, and various banks and other financial
institutions, as the Lenders and Co-Arrangers. N M Rothschild & Sons Limited
and Standard Bank London Limited, as the Arrangers, and N M Rothschild & Sons
Limited, as the Agent for the Lenders (hereinafter, and as amended, modified or
supplemented from time to time, referred to as the "LOAN AGREEMENT").

Section 6.1.2 of the Loan Agreement provides that it is a condition precedent
to the making of the initial loans pursuant to Section 2.2 of the Loan
Agreement, that certain security interests be granted by the Company and the
guarantors over their rights and assets in favour of the Lenders.

The State of Mali has, firstly, authorised the granting of security pursuant to
Articles 1 and 2.1 of the Protocol will be entered into between Rothschild
(hereinafter the "PROTOCOL") and, secondly, waived, in accordance with
Article 2.5 of that Protocol, the pre-emption right to which it is entitled
pursuant to Article 30.1 of the Convention. In view of this, the Chargors have
agreed to grant in favour of the Lenders, as security for, and guarantee of,
full payment of the Guaranteed Obligations by the COMPANY TO THE LENDERS, a
charge over the 800 shares in the Company (the "CHARGED SHARES"), fully owned
by the Chargors, representing 80% of the share capital and voting rights
of the Company, in accordance with the terms and conditions herein (the
"CHARGE").

Furthermore, the Chargors, pursuant to Article 10 of the articles of
association (statuts) of the Company, and section 773 of the OHADA Uniform Act
on the Law of Commercial Companies and Economic Interest Groups dated 17th
April 1997 have notified to the Company and the other shareholders, by way of
faxes dated 20th January 2000, the draft Charge over the shares in the Company
that they intend to grant in favour of the Lenders. A copy of such faxes are
set out in Appendix 1 of this Charge.

The Company's board of directors approved the draft Charge at its session of
21st January 2000. A copy of the minutes of that meeting are set out at Appendix
2.

Pursuant to such notices and such approval, in accordance with section 773 of
the OHADA Uniform Act on the Law of Commercial Companies and Economic Interest
Groups dated 17th April 1997, the Company has, by way of fax dated 22nd
February 2000, a copy of which is set out at Appendix 3, notified to the
Chargors its consent to the Charge.

                                                                               5

<PAGE>

IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 - DEFINITIONS

COMMERCIAL LAW ACT means the OHADA Uniform Act on general commercial law dated
1st January 1998;

COMPANIES ACT means the OHADA Uniform Act on the Law of Commercial Companies
and Economic Interest Groups dated 17th April 1997;

SECURITY INTERESTS ACT means the OHADA Uniform Act relating to the organisation
of Security Interests dated 17th April 1997;

MINING CODE means the ordinance No. 91-065/P-CTSP dated 19th September 1991
enacting the mining code in Mali;

CHARGED SHARES is defined above;

CHARGORS is defined above;

CONTRACT means this agreement;

LOAN AGREEMENT is defined above;

CONVENTION is defined above;

CHARGE is defined above;

GUARANTEED OBLIGATIONS means all of the sums due or likely to be due at any
moment by the Company, as Borrower, and the Obligors in accordance with the
Loan Agreement, to the Lenders together with all additional costs and interest
(including in particular all costs, expenses, fees, penalties and moratory
interest payable and other sums due in accordance with the Loan Agreement and
each other Loan Document also including all other Obligations of the Company
and the Obligors as defined in the Loan Agreement);

OHADA means the Organisation for the harmonisation of business law in Africa
(Organisation pour l'harmonisation du droit des affaires en Afrique) pursuant
to the Port-Louis treaty of 17th October 1993;

LENDERS is defined above;

                                                                               6

<PAGE>

PROTOCOL is defined above;

ROTHSCHILD is defined above;

COMPANY is defined above.

Capitalised terms not defined herein shall have the meaning given to them in
the Loan Agreement.

ARTICLE 2 - CHARGE

The Chargors hereby charge in favour of the Lenders, which accept such charge,
the Charged Shares as security for, and as guarantee of, the Guaranteed
Obligations in accordance with the provisions of the Security Interests Act and
the Companies Act, i.e., the EIGHT HUNDRED (800) B shares in the share capital
of the Company.

ARTICLE 3 - CREATION OF THE CHARGE

In accordance with the provisions of sections 747 and 764 of the Companies Act,
(and in view of the fact that) the shares in the Company being registered
shares, the Charge over the Charged Shares shall be implemented (i) by way of
registration in the register of transfers of the Company; (ii) by the delivery
to Rothschild of (a) the share transfer form or forms by way of guarantee
signed by the Chargors in favour of Rothschild and (b) the share certificates
for the Charged Shares. Furthermore, the Chargors undertake to notify the
Charge to the Company, at their costs, as soon as this Charge has been
registered, and to obtain from the Company the delivery to Rothschild of a
charging certificate setting out that the Charge has been registered in the
transfer register of the Company.

ARTICLE 4 - BASE OF THE CHARGE

All of the Charged Shares, all shares substituted for them or completing them,
of any kind whatsoever, and in particular by way of exchange, reorganisation,
division, allocation free of charge, or subscription in cash, are fully
included in the base of the Charge herein. In this respect, the Chargors hereby
give an irrevocable mandate to the holder of the transfer register of the
Company in order, where applicable, to proceed with the necessary formalities
to extend the base of the Charge to such new shares.

                                                                               7

<PAGE>

The benefit and income, in any currency, arising from the Charged Shares are
also charged in favour of the Lenders and all of the dividends in cash due
pursuant to the Charged Shares shall be paid to the Chargors who will have the
free disposal of them. The Lenders authorise the direct receipt of the
dividends paid in respect of the Charged Shares. This authorisation will be
deemed to be revoked as from the occurrence of one of the events set out in
Article 9 of the Loan Agreement, and the dividends due but not paid or yet to
fall due, will be paid directly to the Lenders, without the requirement for any
further formality. The Lenders may allocate such amounts for the payment of the
Guaranteed Obligations or return them to a separate account as security and
subsequently deduct them from the Guaranteed Obligations.

In the event that the Company shall proceed with a reduction of its share
capital not due to losses, the Chargors shall not present its shares in the
Company to the Company with a view to their repurchase.

In the event that the Company shall proceed with a reduction in share capital
due to losses, the Chargors undertake to inform the Lenders of such proposed
reduction prior to its adoption by the shareholders in general meeting; in
accordance with the above provisions, all of the new shares issued pursuant to
an increase in capital following a reduction in capital and allocated to the
Chargors shall be included in the extent of the Charge.

ARTICLE 5 - GUARANTEED OBLIGATIONS/REGISTRATION

For the sole purpose of the registration on the relevant register, the parties
evaluate the Guaranteed Obligations at a total maximum amount in principal of
THREE HUNDRED FIFTEEN MILLION U.S. dollars (USD 315,000,000) i.e., FCFA
208,312,650,000 and a total maximum amount in ancillary costs and interests of
FORTY FIVE MILLION U.S. dollars (USD 45,000,000), i.e., FCFA 29,758,950,000 (the
amounts in FCFAs are calculated on the basis of the Banque de France indicative
exchange rate of the Euro against the U.S. dollar for 17th February 2000, as
published in the Official Journal of the French Republic: [Euro] 1 = USD
0.9919: USD 1 = FFr 6.6131 - FCFA 661.31), distributed as follows:

                                                                               8

<PAGE>

<TABLE>
<CAPTION>
                                      Principal      Interests     Total
<S>                               <C>                <C>           <C>
N M Rothschild & Sons Limited     USD   52,500,000   7,500,000     60,000,000

                                  kFCFA 34,718,775   4,959,825     39,678,600

Standard Bank London Limited      USD   52,500,000   7,500,000     60,000,000

                                  kFCFA 34,718,775   4,959,825     39,678,600

Societe Generale                  USD   52,500,000   7,500,000     60,000,000

                                  kFCFA 34,718,775   4,959,825     39,678,600

Mees Pierson N.V.                 USD   52,500,000   7,500,000     60,000,000

                                  kFCFA 34,718,775   4,959,825     39,678,600

Bayerische Hypo-und

Vereinsbank AG                    USD   52,500,000   7,500,000     60,000,000

                                  kFCFA 34,718,775   4,959,825     39,678,600

Leonia Corporate Bank plc         USD   52,500,000   7,500,000     60,000,000

                                  kFCFA 34,718,775   4,959,825     39,678,600

TOTAL                             USD   315,000,000  45,000,000    360,000,000

                                  kFCFA 208,312,650  29,758,950    208,071,600
</TABLE>

The registrations to be made pursuant to the creation of the charge given shall
be made for all amounts in principal and ancillary costs which the Lenders may
think fit, in particular in the light of the value of the Charged Shares but
within the limit of the above agreed amounts. The Chargors acknowledge that
these amounts will be fixed by the Lenders by the note of registration of the
Charge, without the requirement to obtain its expressed consent.

                                                                               9

<PAGE>

In the event that the original registration shall be inferior to the amounts in
principal and ancillary costs of the Guaranteed Obligations as provided in this
article, the Lenders may, at any time, proceed with the supplemental
registration in respect of the Charged Shares for any such amount which they
think fit, in particular, taking into account the change of the value of the
charged shares however still within the limit of the aggregate registered
amount being at most equal to the amounts in principal and the interests of the
Guaranteed Obligations.

In the name and on behalf of the Lenders, the Chargors shall carry out at their
costs all the necessary formalities for the validity and efficiency of the
Charge, in particular its registration for tax purposes and its registration on
the relevant register in lieu of the Registry of Commerce and Asset Credit
within fifteen (15) days commencing from the date hereof.

The registration on the relevant register in lieu of the Registry of Commerce
and Asset Credit shall be renewed every five years from the date of such
registration, renewals being carried out by the Company or Rothschild in the
name and on behalf of the Chargors.

In the event that such periodic renewals are not carried out, the Lenders
reserve the right to terminate the Loan Agreement pursuant to Article 9 of the
Loan Agreement.

ARTICLE 6 - ENFORCEMENT OF THE CHARGE

In the absence of payment on the due date of any of the Guaranteed Obligations
or upon the occurrence of any Event of Default described in Article 9 of the
Loan Agreement. Rothschild, acting in its name and on behalf of the Lenders,
after a legal notice addressed by it to the Company requesting payment of the
due amount and where such payment has not been made within eight (8) days after
the presentation of such notice, may enforce this Charge or request its
enforcement without having to resort beforehand to any other form of recourse
to which the Lenders may in addition be entitled, or to enforce any other
security that it may hold elsewhere and, generally, may enforce in respect of
this Charge all rights, actions, and liens that the law recognises for creditors
benefiting from such a charge, and Rothschild may thus pursue the enforcement
of the Charge in accordance with the legal and regulatory provisions in force,
and, in particular, proceed with the sale of the Charged Shares, to ensure that
it is paid, at the price obtained, the sums payable pursuant to the Guaranteed
Obligations, by preference over other creditors and over all future assignees.

                                                                              10

<PAGE>

From the enforcement of the Charge, the benefits and income in any currency
relating to the Charged Shares shall be paid directly to Rothschild.

The enforcement of the Charge shall be carried out in accordance with the terms
of the Convention.

ARTICLE 7 - DECLARATIONS AND GUARANTEES OF THE CHARGORS

The Chargors hereby make the following declarations and give the following
guarantees:

(a)     As far as Randgold Resources (Morila) Limited is concerned, it is duly
        created, constituted and exists in accordance with the law by which it
        is governed;

(b)     They have full ownership of the Charged Shares, which are fully paid up;

(c)     They have all powers and full capacity to sign and perform this Charge
        and, as far as Randgold Resources (Morila) Limited is concerned, it has
        obtained all necessary authorisations to this effect including from its
        competent management bodies; subject to application of the Companies
        Act, no consent and no authorisation from any person whatsoever is
        necessary to effect or perform the Charge;

(d)     Due consent has been given to the draft Charge by the Company and by its
        shareholders;

(e)     The signature and performance of this Contract do not breach or conflict
        with any legislative or regulatory provision or any provision deriving
        from treaties, any contractual provisions or any articles of
        association, any injunction or legal decision of any judiciary,
        administrative or arbitral tribunal, or any other governmental entity
        relating to them or relating to any of their assets;

(f)     Their obligations pursuant to this Contract are legal, valid and binding
        and can be performed;

(g)     They are solvent and capable of paying their debts as they fall due;

(h)     They respect all of the material provisions, terms and conditions of
        each contract, convention, recognition of debt or any other document to
        which they are party and by which they are contractually bound;

                                                                              11

<PAGE>

(i)     They respect all material terms of all applicable rules and all
        authorisations which have been obtained in respect of the exercise of
        their activities, the ownership of their assets and the performance of
        the project pursuant to the Convention;

(j)     Subject to the provisions of the articles of association of the Company,
        the Charged Shares are free from any inscription, right, option or other
        security interest whatsoever and, in particular, as the case may be,
        from any lien or general charge in favour of the competent tax
        authorities so that the security interests granted by way of this
        Charge will be ranked first without competition; the Charged Shares
        have not been the object of any assignment, lien, security or other
        right whatsoever in favour of any third party and have not been the
        object of any proceedings to seize or block such shares;

(k)     There are no disputes, claims or litigation proceedings pending or, as
        far as they are aware, no risk of dispute, action, claim or proceedings;

        -   which may be directly linked with one of the provisions of this
            Contract;

        -   which are not linked to the provisions of this Contract but which
            would have the effect of preventing this Contract from being
            performed or which would prevent the Chargors from fulfilling their
            obligations pursuant to this Contract.

ARTICLE 8 - UNDERTAKINGS OF THE CHARGORS

The Chargors irrevocably and expressly undertake, as of the date of this
Contract and throughout all the period of the Charge:

(a)     Not to sell, assign (for consideration or free of charge) or otherwise
        transfer (including by way of contribution, exchange or merger), or to
        grant any rights whatsoever, over the Charged Shares or the benefits and
        income, in any currency, arising in respect of the Charged Shares and,
        in particular, not to charge them in favour of a third party without the
        prior written consent of Rothschild;

(b)     Only to exercise any direct or indirect voting rights attached to the
        Charged Shares together with the direct or indirect rights to
        participate in the management of the Company or in the putting in place
        of its general policies in accordance with the

                                                                              12

<PAGE>

        instructions of Rothschild once an event of default pursuant to Article
        9 of the Loan Agreement has been declared;

(c)     To inform the Lenders of all facts brought to the knowledge of the
        Chargors which may reasonably have negative consequences on the
        activities of the Company and consequently on the Charged Shares;

(d)     To ensure that they hold at any time at least 80% of the Company's share
        capital (subject to shares held by directors of the company and legal
        provisions relating to a minimum number of shareholders) as well as
        voting rights and, to this end, will proceed with any necessary
        purchases, will subscribe to or will arrange for others to subscribe on
        their behalf any increase in capital in the Company and of any shares
        issued by the Company;

        Any share (existing or new) which could not automatically be included in
        the Charge shall be charged in favour of the Lenders by the Chargors.

(e)     To perform their obligations and exercise their rights as shareholders
        of the Company in such a way as to preserve and increase the base of the
        Charge;

(f)     To charge any share or other security that may replace or supplement the
        Charged Shares, including all shares or other securities that the
        Chargors may own which may be subsequently created inter alia by way of
        subscription, capital increase, whether it follows a reduction of the
        share capital or not, and whether this increase takes the form of
        contribution in kind, distribution of bonus or dividends in shares,
        exercise of the conversion of notes convertible or redeemable in shares
        of the Company or in any other manner it may become the property of the
        Chargors, given that any share which supplements or replaces existing
        shares should also be entirely paid up and free from any lien or
        encumbrances whatsoever, so that at any time the number of Charged
        Shares shall be equal to 80% of the share capital and voting rights of
        the Company;

                                                                              13

<PAGE>

(g)     To ensure that all authorisations are obtained and that all necessary
        documents are signed and delivered in order to ensure the validity, the
        continuation of the validity and the enforceability of the Charge and,
        in particular, any document which may become necessary to carry out any
        formality with the relevant register in lieu of the Registry of Commerce
        and Asset Credit, including the renewal of the registration of this
        Charge;

(h)     That all information prepared in writing by the Chargors and supplied to
        the Lenders or to any other third party pursuant hereto, or report or
        certificate which must be provided pursuant hereto, is, when it is
        delivered, exact and complete in all respects;

(i)     To inform the Lenders of all actions and claims by any individual or
        corporate entity in respect of the Charged Shares and to ensure that all
        appropriate measures are taken in defence against such actions and
        claims;

(j)     To abstain throughout the entire duration of the Contract from any act
        which may diminish the value of the Charged Shares;

(k)     To ensure that the Charge continues to rank in priority over any other
        security interest through the entire duration of the Contract;

(l)     Not to grant over the Charged Shares any security, lien or other right
        of any kind whatsoever or to allow a lien or other right to be taken or
        registered over such shares; if any such security interest or lien is
        taken over all or part of the Charged Shares, the Chargors undertake to
        request the removal of such security interest within forty five (45)
        days from the registration of such security interest or such lien;

(m)     As soon as the Lenders seek to enforce the Charge, to provide all
        necessary assistance to Rothschild by providing it with the documents
        necessary for the sale or legal attribution of the Charged Shares and
        for the exercise by the Lenders of all of their rights pursuant to the
        Contract and or pursuant to the law;

                                                                              14

<PAGE>

ARTICLE 9 - NOTICES

Any notices and claims relating to this Charge shall be made in writing and
sent by registered letter with acknowledgement of receipt or by fax. Notices
shall become effective on the date of first presentation of the registered
letter or of receipt of the fax at the addresses below.

ARTICLE 10 - EXPENSES

All expenses, costs and disbursements incurred by the Lenders in the scope of
the negotiation, preparation, drafting and signature of this Contract, and all
costs incurred in relation to the establishment and performance of this
Contract or relating to the preservation (and in particular the renewal of the
registration of the Charge) or the exercise of the rights of the Lenders
pursuant hereto shall be borne by the Company which undertakes to pay such
costs.

ARTICLE 11 - REGISTRATION

Registration of this Charge is expressly required. The registration formalities
shall be carried out at the responsibility and cost of the Chargors.

All stamp and registration duties, together with all taxes, penalties and
expenses to which the Charge together with its renewal and its performance may
give rise shall be at the Chargors's costs.

It is hereby noted that, pursuant to the tax provisions in Article 22.2 of the
Convention, the security interests granted by the Chargors, affiliate company
or shareholders of the Company pursuant to the project governed by that
Convention, shall be exempt from "all taxes, contributions and any other
direct or indirect taxes for which they may be personally liable or for which
they may be required to hear the cost...".

ARTICLE 12 - ELECTION OF DOMICILE

In accordance with section 65.6 of the Security Interests Act, the Lenders
elect domicile at offices of Maitre Ahmadou Toure, notary of Bamako.

                                                                              15

<PAGE>

ARTICLE 13 - SCOPE OF THE CHARGE

This Charge shall not affect and may not affect in any manner whatsoever the
nature and the extent of any undertakings and any guarantees whatsoever which
have been or may be contracted or provided in favour of the Lenders, either by
the Chargors, or by any third party to which it is added.

All the rights granted to Rothschild as Agent and party pursuant hereto or by
any other document delivered in performance of, or on the date of, this
Contract, together with rights arising under the law, shall be cumulative and
may be exercised at any moment.

ARTICLE 14 - ABSENCE OF IMPLIED WAIVER

Should Rothschild fail to exercise a right or exercise it belatedly this shall
not constitute a waiver of such right and the exercise of a single right or the
partial exercise of such right shall not prevent Rothschild from exercising it
again in the future or exercising any other right.

ARTICLE 15 - ABSENCE OF VALIDITY OF A PROVISION

In the event that a provision (or part of a provision) of this Contract is or
becomes illegal, void or unenforceable, this shall not have any effect on the
legality, validity or enforceability of the other provisions of this Contract.

ARTICLE 16 - IRREVOCABILITY OF UNDERTAKINGS

Subject to the provisions of the Security Interests Act and of the Companies
Act, this Charge is irrevocable and shall fully apply notwithstanding any
renewal or extension of the Guaranteed Obligations, any novation or any
amendment to the Guarantee Obligations together with any amendment to the
financial documentation, grace period, change in the articles of association of
the Company or insolvency proceedings against the Company.

ARTICLE 17 - ASSIGNMENT

Any assignee of all or part the rights and obligations of the Lenders pursuant
to the Loan Agreement and which would be substituted in the rights and
obligations of such Lenders following the date of signature of this Charge,
shall benefit fully from the Charge subject to the completion of the publicity
formalities set out in sections 67 and 80 of the

                                                                              16

<PAGE>

Security Interests Act, the Company intending that the Charge benefit any
assignee substituted, in whole or in part, to the rights and obligations of the
Lenders: therefore, any reference to the Lenders shall include such assignee,
and this is expressly recognised and accepted by the Chargors. In order to give
full effect to this provision, the Chargors irrevocably undertake, on first
request from Rothschild, to sign any documents, contracts and other deeds
necessary and to accomplish all formality that shall, in the opinion of
Rothschild, be necessary or appropriate to achieve the foregoing, at the cost
of the Chargors.

ARTICLE 18 - APPLICABLE LAW - COMPETENT JURISDICTIONS

This Charge shall be governed, for its validity, interpretation and
performance, by Malian law, and in particular, the Companies Act and the
Security Interests Act.

The Courts of Bamako shall be competent to consider all disputes between the
parties from time to time hereto.

ARTICLE 19 - DELIVERY OF THE CHARGE TO THE STATE

This Charge possibly resulting in a change of control of the Company, the
Chargors shall therefore provide a copy of this Charge to the State pursuant to
section 4 of the decree of enactment of the Mining Code.

                                                                              17

<PAGE>

ARTICLE 20 - EFFECT OF THE RECITALS AND THE APPENDICES

The recitals and the appendices hereto shall have the same legal effect as this
Contract and shall form an integral part of it.

Signed in twelve (12) original copies

Date:_________________

                                         RANDGOLD RESOURCES (MORILA)

                                         LIMITED

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         Address for Notices:

                                         5 Press Avenue, Selby, Johannesburg for
                                         hand deliveries and P.O. Box 82291
                                         Southdale 2135, South Africa

                                         Facsimile No.:     27 11 827 0790

                                         Attention:         Company Secretary

                                         MAHAMADOU SAMAKE

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         Address for Notices:

                                         5 Press Avenue, Selby, Johannesburg
                                         for hand deliveries and P.O. Box 82291
                                         Southdale 2135, South Africa

                                         Facsimile No.:     27 11 827 0790

                                         Attention:         Company Secretary

                                                                              18

<PAGE>

                                         ROGER AINSLEY RALF KEBBLE

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         Address for Notices:

                                         5 Press Avenue, Selby, Johannesburg
                                         for hand deliveries and P.O. Box 82291
                                         Southdale 2135, South Africa

                                         Facsimile No.:     27 11 827 0790

                                         Attention:         Company Secretary

                                         DENNIS MARK BRISTOW

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         Address for Notices:

                                         5 Press Avenue, Selby, Johannesburg
                                         for hand deliveries and P.O. Box
                                         82291 Southdale 2135, South Africa

                                         Facsimile No.:     27 11 827 0790

                                         Attention:         Company Secretary

                                                                              19

<PAGE>

                                         DAVID ASHWORTH

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         Address for Notices:

                                         5 Press Avenue, Selby, Johannesburg
                                         for hand deliveries and P.O. Box 82291
                                         Southdale 2135, South Africa

                                         Facsimile No.:     27 11 827 0790

                                         Attention:         Company Secretary

                                                                              20

<PAGE>

                                         N M ROTHSCHILD & SONS LIMITED

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         By:________________________________

                                         Name printed:______________________

                                         Title:_____________________________

                                         Address for Notices:
                                         New Court
                                         St. Swithin's Lane
                                         London
                                         EC4 4DU
                                         United Kingdom

                                         Facsimile No.:     44 171 280 5139

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