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                                                                    EXHIBIT 10.6

                            SALE OF SHARES AGREEMENT

                                     between

                       ANGLOGOLD LIMITED (OR ITS NOMINEE)

                                       and

                           RANDGOLD RESOURCES LIMITED

                                       and

                       RANDGOLD RESOURCES (MORILA) LIMITED

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                                TABLE OF CONTENTS

1.      PARTIES ...............................................................1

2.      INTERPRETATION ........................................................1

3.      INTRODUCTION ..........................................................7

4.      CONDITIONS PRECEDENT ..................................................7

5.      PURCHASE AND SALE ....................................................10

6.      PURCHASE PR1CE .......................................................10

7.      PAYMENT OF THE PRICE .................................................11

8.      THE FINANCIAL STATEMENTS .............................................12

9.      CLOSING ..............................................................13

10.     THE WARRANTIES .......................................................14

11.     BENEFIT AND RISK .....................................................16

12.     TRANSACTION INDIVISIBLE ..............................................16

13.     DEBTS OWED TO THE COMPANY BY THE SELLER ..............................16

14.     THE OPERATOR AGREEMENT ...............................................17

15.     BREACH ...............................................................17

16.     COSTS ................................................................18

17.     DOMICILIUM ...........................................................18

18.     GOVERNING LAW ........................................................19

19.     CONFIDENTIALITY ......................................................20

20.     DISPUTE RESOLUTION ...................................................21

21.     GENERAL ..............................................................22

SCHEDULE I

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                            SALE OF SHARES AGREEMENT

1.    PARTIES

1.1         ANGLOGOLD LIMITED (or its nominee)

1.2         RANDGOLD RESOURCES LIMITED

13          RANDGOLD RESOURCES (MORILA) LIMITED

2.    INTERPRETATION

2.1         The headnotes to the paragraphs in this Agreement are for reference
            purposes only and shall not affect the interpretation of any part
            hereof.

2.2         Unless inconsistent with the context, the words and expressions set
            forth below shall bear the following meanings:

            "the Act"                   the Companies Act, 1973, as amended, at
                                        the signature date;

            "the Agreements"            collectively this sale of shares
                                        agreement, the JV Agreement, the
                                        Shareholders' Agreement and the Operator
                                        Agreement;

            "Barnex"                    Barnato Exploration Limited, a company
                                        registered in the Republic of South
                                        Africa, registration number 88/03756/06;

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                                                                         Page 2.

             "the Barnex Loan"          the agreement of loan concluded between
                                        RRL and Barnex on 27 August 1999, as
                                        subsequently amended on 10 December
                                        1999, 27 January 2000 and 29 March 2000;

             "Business Day"             any day other than a Saturday, Sunday or
                                        official public holiday in the Republic
                                        of South Africa;

             "the Company"              Randgold Resources (Morila) Limited, a
                                        company incorporated in Jersey,
                                        registration number 74837;

             "the Conditions"           the conditions precedent set out in
                                        Clause 4.1;

             "the Current Account"      the agreement of loan concluded between
                                        RRL and the Company on 21 December 1999;

             "the Due Diligence"        the Due Diligence investigation
                                        undertaken by the Purchaser in respect
                                        of the Project,

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                                                                         Page 3.

                                        prior to the Signature Date;

            "the Effective Date"        23 June 2000, or such later date as the
                                        parties may agree in writing;

            "the Financial Statements"  the audited financial statements of the
                                        Company and the Subsidiary as at the
                                        Effective Date;

            "the Indicative Offer"      the Indicative Offer submitted by the
                                        Purchaser, attached as Schedule 5;

            "the JV Agreement"          a joint venture agreement to be
                                        concluded between the Seller and the
                                        Purchaser by not later than the
                                        Effective Date, in respect of their
                                        respective participation in the Company,
                                        substantially on the terms and
                                        conditions as set out in Schedule 2;

            "the Operator Agreement"    the operator and management agreement to
                                        be concluded between AngloGold Services
                                        (Mali) S A and the Subsidiary, on the
                                        basis set out in Cause 14, substantially
                                        on the

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                                                                         Page 4.


                                        terms and conditions as set out in
                                        Schedule 3;

            "the Project"               the gold project owned and undertaken by
                                        the Subsidiary;

            "the Purchaser"             AngloGold Limited, a company registered
                                        in the Republic of South Africa,
                                        registration number 05/17354/06, or its
                                        nominee;

            "the Purchaser's Auditors"  KPMG

            "RECL"                      Randgold & Exploration Company Limited,
                                        a company registered in the Republic of
                                        South Africa, registration number
                                        92/05642/06;

            "Rothschild"                N M Rothschild and Sons Limited, a
                                        company registered in the United
                                        Kingdom,;

            "the Seller"                Randgold Resources Limited, a company
                                        registered in Jersey;

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                                                                         Page 5.

            "the Seller's Auditors"     Price Waterhouse Coopers;

            "the Senior Loan"           the Agreement of Loan dated 21 December
                                        1999 between the Subsidiary (as the
                                        borrower), the Seller, RECL, the
                                        Company, the consortium of banks
                                        described in the Senior Loan, as
                                        lenders; the Arrangers and the
                                        Co-Arrangers and Rothschild as the agent
                                        for the Lenders;

            "the Share"                 1 ordinary share of US$0.01 each, fully
                                        paid up, in the issued share capital of
                                        the Company, representing 50% of the
                                        entire issued share capital of the
                                        Company;

            "the Shareholders'          the shareholders' agreement to be
            Agreement"                  concluded between the Company and the
                                        State in respect of their respective
                                        participation in the Subsidiary,
                                        substantially on the terms and
                                        conditions set out in Schedule 4;

            "the Shareholders' Loans    50% of the total amount owing by the

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                                                                         Page 6.

                                        Subsidiary to the Seller on any account
                                        whatsoever at the Effective Date, but
                                        excluding any and all amounts due in
                                        terms of the Current Account;

            "the Signature Date"        the date of last signature of this
                                        agreement;

            "the State"                 the Republic of Mali;

            "the Subsidiary"            Societe des Mines de Morila S A, a
                                        company registered in the Republic of
                                        Mali;

2.3         If any provision in a definition is a substantive provision
            conferring rights or imposing obligations on any Party,
            notwithstanding that it is only in the definition clause, effect
            shall be given to it as if it were a substantive provision of this
            agreement.

2.4         Unless inconsistent with the context, an expression which denotes:

2.4.1             any gender includes the other genders;

2.4.2             a natural person includes an artificial person and vice versa;

2.4.3             the singular includes the plural and vice versa;

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                                                                         Page 7.

2.4.4             words and expressions defined in the Act will have the same
                  meaning when used herein.

2.5         The schedules to this agreement form an integral part hereof and
            words and expressions defined in this agreement shall bear, unless
            the context otherwise indicates, the same meanings in such
            schedules.

3.    INTRODUCTION

3.1         The Seller:

3.1.1             is a subsidiary of RECL;

3.1.2             is the beneficial owner of the Share and the Shareholders'
                  Loans and is entitled to dispose of same;

3.1.3             wishes to sell the Share and the Shareholders' Loans upon the
                  terms and conditions contained in this agreement; and

3.1.4             has accepted the Indicative Offer.

3.2         The Purchaser wishes to purchase the Share and the Shareholders'
            Loans upon the terms and conditions contained in this agreement.

4.    CONDITIONS PRECEDENT

4.1         This entire agreement (save clauses 4.1, 16, 17, 18, 19, 20 and 21
            which shall be of immediate force and effect) is subject to the
            fulfilment of the

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                                                                         Page 8.

            following conditions precedent ("the Conditions") by not later than
            the 4th Business Day before the Effective Date, save in respect of
            the Condition in clause 4.1.5 which is required to be fulfilled on
            the Effective Date immediately prior to the implementation of this
            agreement:

4.1.1             The giving of written approval by the South African Reserve
                  Bank;

4.1.2             the written approval of any other governmental or regulatory
                  organisation or body (whether South African or otherwise), the
                  approval of which shall be necessary in respect of the
                  entering into and/or implementation of any of the Agreements;

4.1.3             the approval in general meeting of the shareholders
                  respectively of the Seller and RECL in respect of the
                  conclusion of this agreement;

4.1.4             the certification by the Seller that there has been no
                  materially adverse change affecting the Project, the
                  Subsidiary and/or the Company prior to the Effective Date, it
                  being recorded that such certification shall be in writing and
                  shall be delivered to the Purchaser on the Effective Date in
                  accordance with clause 9;

4.1.5             the conclusion respectively of the JV Agreement and the
                  Shareholders' Agreement;

4.1.6             the approval in writing by the State of the terms and
                  conditions of the Senior Loan, it being recorded that such
                  approval shall be

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                                                                         Page 9.

                  deemed not to have been given unless and until the State
                  agrees to amend the Establishment Convention dated 22 April
                  1982 in respect of the Project, in order specifically to allow
                  implementation of the terms and conditions of the Senior Loan;

4.1.7             the agreement in writing of Rothschild not to rely on the
                  change of control provisions in terms of the Senior Loan in
                  respect of the transaction recorded in this agreement; and

4.1.8             the failure of Barnex to exercise and the giving of an
                  irrevocable written undertaking by Barnex not to exercise its
                  entitlement to be allotted and issued any portion of the
                  issued share capital of the Subsidiary in settlement of or
                  arising from the Barnex Loan, or written confirmation by
                  Barnex that the entire Barnex Loan shall have been repaid.

4.2         The Parties shall use their respective best endeavours to procure
            the fulfilment of the Conditions as soon as reasonably possible
            after the Signature Date. If all of the Conditions are not fulfilled
            by the date specified in 4.1, this agreement (save for clauses 16,
            17, 18, 19, 20 and 21 which shall remain of full force and effect)
            shall be of no force or effect and no Party shall have any claim
            against the other Party for anything done hereunder or arising
            hereout.

4.3         The Condition in clause 4.1.4 is stipulated for the benefit of the
            Purchaser and may be waived in its discretion by written notice to
            the Seller to this

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                                                                        Page 10.

            effect to be received by no later than the date referred to in
            clause 4.1, whereupon such Condition shall be deemed to have been
            fulfilled.

5.    PURCHASE AND SALE

      The Seller hereby sells to the Purchaser which hereby purchases the Share
      and the Shareholders' Loans, with effect from the Effective Date.

6.    PURCHASE PRICE

6.1         Subject to clause 6.2, the purchase price payable by the Purchaser
            to the Seller for the Share and the Shareholders' Loans shall be
            US$132 million.

6.2         It is recorded that the Seller warrants, in terms of Schedule 1,
            that, save in respect of the Senior Loan, there will be no material
            difference between the Net Current Assets and the Long Term Debt as
            set out in the audited financial statements of the Subsidiary dated
            31 December 1999, and the Net Current Assets and the Long Term Debt
            set out in the Financial Statements. To the extent that there is any
            such difference which adversely affects the value of the Company,
            the Subsidiary and/or the Project, the purchase price payable by the
            Purchaser to the Seller shall be adjusted proportionately.

6.3         The purchase price shall be allocated as to an amount equal to the
            face value of the Shareholders' Loans to the Shareholders' Loans,
            and the balance to the Share.

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                                                                        Page 11.

7.    PAYMENT OF THE PRICE

7.1         Subject to clause 7.2 and 7.3, the Purchaser shall pay the Seller
            the purchase price set out in clause 6 in cash in US Dollars on the
            Effective Date at such place as the Seller shall instruct the
            Purchaser in writing, against delivery and cession of the Share and
            the Shareholders' Loans.

7.2         It is recorded that the Seller is indebted to Barnex in terms of the
            Barnex Loan, in an amount of approximately R350 million. The Seller
            hereby irrevocably instructs the Purchaser as its agent to pay
            Barnex on the Effective Date on the same basis as set out in Clause
            7.1, the total amount then due and owing to Barnex in terms of the
            Barnex Loan. The Seller acknowledges that such payment to Barnex
            shall constitute part-payment of the purchase price.

7.3         It is further recorded that the Seller is indebted to First Rand
            Bank Limited (Registration Number 05/01225/06) acting through its
            Rand Merchant Bank Division ("RMB") in an amount of not less than
            R55 million. The Seller hereby irrevocably instructs the Purchaser
            as its agent to pay RMB , to FNB Corporate Account number
            50619016740 on the Effective Date on the same basis as set out in
            clause 7.1, R55 million of the purchase price, and acknowledges that
            such payment to RMB shall constitute part payment of the purchase
            price.

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                                                                        Page 12.

8.    THE FINANCIAL STATEMENTS

8.1         The Seller shall procure that the Financial Statements are prepared
            and certified by the Seller's Auditors, and that a signed certified
            set of the Financial Statements shall be delivered to the Purchaser
            by not later than 90 days after the Effective Date, or such later
            date as the Parties may agree in writing.

8.2         The Financial Statements shall be prepared in the manner and on the
            basis specified in Schedule 1.

8.3         The Purchaser's Auditors shall be given reasonable access to all the
            Company's books and records for the purposes of and in connection
            with their assessment of the Financial Statements.

8.4         Should there be any dispute between the Seller's Auditors and the
            Purchaser's Auditors as to any amount to be included in the
            Financial Statements or the treatment of any such amount in the
            Financial Statements, such dispute will be dealt with on the basis
            set out in clause 20.

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                                                                        Page 13.

9.    CLOSING

      On the Effective Date and against payment of the purchase price in
      accordance with the provisions of clause 7, the Seller and the Purchaser
      shall meet at 12h00 at 11 Diagonal Street, Johannesburg, and there the
      Seller shall deliver to the Purchaser:

9.1         a certificate in respect of the Share together with a currently
            dated transfer form relating thereto, duly signed by the Seller and
            in blank as to the transferee, , it being recorded that the Share
            has been pledged and it shall continue to be subject to such pledge
            as security in respect of the due and punctual payment by Morila of
            its obligations in terms of the Senior Loan;

9.2         subject to clause 4.3, written certification, as envisaged in clause
            4.1.4 to the effect that there has been no materially adverse change
            affecting the Project, the Subsidiary and/or the Company prior to
            the Effective Date;

9.3         a written cession of the Shareholders' Loans in favour of the
            Purchaser;

9.4         the written resignations of such of the directors of the Company and
            the Subsidiary as is required in order to comply with the provisions
            of the JV Agreement and the Shareholders' Agreement;

9.5         the written resignation of the Secretary of the Company and of
            Subsidiary;

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                                                                        Page 14.

9.6         a written undertaking by the auditors respectively of the Company
            and of the Subsidiary to resign;

9.7         a certified copy of a resolution of the directors of the Company:

9.7.1             approving the transfer of the Share to the Purchaser;

9.7.2             appointing the nominees of the Purchaser as directors of the
                  Company;

9.7.3             approving the resignation of the Company Secretary;

9.8         a certified copy of a resolution of the Subsidiary;

9.8.1             noting the cession of the Shareholders' Loans; and

9.8.2             appointing the nominees of the Purchaser as directors of the
                  Subsidiary.

10.   THE WARRANTIES

10.1        The Seller gives to the Purchaser the warranties set out in Schedule
            1 hereto ("the Warranties") in respect of the Company, the
            Subsidiary and the Project, it being agreed that:

10.1.1            the Warranties shall also be deemed to be representations and
                  undertakings by the Seller in favour of the Purchaser;

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                                                                        Page 15.

10.1.2            each warranty shall prima facie be deemed to be a
                  representation of fact inducing the Purchaser to enter into
                  this agreement;

10.1.3            each warranty shall be presumed to be material unless the
                  contrary is proved;

10.1.4            insofar as any of the Warranties is promissory or relates to a
                  future event, it shall be deemed to have been given as at the
                  due date for fulfilment of the promise or for the happening of
                  the event, as the case may be; and

10.1.3            each warranty shall be a separate warranty and in no way
                  limited or restricted by reference to or inference from the
                  terms of any other warranty.

10.2        The Purchaser is entering into this agreement relying upon the
            Warranties.

10.3        In the event of any breach or non-fulfilment on or before the
            Effective Date of any of the representations, Warranties or
            undertakings given by the Seller, or in the event of any matter or
            thing arising or becoming known or being notified to the Purchaser
            which is inconsistent with any such representation, warranty or
            undertaking or with any other provision of this agreement and which
            would give rise to a claim under any provision of this agreement or
            in the event of the Seller becoming unable or failing to do anything
            required to be done by the Seller on or before the Effective Date,
            the Purchaser shall not be bound to complete the purchase

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                                                                        Page 16.

            of the Share and Shareholders' Loans and may by notice in writing
            terminate this agreement without liability on its part,. The right
            conferred upon the Purchaser by this paragraph is in addition to and
            without prejudice to any other rights of the Purchaser (including
            any rights to claim damages or compensation from the Seller by
            reason of such breach or non-fulfilment) and failure to exercise it
            shall not constitute a waiver of any of such rights.

11.   BENEFIT AND RISK

      The benefit in and risk relating to the Share and the Shareholders' Loans
      shall pass to the Purchaser on delivery and cession on the Effective Date.

12.   TRANSACTION INDIVIS1BLE

      All the transactions and arrangements contained or contemplated in terms
      of the Agreements constitute a single and indivisible transaction.

13.   DEBTS OWED TO THE COMPANY BY THE SELLER

      The Seller shall procure that, on or before the closing date, any and all
      amounts of whatsoever nature owing to the Company by the Seller or its
      holding company or any subsidiary of the Seller or its holding company
      shall have been paid in full.

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                                                                        Page 17.

14.   THE OPERATOR AGREEMENT

      The Parties hereby irrevocably undertake to procure that the Subsidiary
      and AngloGold Services (Mali) (Proprietary) Limited shall conclude the
      Operator Agreement immediately upon the later of the Effective Date or the
      signature by the State of the Shareholders' Agreement between it and the
      Company in respect of their relationship as shareholders of the
      Subsidiary.

15.   BREACH

      Should either Party ("the Defaulting Party") commit a breach of any of the
      provisions hereof, then the other Party ("the Aggrieved Party") shall, if
      it wishes to enforce its rights hereunder, be obliged to give the
      Defaulting Party 14 days written notice to remedy the breach. If the
      Defaulting Party fails to comply with such notice, the Aggrieved Party
      shall he entitled to cancel this agreement against the Defaulting Party or
      to claim immediate payment and/or performance by the Defaulting Party of
      all of the Defaulting Party's obligations whether or not the due date for
      payment and/or performance shall have arrived, in either event without
      prejudice to the Aggrieved Party's rights to claim damages. The aforegoing
      is without prejudice to such other rights as the Aggrieved Party may have
      at law; provided always that, notwithstanding anything to the contrary
      contained in this agreement, the Aggrieved Party shall not be entitled to
      cancel this agreement for any breach by the Defaulting Party unless such
      breach is a material breach going to the root of this agreement and is
      incapable of being remedied by a payment in money, or if it is capable of
      being remedied by a payment in money, the Defaulting Party fails to pay
      the amount concerned within 14 days after such amount has been finally
      determined.

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                                                                        Page 18.

16.   COSTS

      Each of the Parties shall bear its own costs of and incidental to the
      negotiation, preparation and execution of this agreement. Any stamp duty
      payable in connection with the transfer of the Share shall be paid by the
      Purchaser.

17.   DOMICILIUM

17.1        The Parties hereto choose domicilia citandi et executandi for all
            purposes of and in connection with this Agreement as follows--

17.1.1            Anglogold -                       11 Diagonal Street
                                                    JOHANNESBURG
                                                    2001

                  Fax No:                           0027 11 637 6103

17.1.2            Randgold Resources Limited -      La Motte Chambers
                                                    St Helier
                                                    Jersey
                                                    Channel Islands

                  Fax No:                           0027 11 837 0813

                  The Company:                      La Motte Chambers
                                                    St Helier
                                                    Jersey
                                                    Channel Islands

                  Fax No.:                          0027 11 837 0813

17.2        Either Party hereto shall be entitled to change its domicilium from
            time to time, provided that any new domicilium selected by it shall
            be an address other than a box number, and any such change shall
            only be effective upon receipt of notice in writing by the other
            Party of such change.

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                                                                        Page 19.

17.3        All notices, demands or communications intended for either Party
            shall be made or given at such Party's domicilium for the time
            being.

17.4        A notice sent by one Party to another Party shall be deemed to be
            received -

17.4.1            on the same day, if delivered by hand;

17.4.2            on the same day of transmission if sent electronically or by
                  telefax and if sent by telefax with receipt received
                  confirming completion of transmission;

17.4.3            on the 2Oth Business Day after posting, if sent by prepaid
                  registered mail.

17.5        Notwithstanding anything to the contrary herein contained a written
            notice or communication actually received by a Party shall be an
            adequate written notice or communication to it notwithstanding that
            it was not sent to or delivered at its chosen domicilium citandi et
            executandi.

18.   GOVERNING LAW

      The entire provisions of this agreement shall be governed by and construed
      in accordance with the laws of the Republic of South Africa. Furthermore
      the Parties hereto hereby irrevocably and unconditionally consent to the
      non-exclusive jurisdiction of the Witwatersrand Local Division of the High
      Court of South Africa in regard to all matters arising from this
      agreement.

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                                                                        Page 20.

19.   CONFIDENTIALITY

19.1        Each Party shall treat as strictly confidential all information
            received or obtained as a result of entering into or performing this
            agreement which relates to:

19.1.1            the provisions of this agreement;

19.1.2            the negotiations relating to this agreement;

19.1.3            the subject matter of this agreement; and/or

19.1.4            the other Parties.

19.2        Either of the Parties may disclose information which would otherwise
            be confidential if and to the extent:

19.2.1            required by law;

19.2.2            required by any securities exchange or regulatory or
                  governmental body to which such Party is subject, wherever
                  situated, whether or not the requirement for information has
                  the force of law;

19.2.3            required to vest the full benefit of this agreement in each of
                  the Parties;

19.2.4            disclosed to the professional advisors, auditors and bankers
                  of each of the Parties;

19.2.3            the information has come into the public domain through no
                  fault of any of the Parties; or

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                                                                        Page 21.

19.2.6            the other Parties have given prior written approval to the
                  disclosure, such approval not to be unreasonably withheld or
                  delayed.

20.   DISPUTE RESOLUTION

20.1        Any dispute between the Parties in regard to:

20.2        the interpretation of;

20.2.1            the effect of;

20.2.2            the Parties' respective rights and obligations under;

20.2.3            a breach of;

20.2.4            any matter arising out of;

            this agreement shall be referred to a Special Committee ("the
            Special Committee") consisting of three representatives respectively
            of the Seller and the Purchaser. The Special Committee shall meet as
            soon as possible after referral of the dispute to it, and shall use
            its bona fide best efforts to resolve the dispute.

20.3        In the event that the Special Committee shall have failed, for
            whatever reason, to resolve the dispute by not later than 10 (ten)
            Business Days after the dispute shall first have arisen, the dispute
            shall be referred to the Chief Executive Officers respectively of
            the Seller and the Purchaser. The Chief Executive Officers shall
            meet as soon as possible after referral of

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                                                                        Page 22.

            the dispute to them, and shall use their respective best efforts to
            resolve the dispute.

20.4        In the event that the Chief Executive Officers shall fail, for
            whatever reason, to resolve the dispute, the dispute shall be
            decided by arbitration in accordance with the Rules of Arbitration
            of the International Chamber of Commerce, by an Arbitrator appointed
            in accordance with such Rules. The arbitration shall be held in
            Johannesburg.

21.   GENERAL

21.1        This Agreement constitutes the sole record of the agreement between
            the Parties in regard to the subject matter thereof.

21.2        Neither Party shall be bound by any express or implied term,
            representation. warranty, promise or the like, not recorded herein.

21.3        No addition to, variation or consensual cancellation of this
            Agreement shall be of any force or effect unless in writing and
            signed by or on behalf of both the Parties.

21.4        No indulgence which either of the Parties ("the Grantor") may grant
            to the other ("the Grantee") shall constitute a waiver of any of the
            rights of the Grantor, who shall not thereby be precluded from
            exercising any rights against the Grantee which might have arisen in
            the past or which might arise in the future.

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                                                                        Page 23.

21.5        The Parties undertake at all times to do all such things, to perform
            all such acts and to take all such steps and to procure the doing of
            all such things, the performance of all such actions and the taking
            of all such steps as may be open to them and necessary for or
            incidental to the putting into effect or maintenance of the terms,
            conditions and import of this Agreement.

21.6        Neither Party shall be entitled to cede, assign or otherwise
            transfer all or any of its rights, interest or obligations under and
            in terms of this Agreement except with the prior written consent of
            the other Party.

Signed at JOHANNESBURG                  on     29 MAY                2000

                                        For and on behalf of
                                        ANGLOGOLD LIMITED

                                        /s/ K H WILLIAMS    /s/ R N DUFFY
                                        ----------------------------------------
                                        by

                                        K H WILLIAMS    R N DUFFY
                                        ----------------------------------------
                                        who warrants his authority hereto

Signed at JOHANNESBURG                  on     29 MAY                2000

                                        For and on behalf of
                                        RANDGOLD RESOURCES LIMITED
                                        by

                                        /s/ D.M. BRISTOW     /s/ D. ASHWORTH
                                        ----------------------------------------
                                        who warrants his authority hereto
                                        D.M. BRISTOW     D. ASHWORTH

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                                                                        Page 24.

Signed at JOHANNESBURG                  on     29 MAY                2000

                                        For and on behalf of
                                        RANDGOLD RESOURCES (MORILA)
                                        LIMITED
                                        by

                                        /s/ D.M. BRISTOW     /s/ D. ASHWORTH
                                        ----------------------------------------
                                        who warrants his authority hereto
                                        D.M. BRISTOW     D. ASHWORTH

<PAGE>

                                                                      SCHEDULE 1

                                 THE WARRANTIES

The Seller gives to the Purchaser the following Warranties on the basis set out
in Clause 10 of the agreement to which this Schedule 1 is attached {"the
Agreement").

1.    On the Effective Date:

1.1         The Company and the Subsidiary will be duly incorporated as
            companies with limited liability according to the laws respectively
            of Jersey and the Republic of Mali;

1.2         no steps will have been taken and the Seller is not aware of any
            steps pending or threatened against either of the Company or the
            Subsidiary in respect of the cancellation of the registration of the
            Memorandum or Articles of Association of either of them;

1.3         the authorised and issued share capital of the Company will be US$15
            000 divided into 1 500 000 shares of US$0,01 (one cent) each, of
            which 2 shares of US$0,01 (one cent) each have been issued and are
            fully paid;

1.4         the authorised and issued share capital of the Subsidiary will be
            CFA 10 000 000 divided into 200 A ordinary shares of CFA 10 000 each
            and 800 B ordinary shares of CFA 10 000 each, of which 200 A
            ordinary shares of CFA 10 000 each and 800 B ordinary shares of CFA
            10 000 each have been issued and are fully paid;

<PAGE>

                                                                         Page 2.

1.5         the Seller will be able and entitled validly and effectively to
            deliver and to transfer the Share and the Shareholders' Loans to the
            Purchaser, and the Share and the Shareholders' Loans will be
            acquired by the Purchaser free from any lien, charge or
            encumberance, save in respect of the pledge of the Share to
            Rothschild as continuing security for the obligations of the
            Subsidiary in terms of the Senior Loan (hereinafter referred to as
            "the Pledge");

2.    On the Signature Date and the Effective Date, and for the period between
      those two dates:

2.1         neither the Company nor the Subsidiary is under any obligation
            (whether contingently upon the exercise of any right or otherwise)
            and no resolution will have been passed requiring either of them to
            increase or reduce their respective authorised or issued share
            capital or to vary any of the rights attaching to their shares;

2.2         save in respect of the Pledge, no person has or will have any right
            (including any option or right of first refusal or pre-emption) to
            acquire any of the issued share capital of either the Company or the
            Subsidiary, whether present or future;

2.3         neither the Company nor the Subsidiary is obliged, nor has any
            resolution been passed, to alter any of the rights attaching to any
            of the Share in the capital of either of them, or to alter their
            respective Memoranda and/or Articles of Association or to create or
            issue debentures;

<PAGE>

                                                                         Page 3.

2.4         no person has or will have any right to obtain an order for the
            rectification of the register of members of either the Company or
            the Subsidiary, which are and on the Effective Date will be true and
            correct in all respects;

2.3         all the books and records of the Company and the Subsidiary have and
            will have been properly maintained according to law, are and will be
            correct and will be capable of being written up within a reasonable
            time so as to record all transactions of the Company and the
            Subsidiary respectively;

2.6         all of the issued share capital of the Company is and will be of one
            class and rank pari passu with each other;

2.7         the issued share capital of the Subsidiary consists of two classes
            of shares, ranking in all respects pari passu with each other;

2.8         the minute books of the Company and the Subsidiary respectively
            contain and will contain all resolutions passed by their respective
            directors and members;

2.9         save in respect of the ability of Rothschild to purchase the
            production of the Subsidiary, no person has or will have any right
            (including any option or right of first refusal or pre-emption) to
            purchase any of the assets of either the Company or Subsidiary,
            other than in the ordinary course of business.

<PAGE>

                                                                         Page 4.

2.10        save in respect of the Company's obligation as a guarantor of the
            obligations of the Subsidiary in terms of the Senior Loan, and save
            as further disclosed in writing to the Purchaser prior to the
            Effective Date, neither the Company nor the Subsidiary is or will be
            liable whether contingently or otherwise as a surety, co-principal
            debtor, guarantor or indemnitor for the liabilities of any third
            Party.

2.11        no employee or director or former employee or director of either the
            Company or Subsidiary is or will be entitled to receive any leave
            privilege, accumulated leave, payment in lieu of leave, any pension
            or the like other than in accordance with the ordinary policies and
            practice of the Company and/or the Subsidiary.

2.12        save in terms of the Establishment Convention entered into between
            the Government of the Republic of Mali and the Subsidiary; and save
            as further disclosed in writing to the Purchaser, neither the
            Company nor the Subsidiary is or will be under any obligation to pay
            any royalties or licence fees to any person;

2.13        the Company and the Subsidiary respectively have and will have
            complied with all laws and regulations in respect of all tax
            (whether direct or indirect) of whatever nature anywhere in the
            world and have submitted all proper tax returns. Neither the Company
            nor the Subsidiary is or will be liable for any taxation (whether
            direct or indirect) anywhere in the world in respect of any
            assessment including any estimated, revised or additional

<PAGE>

                                                                         Page 5.

            assessment arising from any transaction, matter, thing, act or
            omission which took place prior to the Effective Date and for which
            provision is not made in the Financial Statements;

2.14        subject to the provisions raised in the Financial Statements, all
            assessments for taxation which have been raised will have been paid
            in full or adequate provision for payment thereof has been made;

2.15        neither the Company nor the Subsidiary is or will be in breach of
            any of the provisions of any law relating to the conduct of its
            business and activities;

2.16        neither the Company nor the Subsidiary is or will be in breach of
            any obligations undertaken by it under any contracts to which it is
            a Party and the Company or Subsidiary, as the case may be, is and
            will be entitled to all benefits and rights under and in terms of
            such contracts, all of which are legally binding and enforceable and
            the Seller is not aware of any reason which might preclude the
            Company or Subsidiary from fulfilling any obligations still to be
            fulfilled in terms of such contracts;

2.17        save on the basis set out in the Senior Loan, neither the Company
            nor the Subsidiary is or will be bound by any agreements in
            restraint of trade in terms of which it is restricted from carrying
            on any activity in any part of the world;

<PAGE>

                                                                         Page 6.

2.18        the Company and the Subsidiary are and will be insured on the basis
            set out and contained in the Insurance Report, which has been
            initialled by the Parties for the purposes of identification;.

2.19        the geological and other information concerning the ore body to be
            exploited in terms of the Project, as set out in the geological and
            other technical documents and records furnished to the Purchaser
            during the process of the Due Diligence, are in all material
            respects both accurate and complete;

2.20        all information, including (without limitation) financial, legal and
            technical information concerning the Seller, the Company the
            Subsidiary and/or the Project, given to the Purchaser during the
            course of the Due Diligence is in all material respects both
            complete and accurate;

2.21        the Company and the Subsidiary have complied with all applicable
            environmental laws and/or regulations and the acquisition by the
            Purchaser of the Share and the Shareholders' Loans does not
            constitute a breach of any environmental law and/or regulation;

2.22        save as disclosed in writing to the Purchaser, neither the Company
            nor the Subsidiary is a Party to any agreement, arrangement or
            understanding which is subject to pre-emptive rights or change of
            control provisions, which would materially affect the value of the
            Company, the Subsidiary

<PAGE>

                                                                         Page 7.

            and/or the Project, on the acquisition by the Purchaser of the Share
            and/or the Shareholders' Loans;

2.23        the conclusion of the Agreements will not materially affect the
            value of the Company, the Subsidiary and/or the Project;

2.24        save in respect of the Senior Loan, there will be no material
            difference between the Net Current Assets and the Long Term Debt as
            set out in the audited financial statements of the Company and the
            Subsidiary as at 31 December 1999, and the Net Current Assets and
            the Long Term Debt set out in the Financial Statements as at the
            Effective Date; and

2.25        the Subsidiary is and has at all relevant times been in possession
            of all necessary licences, permits, authorities and permissions
            legally required to undertake the Project;

3.    The Financial Statements:

3.1         Inasfar as they relate to the Company, will be prepared in
            accordance with International Accounting Standards and principles
            and on the same basis as the audited financial statements for the
            financial year ended 31 December 1999;

3.2         inasfar as they relate to the Subsidiary, will be prepared in
            accordance with Cyscoa, and shall include the results of an audit of
            the pre-incorporation expenses ("the Expenses") incurred by or on
            behalf of the Subsidiary, which audit shall have been carried out by
            a registered Malian

<PAGE>

                                                                         Page 8.

            auditor. The Financial Statements, insofar as they relate to the
            Subsidiary, shall contain a statement by such Malian registered
            auditor that the expenses shall have been accepted by the State;

3.3         will give a true and fair view of the financial position and profits
            of the Company and the Subsidiary at the Effective Date and will
            fairly present the state of affairs and business of the Company and
            the Subsidiary;

3.4         will contain no material qualification;

3.5         will value all fixed assets on the basis of past practice;

3.6         will depreciate fixed assets on the same basis as in the past; and

3.7         will make full provision for all unpaid salaries and wages, bonuses,
            leave pay and the like, whether current or accrued.

4.    No bonus or capitalisation shares or bonus debentures have been issued by
      the Company or the Subsidiary at any time, nor has the Company or the
      Subsidiary at any time distributed any of its assets (other than by way of
      dividend) among any of its shareholders or incurred the obligation to do
      so.

5.    There have been no reductions in the issued share capital of the Company
      or the Subsidiary at any time.

6.    There are no notices, suits, proceedings or investigations pending against
      the Company or the Subsidiary by any tax authority relating to any claim
      for any

<PAGE>

                                                                         Page 9.

      additional tax or assessment, or any matters under discussion with any tax
      authority relating to any claim for any tax or assessment nor is there any
      pending tax objection or appeal.

7.    Save as provided for in the Financial Statements, there is no liability of
      the Company or the Subsidiary, whether actual or contingent, in regard to
      undistributed profits tax.

8.    Neither the Company nor the Subsidiary has any contract with any director
      or employee:

8.1         which requires more than one month's notice of termination by either
            Party;

8.2         in terms of which any director or employee is entitled to
            participate in or to a commission on its profits and dividends; or

8.3         for the payment of any pensions or annuities save through the
            pension or provident funds of which the employees of the Company
            and/or the Subsidiary are members.

9.    Neither the Company nor the Subsidiary is under any obligation to pay any
      directors, officers or employees, whether past or present, any amounts as
      compensation for loss of office, or any pension, gratuity or annuity.

10.   There are no litigation, arbitration, criminal or expropriation
      proceedings pending or threatened against the Company or the Subsidiary or
      their respective

<PAGE>

                                                                        Page 10.

      assets or business or to which they might become a Party, nor does the
      Seller know or have any reasonable grounds to know of any basis for any
      such litigation, arbitration or criminal proceedings.

11.   There is no application pending or threatened for the winding-up or
      judicial management (provisional or final) of the Company or the
      Subsidiary.

12.   There are no facts relating to the Company, the Subsidiary and/or the
      Project which are material or would be reasonably likely to be material to
      a person intending to acquire the Share and/or the Shareholders' Loans,
      which have not been disclosed by the Seller to the Purchaser in writing
      prior to the Signature Date.

13.   Since 31 December 1999 and until the Effective Date no dividend has been
      or will he declared or paid by the either the Company or the Subsidiary.

14.   The Company and the Subsidiary have maintained a register of their
      respective assets in accordance with generally accepted accounting
      practice.

15.   The Seller has disclosed in writing to the Purchaser all queries addressed
      to the Company and/or the Subsidiary or any of their representatives by
      any tax official, and the replies thereto, as well as full details of any
      tax objections lodged by the Company and/or the Subsidiary and which have
      not been fully disposed of.