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                                                              EXECUTION COPY

                            Dated 25 September, 2001

                           RANDGOLD RESOURCES LIMITED

                                 as the Chargor

                                      and

                         N M ROTHSCHILD & SONS LIMITED
                            as the Security Trustee

                         _____________________________

                                DEED OF RELEASE
                         _____________________________

                                     MAYER
                                     BROWN
                                    & PLATT

                               Bucklersbury House
                            3 Queen Victoria Street
                                London, EC4N 8EL
                            Telephone: 020 7246 6200
                               Fax: 020 7329 4465
                              Reference: 99514374

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THIS DEED OF RELEASE is dated 25 September, 2001 between:

(1)      RANDGOLD RESOURCES LIMITED, a company organised and existing under the
         laws of Jersey (the "CHARGOR"); and

(2)      N M ROTHSCHILD & SONS LIMITED, a bank organised and existing under the
         laws of England (the "SECURITY TRUSTEE").

WHEREAS:

(A)      By a Debenture, dated 24 February 2000, between the Chargor and the
         Security Trustee (the "DEBENTURE"), the Chargor charged all of the
         Charged Shares (as such term is defined in the Debenture) owned by it
         and certain other assets to the Security Trustee to secure the payment
         and discharge of all monies, obligations and liabilities thereby
         covenanted to be paid (the "LIABILITIES");

(B)      In consideration of Mining Investment Jersey Limited, a wholly owned
         subsidiary of the Chargor and a company organised and existing under
         the laws of Jersey ("MIJL"), agreeing to enter into a new deed of
         charge in respect of the Charged Shares, the Security Trustee has
         agreed to release the Charged Shares owned by the Chargor from the
         security constituted by the Debenture.

IT IS AGREED as follows:

1.       RELEASE

         In consideration of MIJL agreeing to enter into a new deed of charge in
         respect of the Charged Shares, the Security Trustee hereby
         unconditionally and irrevocably releases and forever discharges (but
         without representation, warranty or recourse by or to the Security
         Trustee whatsoever) the Charged Shares from the charges created by the
         Chargor pursuant to the Debenture.

2.       FULL FORCE AND EFFECT

         Save as provided in the preceding provisions of Clause 1, all
         provisions of the Debenture shall remain in full force and effect and
         binding on the parties thereto insofar as the same are in force and
         effect and binding on the parties thereto immediately prior to the date
         of this Deed of Release (this "DEED").

3.       INDEMNITY

         In consideration of the execution and delivery of this Deed by the
         Security Trustee, the Chargor hereby indemnifies and holds the Security
         Trustee free and harmless from and against any and all costs and
         expenses (including reasonable fees and expenses of legal advisers on a
         full indemnity basis), incurred by the Security Trustee as a result of,
         or arising out of, or relating to the entering into and performance of
         this Deed by or on behalf of the Security Trustee.

4.       FURTHER ASSURANCE

         Each of the parties hereto hereby undertakes with the others that it
         will do all such acts and things and execute all such deeds and
         documents as may be reasonably

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         necessary to carry into effect or to give legal effect to the
         provisions of this Deed and the discharges and other matters hereby
         contemplated.

5.       COUNTERPARTS

         This Deed may be executed in any number of counterparts and by the
         different parties hereto on separate counterparts, each of which when
         so executed and delivered shall be an original, but all the
         counterparts shall together constitute one and the same instrument.

6.       LAW AND JURISDICTION

         This Deed shall be governed and construed in all respects in accordance
         with the laws of England and Wales and the parties hereto hereby
         irrevocably submit to the non-exclusive jurisdiction of the courts of
         England in respect of this Deed.

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EXECUTED as a DEED by N M             )
ROTHSCHILD & SONS LIMITED, as         )        _________________________________
Security Trustee by:                  )        By
                                               /s/ C. Coleman
                                               _________________________________
                                               Name Printed   C. COLEMAN
                                               _________________________________
                                               Title   Director

                                               _________________________________
                                               By
                                               /s/ Alan P. Graham
                                               _________________________________
                                               Name Printed   Alan P. Graham
                                               _________________________________
                                               Title   Secretary

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IN WITNESS WHEREOF the parties hereto have executed this document as a deed the
day and year first before written

EXECUTED as a DEED by                 )        /s/ Dennis Mark Bristow
RANDGOLD RESOURCES LIMITED            )        _________________________________
as Chargor by:                        )        By

                                               DENNIS MARK BRISTOW
                                               _________________________________
                                               Name Printed

                                               DIRECTOR
                                               _________________________________
                                               Title

                                               /s/ David Ashworth
                                               _________________________________
                                               By

                                               DAVID ASHWORTH
                                               _________________________________
                                               Name Printed

                                               DIRECTOR
                                               _________________________________
                                               Title