exv10w2






Exhibit 10.2




THIS AGREEMENT is made as of July 27, 2009.




B E T W E E N:





Randgold Resources Limited, a corporation existing under the laws of
Jersey




(hereinafter referred to as “Randgold”)




- and -




AngloGold Ashanti Limited, a corporation existing under the laws of
South Africa (hereinafter referred to as “AngloGold”)



RECITALS:





	A.	 	Randgold and AngloGold entered into an agreement dated as of July 16, 2009 (the “Back-to-Back
Agreement”) pursuant to which the parties, among other things, contemplate potential
transactions (the “Transactions”) involving Moto Goldmines Limited (“Moto”);
	 
	B.	 	AngloGold received confirmation on 23 July 2009 from the Exchange Control Department of the
South African Reserve Bank, that its application for the proposed Transaction (including the
Back-to-Back Agreement and the JV Agreement) has been approved by the Minister of Finance;
	 
	 	 	C. Randgold has been negotiating with Moto to enter into the Transactions; and
	 
	D.	 	the board of directors of Moto has determined that the Transactions constitute a “Superior
Proposal” as such term is defined in the arrangement agreement dated June 1, 2009 as amended
June 26, 2009 among Moto, Red Back Mining Inc. and 0853143 B.C. Ltd., and has requested that
Randgold sign a letter agreement (the “Letter Agreement”) in the form attached as Schedule A
hereto, whereby Randgold irrevocably agrees that, except as otherwise provided in the Letter
Agreement, the Proposed Randgold Agreement (as defined in the Letter Agreement and attached
thereto as Exhibit A) constitutes an irrevocable offer by Randgold to Moto to enter into,
execute and deliver an agreement in the form of the Proposed Randgold Agreement, with bulleted
items having been completed with up-to-date information as required and agreed between the
parties, acting reasonably.




NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:



1. This Agreement is for the purpose of amending the Back-to-Back Agreement.



2. Part (Y) of Section 1.1 (ii) of the Back-to-Back shall be deleted and replaced with the
following:




 









 








- 2 -





“(Y) exchange their Options for new options (“Randgold Options”) to acquire ordinary shares
of Randgold, whereby the vesting and expiration period of the Randgold Options issued shall
be the same as the Options that they replace and the aggregate number of the Randgold
Options issued shall be obtained by multiplying the Exchange Ratio by the aggregate number
of Options outstanding at the Completion Time (as defined below), and the strike price of
each Randgold Option shall be obtained by dividing the exercise price of each such existing
Option by the Exchange Ratio;”.


3. Section 1.4.10 of the Back-to-Back Agreement shall be renumbered as Section 1.4.11, and the
first sentence of Section 1.4.11 shall be deleted and replaced with the following:





“In the event of a dispute in respect of the AngloGold Purchase Price, the Initial Payment
Amount, the Completion Payment Amount, the aggregate Intrinsic Value or the Costs and
Expenses provided for in Section 2.9 hereof, Randgold and AngloGold shall negotiate in good
faith to resolve such dispute.”


4. The new Section 1.4.10 of the Back-to-Back Agreement shall read as follows:





“Payment of Intrinsic Value of Randgold Options. Once each calendar quarter,
Randgold shall deliver to AngloGold a notice (together with such supporting documentation as
AngloGold may reasonably require) reflecting the number of Randgold Options that were
exercised in the previous calendar quarter and the strike prices for each such options,
together with the closing price of the Randgold ADSs on NASDAQ on the relevant option
exercise dates. AngloGold will pay in immediately available funds, to an account specified
by Randgold, 50% of the aggregate Intrinsic Value (as defined below) of the Randgold Options
described in such notice in US currency pursuant to and in accordance with the provisions of
Section 1.4.3 within two (2) business days of receipt by AngloGold of the notice referred to
herein; provided that AngloGold need not pay 50% of the Intrinsic Value of Randgold Options
to Randgold if 100% of the Intrinsic Value in respect of such Randgold Options has been paid
to Randgold by the entity that employed the person who exercised such option. For purposes
hereof, “Intrinsic Value” shall be calculated as any positive difference between the closing
price of the Randgold ADSs on NASDAQ on the date of exercise of a Randgold Option and the
strike price of the applicable Randgold Option.


5. The Back-to-Back Agreement shall be amended such that references therein to a “Definitive
Agreement” shall be deemed to include a reference to the Letter Agreement, with the effect that,
for the avoidance of doubt:





	 	(a)	 	the parties agree that each of the conditions precedent set out in Section 2.6
of the Back-to-Back Agreement have as at the date of this Agreement been satisfied or
irrevocably waived by the parties, subject to Randgold’s continuing obligation to
comply with the provisions of Section 2.10.3 of the Back-to-Back Agreement, and the
survival of the condition in Section 2.6(j), in respect of (i) any changes to the
Letter Agreement or the Proposed Randgold Agreement (it being acknowledged and agreed
that Randgold shall be entitled to execute and deliver the Letter Agreement, and the
Proposed Rangold Agreement attached thereto as Exhibit 1




 









 











- 3 -





	 	 	 	(with such changes as are contemplated by the Letter Agreement), in the form
attached hereto as Schedule A), or (ii) any other agreement contemplated by the
provisions of Section 6 below; and






	 	(b)	 	following the execution of the Letter Agreement by Randgold, and in accordance
with Section 5.1 of the Back-to-Back Agreement (as amended by this Agreement):






	 	(i)	 	subject to the provisons of Section 6 below, the Back-to-Back
Agreement shall not be capable of rescission or termination unless the Letter
Agreement is terminated; and
	 
	 	(ii)	 	the Letter Agreement shall be terminated by Randgold if a
termination right of Randgold has arisen under and in accordance with the terms
of the Letter Agreement, and either party hereunder provides notice to the
other that the Letter Agreement is to be terminated by Randgold, subject to any
cure, notice or similar periods or requirements provided for in the Letter
Agreement (it being acknowledged and agreed that Randgold shall comply with its
obligations set forth in Section 2.10.5 of the Back-to-Back Agreement for
purposes of permitting AngloGold to enforce its rights under this Section
5(b)(ii)).




6. For the avoidance of doubt, the provisons of Section 5 shall not prevent one or more other
agreements entered into between Moto and Randgold, including the Proposed Randgold Agreement, from
constituting a “Definitive Agreement” for the purposes of the Back-to-Back Agreement, and the
rights and obligations of the parties under the Back-to-Back Agreement in respect of each such
further “Definitive Agreement” shall not, except as contemplated by Section 5(a) hereof, be
altered hereby.



7. Section 5.3 of the Back-to-Back shall be deleted and replaced with the following:





“Entire Agreement. This Agreement, as amended from time to time in accordance with the
terms hereof, constitutes the entire agreement between the parties pertaining to the subject
matter hereof and replaces all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties pertaining thereto. There are no
conditions, representations, warranties or other agreements between the parties in
connection with the subject matter of this Agreement, whether oral or written, express or
implied, statutory or otherwise, except as specifically set out in this Agreement, as
amended from time to time in accordance with the terms hereof.”


8. Except as modified hereby, the provisions of Section 5 of the Back-to-Back Agreement shall apply
mutatis mutandis to this Agreement.



9. No other provision of the Back-to-Back Agreement shall be amended hereby, and the provisions of
the Back-to-Back Agreement remain in full force and affect as amended hereby.




          IN WITNESS whereof the parties to this Agreement have executed this Agreement by their duly
authorized officers in that behalf, as of the date first written above.




 









 








- 4 -




	 	 	 	 	 	 	 
	 	 	RANDGOLD RESOURCES LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/S/  D.M. Bristow	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	D.M. Bristow	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Chief Executive	 	 
	 

	 	 	 	 	 	 
	 
	 	 	ANGLOGOLD ASHANTI LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  S. Venkatahishnan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	S. Venkatahishnan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Executive Director — Chief Financial Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Paul J.G. Dennison	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Paul J.G. Dennison	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President — Mergers & Acquisitions	 	 
	 

	 	 	 	 	 	 





 









 





- 5 -





Schedule A — Letter Agreement





 











 










July 27, 2009




Randgold Resources Limited

La Motte Chambers

La Motte Street

St. Helier, Jersey JE1 1BJ

Channel Islands




	 	 	 
	Attention:

	 	Dr. Mark Bristow
	 

	 	Chief Executive Officer






Dear Sirs:



Randgold Resources Limited and Moto Goldmines Limited




We refer to:





	1.	 	the arrangement agreement dated June 1, 2009 as amended June 26, 2009 among Moto Goldmines
Limited (“Moto”), Red Back Mining Inc. (“Red Back”) and 0853143 B.C. Ltd. (the “Red Back
Agreement”);
	 
	2.	 	the proposed arrangement agreement between Moto, Randgold Resources Limited (“Randgold”) and
a subsidiary of Randgold yet to be incorporated in British Columbia (“Subco”), in the form
attached hereto as Exhibit A (the “Proposed Randgold Agreement”); and
	 
	3.	 	the form of voting agreement which is proposed to be entered into between Randgold and the
directors and officers of Moto in the form attached hereto as Exhibit B (the “Voting
Agreement”).




At a meeting held this morning, the board of directors of Moto (the “Board”) determined that the
Proposed Randgold Agreement constitutes a “Superior Proposal” as such term is defined in the Red
Back Agreement. Upon receipt by Moto of a copy of this letter signed by Randgold, pursuant to
section 7.3.1 of the Red Back Agreement, the Board will provide Red Back with written notice that
the Board has determined, subject only to compliance with section 7.3 of the Red Back Agreement, to
approve and enter into a definitive agreement with Randgold in the form of the Proposed Randgold
Agreement. Moto will then issue a news release advising of the Board’s determination and of the
postponement of the meeting of Moto shareholders presently scheduled for 10 a.m. (Pacific Time) on
July 30, 2009 to 4 p.m. (Pacific Time) on August 5, 2009. It is our expectation that the news
release would be issued prior to opening of the Toronto Stock Exchange today.














 






2


Under the terms of the Red Back Agreement, the “Response Period” (as such term is defined in the
Red Back Agreement) will commence upon the notice referred to above being given to Red Back and
will expire at 11:59 pm (Vancouver time) on Tuesday, August 4, 2009.



By signing and returning a copy of this letter to Moto, Randgold irrevocably agrees that, except as
otherwise provided in this letter, and provided that prior to the execution of the Proposed
Randgold Agreement, the July 2009 Protocol (as defined in the Proposed Randgold Agreement)
has been executed by the Government of the Democratic Republic of Congo and Moto and has become
effective, the Proposed Randgold Agreement constitutes an irrevocable offer (the “Offer”) by
Randgold to Moto to enter into, execute and deliver an agreement in the form of the Proposed
Randgold Agreement, with bulleted items having been completed with up-to-date information as
required and agreed between the parties, acting reasonably, (the “Definitive Agreement”), which
Offer is open for acceptance by Moto only until the earlier of:





	 	(i)	 	one hour after the Determination Time (as such term is defined below), provided
that if one hour after the Determination Time is not a time during regular business
hours in Vancouver, British Columbia, such time shall be 10 a.m. on the next business
day in Vancouver, British Columbia; and
	 
	 	(ii)	 	11:59 pm, Vancouver time, on Wednesday, August 5, 2009,
unless otherwise agreed to by Randgold in writing.




Notwithstanding anything to the contrary in this letter, Randgold will have the right to revoke,
rescind or otherwise immediately terminate the Offer upon notice to Moto if at any time following
the execution and delivery of this letter and prior to entering into the Definitive Agreement (i)
there shall have occurred any event, occurrence, development or circumstance that, individually or
in the aggregate has had or would reasonably be expected to have a Material Adverse Effect (as such
term is defined in the Proposed Randgold Agreement) on Moto, or (ii) there shall be enacted or made
any applicable Law (as such term is defined in the Proposed Randgold Agreement) that makes
entering into the Proposed Randgold Agreement or consummation of the transactions thereunder
illegal or otherwise prohibited or enjoins Moto or Randgold from entering into the Proposed
Randgold Agreement or consummation of the transactions thereunder and such applicable Law (if
applicable) or enjoinment shall have become final and non-appealable.



Moto irrevocably agrees that, within one hour after the Determination Time, Moto shall accept the
Offer by giving written notice to Randgold by email (the “Acceptance Notice”), together with a copy
of the Definitive Agreement with bulleted items for Moto information completed as of the close of
business of the last business day immediately preceding the date of the Acceptance Notice.



Moto agrees that in the event that Red Back notifies Moto that it has determined not to offer to
amend the Red Back Agreement, Moto will immediately notify Randgold of same.



Randgold further irrevocably agrees that, upon receipt of the Acceptance Notice by the expiry of
the Offer as set out above, Randgold will forthwith:












 




3



	 	(a)	 	complete all bulleted items in the Definitive Agreement that require Randgold
information with information as of the close of business of the last business day
immediately preceding the date of the Acceptance Notice;
	 
	 	(b)	 	execute, and deliver the Definitive Agreement and cause Subco to execute and
deliver the Definitive Agreement; and
	 
	 	(c)	 	execute and deliver a voting agreement substantially in the form of the Voting
Agreement with each of the directors and officers of Moto.




Moto hereby undertakes to Randgold that, forthwith upon receipt of the Definitive Agreement and
Voting Agreements signed by Randgold and Subco, it will execute and deliver the Definitive
Agreement and its directors and officers will execute and deliver the Voting Agreements.



For the purposes of this letter agreement, the “Determination Time” means the earliest of:





	 	(a)	 	the termination of the Red Back Agreement in accordance with its terms;
	 
	 	(b)	 	the expiry of the Response Time, if prior to the expiry of the Response Time
Red Back either (i) fails to offer to amend the Red Back Agreement; or (ii) notifies
Moto that it has determined not to offer to amend the Red Back Agreement; and
	 
	 	(c)	 	if Red Back offers, in accordance with the Red Back Agreement and prior to the
expiry of the Response Time, to amend the Red Back Agreement, the determination by the
Moto Board that, upon consideration of such proposed amendment, the Proposed Randgold
Agreement continues to be a Superior Proposal when assessed against such proposed
amendment.




Please execute and return a copy of this letter to the undersigned to confirm Randgold’s agreement
to the above terms and consent to the delivery of a copy of the Proposed Randgold Agreement and the
form of Voting Agreement to Red Back and its counsel and financial advisors, as required by the Red
Back Agreement.




Yours truly,




MOTO GOLDMINES LIMITED

 




	 	 	 
	 


	 	 
	Andrew R. Dinning
	 	 
	President and Chief Operating Officer
	 	 






Agreed to and accepted                                         , 2009




	 	 	 	 	 
	 

	 	RANDGOLD RESOURCES LIMITED	 	 
	 

	 	
 

Dr. Mark Bristow
	 	 
	 

	 	President and Chief Executive Officer