`SALE OF MINING RIGHTS AGREEMENT



                                       BY



            MASUPATSELA ANGOLA MINING VENTURES (PROPRIETARY) LIMITED



                                       AND



                     RANDGOLD & EXPLORATION COMPANY LIMITED





TABLE OF CONTENTS


1    INTERPRETATION

2.   PREAMBLE

3.   CONSIDERATION FOR SALE OF MINING RIGHTS

4.   TERMS & CONDITIONS OF SALE OF MINING RIGHTS

5.   DISPUTE RESOLUTION

6.   DOMICILIA AND NOTICES

7.   GENERAL

8.   COSTS





1.       INTERPRETATION

         In this agreement, unless the context clearly indicates a contrary
         intention, the words and phrases listed below and their cognates, shall
         bear the following meanings:

         1.1      "business day" means any day of the week other than a
                  Saturday, Sunday or public holiday;

         1.2      "effective date" means the date on which Randgold issues
                  Masupatsela with the share certificate relating to the
                  Randgold shares;

         1.3      "Masupatsela" means Masupatsela Angola Mining Ventures (Pty)
                  Limited, registration number 2004/015748/07, a private company
                  registered in accordance with the company laws of the Republic
                  of South Africa;

         1.4      "Randgold" means Randgold & Exploration Company Limited,
                  registration number 1992/005642/06, a public company
                  incorporated in accordance with the laws of the Republic of
                  South Africa having its registered office at 3rd Floor, 28
                  Harrison Street, Johannesburg, the shares of which are quoted
                  on the Johannesburg Stock Exchange;

         1.5      "Randgold shares" means the shares to be issued by Randgold to
                  Masupatsela in terms of clause 3 below;

         1.6      an expression, which denotes any gender, includes the other
                  genders, a natural person includes an artificial person and
                  vice versa and the singular includes the plural and vice
                  versa.

2.       PREAMBLE

         2.1      Masupatsela owns a 20% (twenty percent) interest in the DANDO
                  KWANZA alluvial diamond prospecting concession situated in the
                  BIE Province of Central Angola and Masupatsela has agreed to
                  sell to Randgold or nominee, the interest in DANDO KWANZA in
                  return for the payment by Randgold of the consideration
                  referred to in clause 3.

         The parties wish to record the terms and conditions of their agreement
         as they hereby do.

3.       CONSIDERATION FOR SALE OF MINING RIGHTS

         Randgold shall issue to Masupatsela 1,492,000 (one million four hundred
         and ninety two thousand) ordinary Randgold shares, in respect of
         payment of the consideration, which shares shall be delivered to
         Masupatsela within 10 (ten) business days of the date of signature of
         this agreement.




4.       TERMS AND CONDITIONS OF SALE OF MINING RIGHTS

         4.1      Masupatsela warrants that it owns the rights to the Dando
                  Kwanza project and that no other party has a claim against
                  these rights

         4.2      Randgold will not be entitled to cancel this sale as a result
                  of a breach of any of the above warranties unless the breach
                  is material and is incapable of being remedied by payment of
                  compensation or if the breach is capable of being remedied by
                  payment of compensation, Masupatsela fails to pay such
                  compensation within 14 (fourteen) business days of the amount
                  thereof being determined.

         4.3      On the effective date, Masupatsela shall deliver to Randgold,
                  against delivery by Randgold of the share certificate/s
                  relating to the Randgold shares:

                  4.3.1    the cession of Masupatsela's interest in the Dando
                           Kwanza project

5.       DISPUTE RESOLUTION

         Any dispute arising from or in connection with this agreement shall be
         finally resolved in accordance with the Rules of the Arbitration
         Foundation of Southern Africa by an arbitrator or arbitrators appointed
         by the Foundation. Unless otherwise agreed, the arbitration hearing
         shall take place in Johannesburg.

6.       DOMICILIA AND NOTICES

         6.1      The parties all choose domicilium citandi et executandi
                  ("domicilium") for the purposes of giving any notice, the
                  payment of any sum, the serving of any process and for any
                  other purpose arising from this agreement as follows:

                  6.1.1    Masupatsela at 2 Commerce Square, 39 Rivonia Road,
                           Sandhurst, Sandton. Fax (011) 268-9701

                  6.1.2    Randgold at 3rd Floor, 28 Harrison Street,
                           Johannesburg.  Fax (011) 492-1070

         6.2      Each of the parties shall be entitled from time to time, by
                  written notice to the others, to vary its domicilium to any
                  other address within the Republic of South Africa, which is
                  not a post office box or poste restante.

         6.3      Any notice required or permitted to be given in terms of this
                  agreement shall be valid and effective only if in writing.




         6.4      Any notice given and any payment made by one party to the
                  others ("the addressee") which:-

                  6.4.1    is delivered by hand during the normal business hours
                           of the addressee at the addressee's domicilium for
                           the time being shall be presumed, until the contrary
                           is proved, to have been received by the addressee at
                           the time of delivery;

                  6.4.2    is given by telefax shall be deemed, in the absence
                           of proof to the contrary, to have been received
                           within 1 (one) hour of the commencement of the
                           following business day.

7.       GENERAL

         7.1      Neither party shall be bound by any representation, warranty,
                  promise or the like not recorded herein.

         7.2      No addition to, variation or agreed cancellation of this
                  agreement shall be of any force or effect unless in writing
                  and signed by or on behalf of the parties.

         7.3      No extension of time or indulgence which either party ("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 may have arisen in the past or which
                  might arise in the future.

8.       COSTS

         The costs of and incidental to the transfer of the interest in the
         Dando Kwanza project to Randgold and the Randgold shares to
         Masupatsela, including the stamp duty payable thereon, shall be borne
         by Randgold.




SIGNED AT JOHANNESBURG ON THIS 18TH DAY OF JUNE 2004.



(signed-illegible)
For and on behalf of
MASUPATSELA ANGOLA MINING VENTURES (PTY) LIMITED
Who warrants his authority hereto





SIGNED AT JOHANNESBURG ON THIS 18TH DAY OF JUNE 2004.



/s/ H.C. Buitendag
--------------------------------------------
For and on behalf of
RANDGOLD & EXPLORATION COMPANY LTD
Who warrants his authority hereto`