`CONSORTIUM SALE AGREEMENT




amongst




TAWNY EAGLE HOLDINGS (PROPRIETARY) LIMITED
(REGISTRATION NO. : 1975/004463/07)
("TAWNY")




and




ANGLO SOUTH AFRICA CAPITAL (PROPRIETARY) LIMITED
("ANGLO")
(collectively "SELLER")




and




CHESTNUT HILL INVESTMENTS 60 (PROPRIETARY) LIMITED
(REGISTRATION NO. : 2004/002172/07)
("CHESTNUT" or "PURCHASER")




and




RANDGOLD & EXPLORATION COMPANY LIMITED
(REGISTRATION NO. : 1992/005642/06)
("RANDGOLD")









                                                                              2.


                                TABLE OF CONTENTS

                                                                            PAGE


1.       INTERPRETATION........................................................3


2.       INTRODUCTION..........................................................7


3.       CONDITIONS PRECEDENT..................................................7


4.       SALE OF THE SALE SHARES...............................................8


5.       PAYMENT OF THE PURCHASE PRICE AND ADJUSTMENT..........................9


6.       INTEREST.............................................................13


7.       ENTITLEMENT TO EARLY PAYMENT.........................................13


8.       SECURITY ACCOUNT.....................................................14


9.       CLOSING..............................................................14


10.      BREACH...............................................................15


11.      INDEMNITY BY RANDGOLD IN FAVOUR OF ANGLO.............................18


12.      PLEDGE...............................................................19


13.      INDEMNITY BY PURCHASER...............................................19


14.      WARRANTIES...........................................................19


15.      GENERAL..............................................................20


16.      DOMICILIUM CITANDI ET EXECUTANDI.....................................21


17.      PUBLICITY AND THE JSE................................................22


18.      APPLICABLE LAW AND DISPUTES..........................................23


19.      GOOD FAITH...........................................................24


20.      JURISDICTION.........................................................24


21.      COSTS................................................................24


22.      PURCHASER'S UNDERTAKINGS.............................................25


23.      EXECUTION IN COUNTERPARTS............................................26


SCHEDULE 1 : DEED OF PLEDGE AND CESSION.......................................28








                                                                              3.


WHEREBY IT IS AGREED AS FOLLOWS :-


1.   INTERPRETATION

     The headings of the clauses in this agreement are for the purpose of
     convenience and reference only and shall not be used in the interpretation
     of nor modify nor amplify the terms of this agreement nor any clause
     hereof. Unless a contrary intention clearly appears:

1.1      words importing:

1.1.1      any one gender include the other two genders;

1.1.2      the singular include the plural and vice versa; and

1.1.3      natural persons include created entities (corporate or unincorporate)
           and the state and vice versa;

1.2      the following terms shall have the meanings assigned to them hereunder
         and cognate expressions shall have a corresponding meaning, namely:

1.2.1      "ACT" means the Companies Act No. 61 of 1973;

1.2.2      "BUSINESS DAY" means every day except Saturdays, Sundays and
           official public holidays in the Republic of South Africa;

1.2.3      "CHESTNUT" means Chestnut Hill Investments 60 (Proprietary)
           Limited (registration number 2004/002172/07);

1.2.4      "CLOSING DATE" means 1 November 2004 provided that the
           purchaser shall be entitled to anticipate the closing date to a
           business day after the date on which all the conditions
           precedent are fulfilled, by giving the seller not less than 14
           days prior written notice of such change;

1.2.5      "COMPANY" means Western Areas Limited (registration number
           1959/003209/06);

1.2.6      "CONCERT PARTY" means any party acting in concert, as defined
           in terms of the Securities Regulation Code on Takeovers and
           Mergers, with any other party;





                                                                              4.


1.2.7      "CSDP" means Central Security Depository Participant registered
           in terms of the Custody and Security Administration Act, no 85
           of 1992, as amended;

1.2.8      "CONDITIONS PRECEDENT" means the conditions precedent in clause 3;

1.2.9      "HDSA PARTICIPANT" means an historically disadvantaged person as
           described in terms of the MPRD Act;

1.2.10     "INTEREST PERIOD" means the period commencing on the first day
           of any calendar month and ending on the last day of that month
           provided that:

1.2.10.1      the first interest period shall be from the date of signature
              of this agreement until and including the end of the month in
              which such date falls;

1.2.10.2      the last interest period shall be from the first day of the
              month in which the closing date falls up until and including
              the closing date;

1.2.11     "JCI" means JCI Limited (registration number 1894/000854/06);

1.2.12     "JSE" means the JSE Securities Exchange South Africa;

1.2.13     "MANDATORY OFFER" means a mandatory offer to the minorities in terms
           of Rule 8 of the Securities Regulation Code on Take-overs and
           Mergers;

1.2.14     "THE MINING CHARTER" means the Broad-Based Socio-Economic Empowerment
           Charter for the South African Mining Industry published by the
           Department of Minerals and Energy in terms of the MPRD Act;

1.2.15     "MINORITIES" means the shareholders of the company other than the
           purchaser, JCI and the seller;

1.2.16     "MPRD ACT" means the Mineral and Petroleum Resources Development Act
           No. 28 of 2002 (as amended from time to time);

1.2.17     "OPTION AGREEMENT" means the option agreement between Randgold and
            the purchaser, to be entered into simultaneously with the
            execution of this agreement;







                                                                              5.


1.2.18     "OPTION SHARES" means 5 268 800 ordinary shares of R1,00 each in the
           company, which are the subject of the option agreement;

1.2.19     "PARTIES" means each of the purchaser, the seller and Randgold;

1.2.20     "PRIME" means the published prime overdraft rate charged from time to
           time by The Standard Bank of South Africa Limited to its corporate
           customers on an unsecured basis, as determined by any general manager
           or his delegee, whose authority need not be proved, calculated daily
           on the basis of a 365 (three hundred and sixty five) day year and
           compounded monthly in arrears;

1.2.21     "PURCHASE PRICE" means the price payable for the sale shares being
           R515 194 012,50 subject to adjustment in terms of clause 5;

1.2.22     "PURCHASE PRICE PER SALE SHARE" means R37,50 subject to adjustment in
           terms of clause 5 but excluding 5.7;

1.2.23     "RANDGOLD" means Randgold & Exploration Company Limited, registration
           no. 992/005642/06;

1.2.24     "RANDGOLD SALE AGREEMENT" means the sale of shares agreement to be
           entered into between the seller and Randgold simultaneously with the
           entering into of this agreement;

1.2.25     "RANDGOLD WAL SHARES" means 5 268 800 ordinary shares of R1,00 each
           in the company, sold by Anglo and purchased by Randgold in terms of
           the Randgold sale of shares agreement;

1.2.26     "SALE SHARES" means 13 738 507 ordinary shares of R1,00 each in the
           company;

1.2.27     "SECURITY ACCOUNT" means the security account of the purchaser,
           described in clause 4.3;

1.2.28     "SELLER'S ATTORNEYS' TRUST ACCOUNT" means Webber Wentzel Bowens Trust
           Account, First National Bank - 60 Main Street, account number
           50510029230, branch code 251705, swift number FIRNZAJJ;

1.2.29     "SIGNATURE DATE" means the date of last signature of this agreement;






                                                                              6.


1.2.30      "SRP" means the Securities Regulation Panel;

1.3       any reference to an enactment is to that enactment as at the date of
          signature hereof and as amended or re-enacted from time to time;

1.4       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 in the body of the agreement;

1.5       when any number of days is prescribed in this agreement, same shall be
          reckoned exclusively of the first and inclusively of the last day
          unless the last day falls on a Saturday, Sunday or public holiday, in
          which case the last day shall be the next succeeding day which is not
          a Saturday, Sunday or public holiday;

1.6       where figures are referred to in numerals and in words, if there is
          any conflict between the two, the words shall prevail;

1.7       expressions defined in this agreement shall bear the same meanings in
          schedules or annexures to this agreement which do not themselves
          contain their own definitions;

1.8       the use of any expressions in this agreement covering a process
          available under South African law such as a winding-up (without
          limitation eiusdem generis) shall, if any of the parties to this
          agreement is subject to the law of any other jurisdiction, be
          construed as including any equivalent or analogous proceedings under
          the law of such defined jurisdiction;

1.9       where any term is defined within the context of any particular clause
          in this agreement, the term so defined, unless it is clear from the
          clause in question that the term so defined has limited application to
          the relevant clause, shall bear the meaning ascribed to it for all
          purposes in terms of this agreement, notwithstanding that that term
          has not been defined in this interpretation clause;

1.10      the expiration or termination of this agreement shall not affect such
          of the provisions of this agreement as expressly provide that they
          will operate after any such expiration or termination or which of
          necessity must continue to





                                                                              7.


          have effect after such expiration or termination, notwithstanding that
          the clauses themselves do not expressly provide for this. Without
          limiting the foregoing, the provisions of clauses 10, 11, 12 and 15 to
          21 (both inclusive) shall survive the expiration or termination of
          this agreement;

1.11      the rule of construction that the contract shall be interpreted
          against the party responsible for the drafting or preparation of the
          agreement, shall not apply.


2.   INTRODUCTION

2.1      The seller beneficially owns and wishes to dispose of the sale shares.

2.2      The purchaser:

2.2.1        is beneficially owned and controlled by HDSA participants; and

2.2.2        wishes to acquire the sale shares.

2.3      The parties wish to record their agreement in writing.


3.   CONDITIONS PRECEDENT

3.1      This entire agreement, save for the provisions of clauses 3, 4.3, 5.5
         (the last sentence), 7 and clauses 15 to 21 (both inclusive) and 23,
         which shall be of immediate force and effect, shall be subject to the
         following conditions precedent:

3.1.1        the Randgold sale agreement shall have been entered into and
             executed by the parties thereto, and the conditions precedent to
             that agreement (save in respect of the condition relating to the
             entering into of this agreement) shall have been fulfilled by the
             date specified for such fulfilment in the Randgold sale agreement;

3.1.2        the Randgold sale agreement shall have been completed in accordance
             with its terms by not later than the closing date of the Randgold
             sale agreement (excluding any adjustment to the purchase price
             payable in terms of that agreement after the closing date);

3.1.3        by not later than 15 June 2004 the purchaser and Randgold and JCI
             respectively shall have received and furnished Anglo with a copy of
             the written unconditional approval, confirmation and consent of the
             SRP in





                                                                              8.


             respect of the entering into of this agreement without any
             obligation on the part of the purchaser, JCI and/or Randgold and/or
             any of their respective concert parties to make a mandatory offer
             to the minorities.

3.2      The purchaser and Randgold shall use their respective reasonable
         commercial endeavours to ensure that the conditions precedent shall be
         fulfilled timeously.

3.3      If any of the conditions precedent is not fulfilled by the date by
         which it is required to be fulfilled in terms of clause 3.1, or such
         later date as the parties may agree in writing, the provisions of
         clauses 3, 4.3, 5.5 (the last sentence), 7 and clauses 15 to 21 (both
         inclusive) and 23 shall continue to be of force and effect but the
         remainder of this agreement shall never become effective.


4.   SALE OF THE SALE SHARES

4.1      The seller sells to the purchaser which purchases the sale shares for
         the purchase price payable as provided for in clause 5.

4.2      The sale shares are sold with effect on and as from the closing date,
         from which date all risk in and benefits attaching to the sale shares
         shall pass to the purchaser. Such sale shall exclude any dividends
         which shall have been declared but not paid prior to the signature
         date, which dividends, if received by the purchaser, shall forthwith be
         paid to the seller. Such sale shall include any dividends which shall
         have been declared and/or paid after the signature date which
         dividends, if any, received by the seller shall be paid to the
         purchaser forthwith after this transaction shall have been completed.
         For the avoidance of doubt it is recorded that beneficial ownership of
         the sale shares shall be and remain with the seller until the purchase
         price including interest thereon (but excluding any adjustment provided
         for in clause 5 after the closing date), shall have been paid in full
         to the seller.

4.3      The purchaser shall by not later than 5 business days prior to the
         closing date furnish the seller with details of its Securities
         Depository Participant ("CSDP") and the securities account into which
         it requires the sale shares to be transferred.






                                                                              9.


5.   PAYMENT OF THE PURCHASE PRICE AND ADJUSTMENT

5.1      The purchaser shall pay the purchase price to the seller on the closing
         date in cash without set off or deduction in immediately available
         funds by the transfer of the purchase price to the following bank
         account:

            Bank: The Standard Bank of South Africa Limited

            Branch: Johannesburg

            Branch code: 000205

            Account name: ASAC Sharedealing Account

            Account number: 000 033 006.

5.2      Subject to clauses 5.3, 5.4, 5.5 and 5.6, if during the period from the
         signature date to 180 days after the closing date:

5.2.1        the purchaser or any concert party of the purchaser and/or any
             subsidiary or holding company (as defined in the Act) of any of
             them, acquires ("ACQUISITION") or sells ("SALE") any ordinary
             shares or rights to ordinary shares in the company, or

5.2.2        any offer (including any increase in or amendment of the offer
             consideration) ("OFFER") is made to shareholders of the company
             generally, or should any scheme ("SCHEME") of arrangement in terms
             of the Act be entered into between the company and its shareholders
             generally,

         at a price per ordinary share in excess ("EXCESS") of the aggregate of
         the purchase price per sale share and the aggregate of all interest
         which shall have then accrued and been paid, if due and payable on the
         purchase price per sale share in terms of clause 6, the purchase price
         per sale share shall, if the seller shall have made an election in
         terms of clause 5.5 to apply the provisions of clause 5.2 be deemed to
         have been increased by 50% of the amount of such excess and the
         purchaser shall pay the seller in cash an amount equal to 50% of such
         excess multiplied by the number of sale shares forthwith after the
         commitment to make such acquisition or sale, the scheme is sanctioned
         by the court in terms of the Act, such offer is unconditional and







                                                                             10.


         closes or after the excess is determined in accordance with clause
         5.2.4, as the case may be, provided that:

5.2.3        if the consideration payable in respect of the acquisition, sale,
             offer or scheme:

5.2.3.1         comprises shares only, the price per ordinary share of the
                company for the purposes of determining the excess shall be that
                share price used or disclosed for the purposes of the offer or
                scheme, including any increase in the offer or scheme
                consideration, as the case may be;

5.2.3.2         comprises an alternative of cash or a share consideration, the
                price per ordinary share of the company for the purposes of
                determining the excess shall be the higher of such alternative
                (if the alternative consideration is for shares, the
                consideration shall be determined mutatis mutandis in accordance
                with the provisions of clause 5.2.3.1);

5.2.3.3         comprises partly cash and partly shares, the price per ordinary
                share of the company for the purposes of determining the excess
                shall be the aggregate of the face value of the cash portion and
                value of the shares (determined mutatis mutandis in accordance
                with the provisions of clause 5.2.3.1);

5.2.4        if the methods used for determining the excess are not appropriate,
             in the view of the seller or purchaser, then, on the delivery of a
             written notice by either the seller or the purchaser to the other
             and to KPMG Incorporated accountants ("KPMG") demanding
             determination of the excess, the excess shall be determined by
             KPMG, acting as experts and not as arbitrators and whose
             determination shall, in the absence of manifest error, be final and
             binding on the parties.

5.3      If the purchaser accepts any offer (as defined in 5.2.2), after the
         closing date, receives the consideration payable in terms of the offer
         ("OFFER CONSIDERATION") and if the offer consideration comprises:

5.3.1        shares only, the purchaser may elect to pay 50% of the excess by
             the transfer to the seller of such number of such shares as shall
             be equal in






                                                                             11.


             value to 50% of such excess by not later than 3 business days after
             the purchaser shall have received the offer consideration. If the
             purchaser does not make such an election, 50% of the excess will be
             paid in cash by no later than 3 business days after the purchaser
             has received the offer consideration; or

5.3.2        partly shares and partly cash, in which case the seller will
             calculate and notify the purchaser of the ratio that the cash
             portion of the offer consideration bears to the share portion ("THE
             RATIO") and the purchaser may then elect to pay 50% of the excess
             partly in cash and partly in shares and in the same proportion as
             the ratio by not later than 3 business days after the later of the
             receipt of the notification from the seller or 3 business days
             after the purchaser has received the offer consideration. If the
             purchaser does not make such an election, 50% of the excess will be
             paid in cash by no later than 3 business days after the purchaser
             has received the offer consideration; and

5.3.3        cash only, 50% of the excess shall be paid in cash by not later
             than 3 business days after the purchaser shall have received the
             offer consideration; and;

5.3.4        an alternative of cash or a share consideration then 50% of the
             excess shall be paid in cash by not later than 3 business days
             after the purchaser shall have received the offer consideration.

         It is specifically recorded that the seller shall bear any stamp duty
         or uncertificated securities tax or brokerage fees in respect of the
         transfer to it of such shares as shall constitute 50% of the excess or
         a portion of 50% of the excess.

5.4      The provisions of clause 5.2 shall not apply to any corporate
         restructuring in terms whereof:

5.4.1        JCI, Randgold or Randgold Resources Limited or any of them or any
             combination of them ("CONTROLLING parties") shall subsequent to
             such restructuring hold whether directly or indirectly 75% or more
             of the issued share capital of the company and the remaining
             interest is beneficially owned and controlled by HDSA participants;
             or





                                                                             12.


5.4.2        the whole of the business and/or the assets shall be acquired by
             the controlling parties.

5.5      The purchaser shall forthwith notify the seller in writing of any
         proposed acquisition, sale, offer or scheme contemplated in 5.2 and
         provide full details thereof. The seller shall within 14 business days
         of such notification (or without prejudice to the seller's rights, if
         the purchaser fails to so notify the seller, at any time after such
         proposed acquisition, sale, offer or scheme comes to the attention of
         the seller) inform the purchaser in writing whether it elects that the
         provisions of clause 5.2 shall apply or not. If the seller fails to
         make such election it shall be deemed to have elected that the
         provisions of 5.2 shall not apply. If the seller shall have elected or
         be deemed to have elected that the provisions of 5.2 shall not apply
         then the seller shall not be precluded from again claiming an
         adjustment of the purchase price in terms of clauses 5.2 and this 5.5
         (and the purchaser shall be obliged to again comply with the provisions
         of this clause 5.5). Should the seller elect that the provisions of 5.2
         shall apply and if the seller has been paid the excess in terms of 5.2
         the seller shall not be entitled to claim a further adjustment of the
         purchase price in terms of 5.2. If there is a proposed offer, sale,
         scheme or acquisition whilst any of the conditions precedent have not
         been fulfilled, the provisions of this clause 5.5 shall nevertheless
         apply and an amount equal to 50% of the excess, if any, will be paid by
         the purchaser in cash on the closing date, if the seller elects that
         the provisions of clause 5.2 shall apply.

5.6      In the event that the purchaser shall have acquired the option shares,
         or any of them ("THE ACQUIRED SHARES") from Randgold in terms of and/or
         pursuant to the option agreement, and after Chestnut and Randgold shall
         have discharged all their respective obligations due on or before the
         closing date under this agreement and the Randgold sale agreement to
         the seller and after the acquired shares shall have been released from
         the pledge referred to in 12, the provisions of clauses 5.2 to 5.6
         (inclusive) shall with effect from such release apply mutatis mutandis
         in respect of the acquired shares save that for the purposes of
         determining the excess in respect of the acquired shares the words in
         the paragraph between clause 5.2.2 and 5.2.3, "the aggregate of the
         purchase price per sale share and the aggregate of all interest which
         shall then have accrued and been paid, if due and payable on the
         purchase price per sale share in terms of clause 6" shall be replaced
         by the words "the





                                                                             13.



         aggregate amount of R39.50 plus interest at prime plus 70 basis points
         calculated from the date the acquired shares are released from the
         pledge referred to in 12".

5.7      If the purchaser pays the purchase price plus interest thereon on the
         closing date, in full and no later, then the purchase price shall be
         reduced by an amount of R30 million. Such reduction will, for the
         avoidance of doubt, not affect the purchase price per sale share which
         will for the purposes of 5.2 remain at R37.50 per sale share.


6.    INTEREST

6.1      Subject to clause 7, interest on the purchase price shall accrue at
         prime plus 150 basis points from the signature date to date of payment
         (both days inclusive). Interest shall accrue on a daily basis and shall
         be calculated and compounded on the last day of each interest period on
         the basis of actual days elapsed in a 365 day year.

6.2      The purchaser shall, on the closing date, pay to the seller all
         interest accrued on the purchase price, calculated on the basis
         described in clause 6.1.


7.   ENTITLEMENT TO EARLY PAYMENT

7.1      The purchaser shall be entitled, but not obliged, to pay the purchase
         price, or any portion of the purchase price, to the seller's attorneys'
         trust account at any stage after the signature date but before the
         closing date. Any such payment shall be made in immediately available
         funds, without set-off or deduction.

7.2      The seller shall instruct the seller's attorney (and hereby indemnifies
         and holds the purchaser harmless in respect of all claims, damage, loss
         or expense which may be made against the purchaser or which the
         purchaser may suffer as a result of the failure of the seller so to
         instruct the seller's attorneys and/or the breach by the seller's
         attorneys of such instructions or any part of such instructions) to:

7.2.1        invest the full amount transferred to the seller's attorneys' trust
             account in terms of clause 5.1, in an interest bearing account in
             terms of the provisions of section 78(2)(A) of the Attorneys Act;
             and







                                                                             14.


7.2.2        to pay the full amount so invested (including, without limitation,
             all interest accrued from time to time on all amounts so invested
             ("TRUST FUNDS") to the seller on the closing date after compliance
             by the seller with its obligations in terms of clause 9.1; or

7.2.3        if any of the conditions precedent has not been fulfilled and this
             agreement fails as a consequence thereof, to pay the trust funds to
             the purchaser in immediately available funds, without set-off or
             deduction to the purchaser by not later than the business day
             immediately following the receipt by the seller's attorney of
             written confirmation from the purchaser and the seller of the
             non-fulfilment of such condition precedent and such failure of this
             agreement.

7.3      On the payment of the purchase price, or any portion thereof ("THE
         EARLY PAYMENT PORTION") to the seller's attorneys' trust account on the
         basis recorded in clause 7.2, interest in terms of clause 6.1 shall
         cease to run in respect of the early payment portion.


8.   SECURITY ACCOUNT

     Randgold shall on or before the closing date (as defined in the Randgold
     sale agreement) deliver to the seller an irrevocable undertaking from the
     purchaser's CSDP to:

8.1      record, in a form reasonably satisfactory to the seller, on the closing
         date, the pledge on the security account in terms of the Custody and
         Administration of Securities Act, 1992 (Act 85 of 1992) (as amended
         from time to time) and rules of the purchaser's CSDP; and

8.2      give effect to the provisions of the pledge in accordance with its
         terms on the instructions of Anglo and, without limitation, to transfer
         the pledged shares to any purchaser thereof without reference to
         Randgold, if such transfer shall be pursuant to the exercise by Anglo
         of its rights in terms of the pledge.


9.   CLOSING

     On the closing date, representatives of the seller and the purchaser,
     shall meet at 10h00 at the offices of Webber Wentzel Bowens, 10 Fricker
     Road, Illovo. At the meeting:






                                                                             15.


9.1      the seller shall deliver to the purchaser a copy of an irrevocable and
         unconditional written instruction to the seller's CSDP to effect
         transfer of the sale shares on the closing date into the security
         account; and

9.2      the purchaser shall deliver to the seller written proof of payment of
         the purchase price and the interest described in clause 6 into the
         account of the seller notified to the purchaser in terms of 5.1 or, if
         7.2.2 is applicable, the seller's attorney shall pay to the seller the
         trust funds and if only a portion of the purchase price has been paid
         to the seller's attorney in trust the purchaser shall also deliver
         proof to the seller that the balance of the purchase price plus
         interest has been paid into such account of the seller.


10.  BREACH

10.1     If the purchaser fails to pay the purchase price together with interest
         thereon to Anglo on the basis described in clauses 5 and 6, by not
         later than the closing date or if the seller cancels or terminates this
         agreement on account of a breach by the purchaser of this agreement,
         Anglo shall be entitled to purchase from Randgold, and Randgold hereby
         irrevocably and unconditionally undertakes to sell to Anglo, the
         Randgold WAL shares, for an aggregate purchase price calculated in
         terms of clause 10.3 ("THE REPURCHASE PRICE"), on the basis that:

10.1.1       Anglo shall deliver a written notice ("THE SALE NOTICE") to
             Randgold by not later than 30 business days after the breach by
             Chestnut of its obligations to pay to Anglo the purchase price
             together with interest thereon on the basis described in clauses 5
             and 6 or the cancellation or termination of this agreement, as the
             case may be.

10.1.2       on the delivery of the sale notice to Randgold an agreement shall
             be deemed to have been entered into between Randgold and Anglo in
             terms whereof Randgold sells and Anglo purchases the Randgold WAL
             shares, for the repurchase price;

10.1.3       Anglo shall be entitled to take transfer of the Randgold WAL shares
             into its name or the name of its nominee in terms of and pursuant
             to the pledge (referred to in clause 12) by not later than the 10th
             business day after delivery to Randgold of the sale notice against
             payment of the





                                                                             16.


             purchase price therefor into Randgold's bank account, details of
             which are provided below, provided Anglo may at its discretion
             apply the following provisions instead:

10.1.3.1        Randgold shall deliver the Randgold WAL shares (which shall
                have been pledged to Anglo in terms of clause 12) to Anglo
                mutatis mutandis on the basis recorded in clause 9, by not
                later than the third business day after the delivery to
                Randgold of the sale notice;

10.1.3.2        Anglo shall pay the repurchase price to Randgold into the
                account specified in 10.1.4;

10.1.4       the details of Randgold's bank account referred to in clause 10.1.3
             above are as follows:

                Bank            :  The Standard Bank of South Africa Limited
                Branch          :  Selby
                Branch Code     :  000705
                Account Name    :  Randgold & Exploration Company Limited
                Account No.     :  203 347 064

             Randgold may, by written notice to Anglo, stipulate (by no later
             than the business day after the giving of the sale notice) another
             bank account into which payment of the repurchase price may be
             made; and

10.1.5       Randgold shall be deemed to have given to Anglo, in respect of the
             Randgold WAL shares purchased in terms of 10.1.2, the same
             warranties mutatis mutandis as are given in terms of clause 14 by
             the seller, as at the date of transfer of the Randgold WAL shares
             in terms of 10.1.3.

10.2     If Anglo exercises its rights in terms of clause 10.1 and Randgold
         discharges its obligations arising pursuant to the exercise of those
         rights, the seller shall have no further rights under this agreement
         against Chestnut and/or Randgold other than in respect of the
         adjustment of the purchase price provided for in clause 5, and
         respectively Chestnut and Randgold shall have no further obligations to
         the seller arising from and/or in connection with any breach by
         Chestnut as described in clause 10.1.






                                                                             17.


10.3     If prior to the date appearing on the sale notice, Randgold is obliged
         in terms of 5.5 of the Randgold sale agreement to increase the purchase
         price per Randgold WAL share and Randgold has paid the amount of the
         increase to Anglo, the repurchase price will be an amount equal to the
         aggregate of:

10.3.1       R37,50 per Randgold WAL share;  plus

10.3.2       an amount per Randgold WAL share equal to such increase; plus

10.3.3       the aggregate of all interest which shall have in terms of clause 6
             of the Randgold sale agreement accrued and been paid on the
             purchase price per Randgold WAL share,

         in each case multiplied by the number of Randgold WAL shares,

         less:

10.3.4       R70 million.

         If prior to the date appearing on the sale notice, Randgold is not
         obliged to increase the purchase price per Randgold WAL sale share or,
         if obliged to increase such purchase price has not paid the amount of
         such increase to Anglo, the repurchase price will be an amount equal to
         the aggregate of the amounts provided for in 10.3.1 plus 10.3.3,
         multiplied by the number of Randgold WAL shares, less R70 million.

10.4     Should the purchaser commit a breach of any of the provisions of this
         agreement (other than a failure of the purchaser to pay any amount
         owing to the seller on due date for which no notice to remedy will be
         required) and if it fails to remedy such breach within 7 days of
         written notice from the seller requiring it to do so or it fails to pay
         any amount due to the seller on due date, the seller shall be entitled
         to cancel this agreement or to claim immediate payment and/or
         performance by the purchaser of all the purchaser's obligations whether
         or not the due date for payment and/or performance shall have arrived,
         in either event without prejudice to the seller's rights to claim
         damages; provided that the seller shall not be entitled to cancel this
         agreement after the closing date if the purchaser has discharged all
         its obligations then due to the seller. The provisions of this clause
         are without






                                                                             18.


         prejudice to such rights as the seller may have in law or in terms of
         this agreement.


11.  INDEMNITY BY RANDGOLD IN FAVOUR OF ANGLO

11.1     If for any reason the seller does not exercise its rights referred to
         in 10.1 or if for any reason Randgold disputes the validity of any
         agreement contemplated in 10.1.2, then Randgold indemnifies the seller
         against liability, loss or damage which the seller may suffer or
         sustain or which may be attributable to:

11.1.1       the failure by the purchaser to pay the purchase price together
             with interest thereon to the seller on the basis described in
             clauses 5 and 6 by not later than the closing date; or

11.1.2       the cancellation and termination of this agreement on account of a
             breach by the purchaser of this agreement,

         (11.1.1 and 11.1.2 together, "A DEFAULT") subject to the terms of this
         clause 11.1, 11.2 and 11.3.

11.2     If a default occurs, the seller may, by written notice to Randgold,
         elect -

11.2.1       that Randgold shall pay to the seller, by way of penalty, the
             amount of R70 million and the seller shall be entitled to realise
             such number of Randgold WAL shares as the seller shall determine
             and apply the net proceeds of such realisation towards payment of
             such damages on the basis that any shortfall will remain a debt due
             to the seller. The balance (if any) of the Randgold WAL shares
             remaining after such realisation and application, together with any
             proceeds of such realisation not applied by the seller, shall be
             returned or paid to the purchaser, as the case may be; or

11.2.2       to claim damages from Randgold, and pending the quantification of
             the damages by arbitration or otherwise, retain, subject to the
             terms of the pledge referred to in clause 12, the balance of the
             Randgold WAL shares or realise such number of Randgold WAL shares
             identified in the manner and on the basis set out in 11.2.1.







                                                                             19.


11.3     If the seller exercises its rights in terms of clause 11.2 and Randgold
         discharges its obligations arising pursuant to the exercise of these
         rights the seller shall have no further rights against Chestnut and/or
         Randgold under this agreement other than in respect of the adjustment
         of the purchase price provided for in 5, and respectively Chestnut and
         Randgold shall have no further obligations to the seller arising from
         and/or in connection with any breach by Chestnut as described in clause
         11.1. For the avoidance of doubt, Anglo shall not be entitled to
         exercise its rights in terms of both clause 11.1 and clause 10.

11.4     Randgold indemnifies the seller against liability, loss or damage which
         the seller may suffer or sustain or which may be attributable to a
         breach by the purchaser of the provisions of 5.2, 5.3 and 5.5.


12.  PLEDGE

     As security for the obligations of Randgold to the seller in terms of
     clauses 5, 10 and 11 Randgold pledges the Randgold WAL shares to the
     seller on the terms and conditions contained in the pledge annexed as
     Schedule 1. The Randgold WAL shares shall be delivered to the seller on
     the basis described in Schedule 1, on the closing date of the Randgold
     sale agreement in accordance with its terms. The Randgold WAL shares shall
     be returned to Randgold together with all documents delivered by Randgold
     to the seller in connection with such pledge after all the purchaser's and
     Randgold's obligations respectively to the seller in terms of this
     agreement and the Randgold sale agreement which are due on or before the
     closing date have been discharged.


13.  INDEMNITY BY PURCHASER

     Chestnut hereby indemnifies and holds Randgold harmless against all
     claims, damage, loss and/or expense incurred and/or suffered by Randgold
     in connection with and/or arising from the purchase and subsequent resale
     by Randgold of the Randgold WAL shares on the basis recorded in this
     agreement.


14.  WARRANTIES

14.1     The seller warrants that on the date of signature hereof and on the
         closing date:







                                                                             20.


14.1.1       it will be entitled to give free and unencumbered title of the sale
             shares to the purchaser, which shall acquire the sale shares free
             of any charge, lien and/or encumbrance; and

14.1.2       it will be the beneficial owner of the sale shares.

14.2     No warranties or representations, express or tacit, which are not set
         forth in this agreement shall be binding on the seller and sale shares
         are sold voetstoots.


15.  GENERAL

15.1     This agreement constitutes the whole agreement among the parties
         relating to the subject matter hereof.

15.2     No amendment or consensual cancellation of this agreement or any
         provision or term hereof or of any agreement or other document issued
         or executed pursuant to or in terms of this agreement and no settlement
         of any disputes arising under this agreement and no extension of time,
         waiver or relaxation or suspension of or agreement not to enforce or to
         suspend or postpone the enforcement of any of the provisions or terms
         of this agreement or of any agreement or other document issued pursuant
         to or in terms of this agreement shall be binding unless recorded in a
         written document signed by the parties. Any such extension, waiver,
         relaxation or suspension which is so given or made shall be strictly
         construed as relating strictly to the matter in respect whereof it was
         made or given.

15.3     No extension of time, waiver or relaxation of any of the provisions or
         terms of this agreement or any agreement or other document issued or
         executed pursuant to or in terms of this agreement, shall operate as an
         estoppel against any party in respect of its rights under this
         agreement, nor shall it operate so as to preclude such party thereafter
         from exercising its rights strictly in accordance with this agreement.

15.4     To the extent permissible by law no party shall be bound by any express
         or implied term, representation, warranty, promise or the like not
         recorded herein, whether it induced the contract and/or whether it was
         negligent or not.







                                                                             21.


15.5     The rights and obligations of the seller in terms of this agreement may
         be exercised or discharged by Anglo on behalf of itself and Tawny.
         Correspondingly, the purchaser or Randgold may discharge any of its
         obligations to the seller in terms of this agreement by discharging
         those obligations to Anglo.


16.  DOMICILIUM CITANDI ET EXECUTANDI

16.1     The parties choose as their domicilium citandi et executandi for all
         purposes under this agreement, whether in respect of court process,
         notices or other documents or communications of whatsoever nature
         (including the exercise of any option), the following addresses :-

16.1.1       the purchaser and Randgold:

                 Physical:       3rd Floor, 28 Harrison Street
                                 Johannesburg
                                 2001

                 Postal:         P O Box 11165
                                 Johannesburg
                                 2000

                 Telefax:        (011) 688-5101

16.1.2       Anglo and Tawny:

                 Physical:       44 Main Street
                                 Johannesburg
                                 2001

                 Postal:         P O Box 61587

                                 Marshalltown

                                 2107

                 Telefax:        (011) 638-2455

                 Attention:      The Company Secretary.






                                                                             22.


16.2     Any notice or communication required or permitted to be given in terms
         of this agreement shall be valid and effective only if in writing but
         it shall be competent to give notice by telefax.

16.3     Any party may by notice to every other party change the physical
         address chosen as its domicilium citandi et executandi to another
         physical address where postal delivery occurs in the Republic of South
         Africa or its postal address or its telefax number, provided that the
         change shall become effective on the 7th business day from the deemed
         receipt of the notice by the other party.

16.4     Any notice to a party :-

16.4.1       sent by prepaid registered post (by airmail if appropriate) in a
             correctly addressed envelope to it at an address chosen as its
             domicilium citandi et executandi to which post is delivered shall
             be deemed to have been received on the 14th business day after
             posting (unless the contrary is proved);

16.4.2       delivered by hand to a responsible person during ordinary business
             hours at the physical address chosen as its domicilium citandi et
             executandi shall be deemed to have been received on the day of
             delivery; or

16.4.3       sent by telefax to its chosen telefax number stipulated in clause
             16.1, shall be deemed to have been received on the date of despatch
             (unless the contrary is proved).

16.5     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.


17.  PUBLICITY AND THE JSE

     No party shall publish to any third party the fact of or any information
     concerning the conclusion of this agreement or the terms hereof without
     the consent of the other (which consent shall not be unreasonably withheld
     or delayed), save for any publication required by the JSE and/or SRP or
     save as required by law, provided







                                                                             23.


     that in each such case the party required to publish will use its
     reasonable commercial endeavours to give the other parties prior notice of
     the contents of the required publication.


18.  APPLICABLE LAW AND DISPUTES

18.1     This agreement shall be construed and governed by the laws of South
         Africa to the exclusion of any other law.

18.2     Save in respect of those provisions of this agreement which provide
         their own remedy, a dispute which arises in regard to :

18.2.1       the interpretation of; or

18.2.2       the carrying into effect of; or

18.2.3       any of the parties' rights or obligations arising from; or

18.2.4       the termination or proposed termination of or arising from the
             termination of; or

18.2.5       the rectification or proposed rectification of,

         the agreement or out of or pursuant to this agreement, other than where
         an urgent interdict is sought or urgent relief may be obtained from a
         court of competent jurisdiction, shall be submitted to and decided by
         arbitration.

18.3     The Arbitration proceedings shall take place in the English language in
         Johannesburg.

18.4     Save as expressly provided in this agreement to the contrary, the
         arbitration shall be subject to the arbitration legislation for the
         time being in force in the Republic of South Africa.

18.5     The arbitrator shall be an impartial admitted senior counsel whether
         practising or non-practising of not less than 15 years standing
         appointed by the parties or, failing agreement between the parties
         within 7 days after the arbitration shall have been demanded, at the
         request of either of the parties shall be nominated by the chairman for
         the time being of the Bar Council of Johannesburg.







                                                                             24.


18.6        The parties shall keep the evidence and the arbitration proceedings
            and any order made by any arbitrator confidential unless otherwise
            contemplated herein.

18.7        Any party shall have an automatic right of appeal against any final
            decision by an arbitrator to a panel of 3 appeal arbitrators who
            will be selected from the ranks of practising senior counsel of not
            less than 15 years standing or retired judges agreed to by the
            parties or failing agreement, appointed by the chairman for the time
            being of the Bar Council of Johannesburg.


19.  GOOD FAITH

     In the event that the purchaser shall be unable, for whatever reason, to
     comply with its obligations in terms of this agreement to pay the purchase
     price plus interest on the closing date, the purchaser and the seller
     shall meet and shall attempt, in good faith, to consider the purchaser's
     proposals with regard to date for payment of the purchase price and
     interest. None of the provisions of this clause 19 shall create any
     legally binding obligations on the seller or any of the other parties to
     this agreement and the seller will be entitled to exercise its rights
     strictly in accordance with the terms of this agreement.

20.  JURISDICTION

     Without in any way limiting or derogating from the provisions of clause 18
     hereof, the parties consent to the non-exclusive jurisdiction of the High
     Court of South Africa, Witwatersrand Local Division, in respect of any
     disputes or other matters arising from, or in terms of, or out of the
     provisions of this agreement.

21.  COSTS

21.1     Each party shall be liable for its own costs and those of its advisers
         of and incidental to the drawing and preparation of this agreement.

21.2     Any stamp duty or uncertificated securities tax or brokerage fees on
         the transfer of the sale shares or any of them into the name of the
         purchaser shall be borne by the purchaser.






                                                                             25.


21.3     Any stamp duty or uncertificated securities tax or brokerage fees on
         the transfer of the Randgold WAL shares or any of them into the name of
         Anglo shall be borne by Randgold.

22.  PURCHASER'S UNDERTAKINGS

22.1     The purchaser shall not dispose of any of the sale shares after they
         have been delivered to it by the seller for a period of 5 years from
         the closing date without the prior written consent of the seller which
         shall not be unreasonably withheld or delayed. Subject to 22.3, it
         shall be unreasonable for the seller to withhold or delay its consent
         to a disposal by the purchaser of the sale shares in the following
         circumstances:

22.1.1       if the purchaser disposes of the sale shares to an HDSA participant
             who agrees to be bound by the provisions of this clause 22 mutatis
             mutandis; or

22.1.2       if the purchaser pledges or lends the sale shares in terms of a
             scrip lending arrangement to a financial institution registered in
             terms of the Banks Act 94 of 1990 in order to finance the
             acquisition by the purchaser of the sale shares; or

22.1.3       a corporate restructuring as contemplated in clause 5.4.1 occurs
             and the purchaser disposes of the sale shares in consideration for
             shares in any of the restructured companies ("SWAPPED SHARES') in
             which event the provisions of this clause shall mutatis mutandis
             apply to such swapped shares.

22.2     It is recorded that the purchaser intends to enter into a scrip lending
         arrangement with Investec Bank Limited in order to finance the purchase
         price of the sale shares and the seller consents thereto on the basis
         that after Investec Bank Limited delivers to the purchaser an
         equivalent number of ordinary shares in the company to those lent to
         Investec Bank Limited by the purchaser in terms of such agreement, the
         purchaser shall pledge those shares to the seller mutatis mutandis on
         the terms contained in the pledge referred to in clause 12 in order to
         secure the purchaser's obligations to the seller in terms of this
         clause 22.






                                                                             26.


22.3     In order to obtain the prior written consent of the seller referred to
         in 22.1 the purchaser shall provide the seller with all such
         information as the seller shall reasonably request.

22.4     The purchaser undertakes to ensure for a period of 5 years from the
         closing date that at least 51% of the issued voting capital of Chestnut
         is owned and controlled by HDSA participants.

22.5     The purchaser undertakes to provide support and assistance to the
         seller or its nominee to enable the seller or its nominee to obtain a
         credit in terms of the Mining Charter as read with the score card for
         transferring ownership of the sale shares to HDSA participants pursuant
         to this agreement.

22.6     If the purchaser breaches the provisions of this clause 22, without
         prejudice to any of the seller's rights in terms of this agreement or
         in law the seller may elect:

22.6.1       that the purchaser shall pay to the seller by way of penalty the
             amount of R50 million; or

22.6.2       to claim damages from the purchaser.

23.  EXECUTION IN COUNTERPARTS

     This agreement shall be capable of being executed in one or more
     counterparts, each of which, when read together, shall comprise one and
     the same instrument.


SIGNED by the parties on the following dates and at the following places
respectively:



DATE             PLACE              SIGNATURE
9 June 2004      Johannesburg       /s/ W. A. Nairn
                                    --------------------------------------------
                                    /s/ D. J. Alison
                                    --------------------------------------------
                                    for ANGLO SOUTH AFRICA CAPITAL (PROPRIETARY)
                                          LIMITED






                                                                             27.


9 June 2004      Johannesburg       /s/ M.E. Mkwanazi
                                    --------------------------------------------
                                    for CHESTNUT HILL INVESTMENTS  60
                                          (PROPRIETARY) LIMITED

9 June 2004      Johannesburg       /s/ R. B. Kebble
                                    --------------------------------------------
                                    for RANDGOLD & EXPLORATION COMPANY LIMITED

9 June 2004      Johannesburg       /s/ W. A. Nairn
                                    /s/ D. J. Alison
                                    --------------------------------------------
                                    for TAWNY EAGLE HOLDINGS (PROPRIETARY)
                                          LIMITED












                                                                             28.


                                                                      SCHEDULE 1


                           DEED OF PLEDGE AND CESSION

We, the undersigned,


                     RANDGOLD & EXPLORATION COMPANY LIMITED
                        (Registration No. 1992005642/06)
                                  ("RANDGOLD")


do hereby, as continuing covering security in respect of our obligations to
ANGLO SOUTH AFRICA CAPITAL (PROPRIETARY) LIMITED ("ANGLO") and TAWNY EAGLE
HOLDINGS (PTY) LTD ("TAWNY"), (collectively "THE CREDITOR") in terms of an
agreement entered into between us, Chestnut Hill Investments 60 (Pty) Ltd
("CHESTNUT") and the Creditor, to which this Deed of Pledge and Cession is
annexed as Schedule 1 ("THE CONSORTIUM SALE AGREEMENT") and the agreement
entered into between Anglo and Randgold dated [*] ("THE RANDGOLD SALE
AGREEMENT"), hereby-

(a)    pledge, cede, transfer and make over unto and in favour of the Creditor 5
       268 800 shares in Western Areas Limited ( "THE PLEDGED SHARES") which we
       shall acquire from the Creditor in terms of the Randgold sale agreement
       and which will be, save in terms of this pledge, unencumbered; and

(b)    cede to the Creditor any consideration ("OFFER CONSIDERATION") receivable
       by Randgold in terms of any offer which may be made to the members of
       Western Areas Limited ("THE COMPANY") generally and accepted by Randgold
       or which Randgold becomes bound to accept in terms of section 440K of the
       Companies Act, no 61 of 1973 ("THE ACT") and any consideration ("SCHEME
       CONSIDERATION") receivable by Randgold in terms of any scheme of
       arrangement contemplated in terms of section 311 of the Act between the
       company and its members ("THE CEDED CLAIMS"),

upon the following terms and conditions.

1.     The pledged shares are pledged and the ceded claims are ceded in favour
       of the Creditor as security for the due and punctual performance and
       discharge by us of our obligations under the Consortium sale agreement
       and the Randgold sale agreement.









                                                                             29.


2.     We undertake to deliver the pledged shares to the Creditor on the closing
       date in accordance with the terms of the Randgold sale agreement together
       with all documents, consents, authorities and undertakings which may be
       required to enable the Creditor to exercise its rights in terms of the
       Consortium sale agreement and the Randgold sale agreement and this Deed
       of Pledge and Cession without further reference to Randgold.

3.     This Deed of Pledge and Cession shall remain in force as a continuing
       covering security for our obligations in terms of and/or arising from the
       Consortium sale agreement and the Randgold sale agreement until such time
       as all our obligations under both agreements due on or before the closing
       date of the Consortium sale agreement and all of Chestnut's obligations
       to Anglo due on or before the closing date of the Consortium sale
       agreement shall have been fully and finally discharged.

4.     This Deed of Pledge and Cession shall cover and include all rights,
       including the right to attend meetings and to vote, benefits, dividends
       and privileges attaching to the pledged shares or which may accrue to us
       by virtue of the pledged shares.

5.     For so long as we are not in breach of any of the obligations in terms of
       either or both the Randgold sale agreement and the Consortium sale
       agreement or of any of our obligations in terms of this Deed of Pledge
       and Cession:

5.1.      we shall, subject to our undertaking in favour of the Securities
          Regulation Panel for a period of 12 months from the date of our
          acquisition of the pledged shares not to exercise any voting rights
          attaching to the pledged shares, be entitled to exercise any and all
          voting and other rights pertaining to the pledged shares or any part
          thereof for any purpose not inconsistent with the terms of this Deed
          of Pledge and Cession provided however that we shall not exercise or
          shall refrain from exercising any such right if, in the Creditor's
          sole discretion, such action could have an adverse effect on the value
          of the pledged shares or any part thereof and provided further that we
          shall have given to the Creditor at least 7 days written notice of the
          manner in which we intend to exercise, or the reasons for refraining
          from exercising, any such right.

5.2.      we shall be entitled to receive and retain, subject to the terms of
          the Consortium sale agreement, any and all dividends in respect of the
          pledged shares provided however that any and all payments and/or
          distributions other than dividends shall forthwith after receipt by us
          be delivered to the Creditor to be held by the Creditor under this
          Deed of Pledge and Cession and shall, if received by us be received in
          trust for the benefit of the Creditor.









                                                                             30.


6.     In the event of Chestnut Hill Investments 60 (Pty) Ltd ("CHESTNUT")
       failing to pay the purchase price together with interest thereon in full,
       in terms of the Consortium sale agreement or the Consortium sale
       agreement is cancelled or terminated due to a breach thereof by Chestnut,
       or in the event of our defaulting in any way in our obligations in terms
       of the Consortium sale agreement or the Randgold sale agreement or in
       terms of this Deed of Pledge and Cession, the Creditor shall be entitled
       and we hereby authorise the Creditor irrevocably in rem suam in its sole
       and absolute discretion without reference to us and without first
       obtaining an order of court:

6.1.      forthwith to exercise all voting and other rights attaching or
          attributable to the pledged shares for which purpose we hereby
          irrevocably and in rem suam nominate, constitute and appoint the
          Creditor or his nominee as our attorney and agent to do all such
          things and sign all such documents to give effect thereto;

6.2.      to sell by private treaty or public auction or otherwise dispose of or
          realise all or any of the pledged shares and/or ceded claims in such
          manner, to such persons and on such terms and conditions as the
          Creditor may consider expedient or fit;

6.3.      to apply the full proceeds received in terms of 6.2 above in payment
          or reduction of our total then indebtedness to the Creditor whether
          under this Deed of Pledge and Cession or arising out of our
          obligations in terms of the Consortium sale agreement and the Randgold
          sale agreement or arising in any other way and in particular without
          limitation in the manner contemplated in clauses 10 and 11 of the
          Consortium sale agreement, as also to defray out of the proceeds of
          such realisation all expenses and costs incurred in or about the
          realisation of the pledged shares;

6.4.      to procure the transfer and/or registration of the pledged shares into
          the name of Anglo or its nominee whether pursuant to the exercise of
          its rights in terms of clause 10 of the Consortium sale agreement or
          otherwise;

6.5.      if we are then only contingently indebted to the Creditor, to retain
          the proceeds or balance thereof as security for our contingent
          indebtedness and such proceeds shall be deemed to be pledged to the
          Creditor in terms hereof;

6.6.      to collect, recover, receive, take up and/or exercise any interest,
          dividends, benefits and rights attaching to the pledged shares and/or
          ceded claims and/or give valid and effectual receipts for any amounts
          received by the Creditor in consequence of any realisation for which
          purpose we hereby irrevocably and in rem suam nominate, constitute and
          appoint the Creditor or his nominee to be our lawful attorney and
          agent provided that:


                                                                             31.



6.6.1.       the proceeds of all realisations effected by the Creditor in terms
             hereof shall be applied in reduction or as the case may be
             satisfaction of our indebtedness for the time being (or any part
             thereof whether then due for payment or not), to the Creditor and
             in particular, without limitation, in the manner contemplated in
             clauses 10 and 11 of the Consortium sale agreement, or at the
             Creditor's option shall be treated as cash security and held by the
             Creditor accordingly until such time as the Creditor may in its
             discretion decide to apply the same in reduction or satisfaction of
             any such indebtedness or any part thereof or any indebtedness which
             may subsequently have become owing by us to the Creditor or be
             partially applied towards our indebtedness for the time being to
             the Creditor and partially treated as cash security as aforesaid;

6.6.2.       to the extent to which the proceeds of any realisation are not to
             be applied or treated as aforesaid, the same shall be paid by the
             Creditor to us or our order on demand;

6.7.      to receive the offer consideration or scheme consideration in exchange
          for the release of the pledged shares;

6.8.      to institute such legal proceedings or other actions as the Creditor
          in its sole and absolute discretion may deem fit in respect of the
          pledged shares and/or ceded claims, on behalf and in the name of
          Randgold, and to proceed to the final and determination thereof;
          and/or

6.9.      to take all such further or other steps as the Creditor may consider
          necessary to deal with the pledged shares and/or the ceded claims.

7.     The exercise by the Creditor of any of its rights in terms of 6 above
       shall not relieve us from our liability to the Creditor for the amount or
       balance of any indebtedness to the Creditor to the extent that the
       proceeds of any such realisation applied for the time being in reduction
       of such indebtedness may fall short of the full amount thereof or from
       any other liability or obligation to the Creditor in terms hereof or
       otherwise arising.

8.     No failure or delay on the part of the Creditor to exercise its rights in
       terms of this Deed of Pledge and Cession shall in any way be deemed to
       constitute a waiver or abandonment by the Creditor of any of its rights
       in terms of this Deed of Pledge and







                                                                             32.


       Cession, all or any of which may be exercised by the Creditor at any time
       from time to time after this Pledge becomes enforceable against us.

9.     We hereby further grant to the Creditor full power and authority on the
       sale or disposal or realisation of the pledged shares or any of them or
       on the exercise by Anglo of its rights in terms of clause 10 and 11 of
       the Consortium sale agreement or in terms of this Deed of Pledge and
       Cession or otherwise, or for the purposes thereof to transfer the same
       and for such purpose insofar as may be necessary to make, sign, execute
       and complete any deeds or documents that may be required to give effect
       thereto and for these purposes we hereby irrevocably and in rem suam
       nominate, constitute and appoint the Creditor or his nominee to be our
       lawful attorney and agent for so long as we may actually or contingently
       be indebted to the Creditor.

10.    If at any time during this pledge and cession, the Creditor becomes
       entitled to exercise its rights under 6 of this Deed of Pledge and
       Cession, we hereby authorise and appoint the Creditor irrevocably and in
       rem suam as our attorney and agent in our name, place and stead to sign
       and execute such documents as may be necessary to enable the Creditor to
       exercise any of the rights granted to it herein.

11.    The Creditor shall be entitled to claim and recover from us on demand or
       to charge to our account with the Creditor all costs, expenses, premiums,
       commissions, charges and other amounts of whatsoever nature which the
       Creditor may incur or pay in or about the exercise of any of its rights
       in terms of this Deed of Pledge and Cession or in terms of the Consortium
       sale agreement, or otherwise.

12.    We hereby absolve the Creditor from all and any liability for any loss,
       damage, fines, taxes or other imposts, penalties or claims of whatsoever
       nature and howsoever arising which we may sustain as a result of the
       exercise by the Creditor of its rights under this Deed of Pledge and
       Cession and particularly in connection with the realisation and transfer
       by the Creditor of the pledged shares or any of them or the omission by
       the Creditor to protect our interest in the pledged shares and/or ceded
       claims or any of them in any way or in respect of any rights attaching
       thereto or by reason of the Creditor's failure or omission to take up or
       collect any rights, dividends, interests, income or other benefits or to
       ensure or protect our interests in any way.

13.    We undertake that we shall not in any way sell, encumber or otherwise
       deal with the pledged shares and/or ceded claims, or attempt to do so,
       whilst they remain pledged to the Creditor, as the case may be, in terms
       of this Deed of Pledge and Cession without the prior written consent of
       the Creditor having first been obtained.







                                                                             33.


14.    A certificate issued by the Creditor as to the indebtedness under or
       secured by this Deed of Pledge and Cession or any other fact shall be
       prima facie evidence of our indebtedness to the Creditor hereunder and of
       all such other facts for the purposes of provisional sentence or summary
       judgment proceedings or for any other purpose.

15.    The Creditor shall be entitled in its absolute discretion to give time
       to, release, discharge or compound or make any other arrangements with
       any third party without in any way prejudicing the Creditor's rights
       hereunder against us.

16.    We hereby choose domicilium citandi et executandi for all purposes of and
       in connection with this Deed of Pledge and Cession at:

       3rd Floor
       28 Harrison Street
       Johannesburg
       2001

       provided that we shall be entitled to change our domicilium from time to
       time, and any new domicilium selected by us shall be situated in the
       Republic of South Africa, 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 Creditor of such change. All notices, demands, communications or
       other payments intended for us shall be made or given at our domicilium
       for the time being and if forwarded by prepaid registered post shall be
       deemed to have been made or given 5 days after the date of posting. The
       provisions of this clause shall not be construed as constituting the post
       office as agent of the Creditor for any purpose and all risk of theft,
       loss or destruction shall remain with us.

17.    In this Deed of Pledge and Cession, unless the context or subject shall
       otherwise require, the singular shall include the plural and the
       masculine shall include the feminine and neuter and reference to persons
       shall include companies.

18.    We undertake to pay all costs of and incidental to the preparation and
       stamping of this Deed of Pledge and Cession.

19.    If any clause or term of this pledge and cession should be invalid,
       unenforceable or illegal, then the remaining terms and provisions of this
       pledge shall be deemed to be severable therefrom and shall continue in
       full force and effect unless such invalidity, unenforceability or
       illegality goes to the root of this pledge.

20.    The rights and obligations of the Creditor in terms of this Deed of
       Pledge and Cession may be exercised or discharged by either or both of
       Anglo and Tawny.






                                                                             34.


       THUS DONE and SIGNED at ___________________________ on this the
       ________________ day of ________________________ 2004

       For and on behalf of

                                          RANDGOLD & EXPLORATION COMPANY LIMITED

       by..........................


       -------------------------------------
       who warrants his authority hereto`