`RANDGOLD SALE AGREEMENT




between




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




and




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


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                                                              [WWB LOGO OMITTED]
                                                           WEBBER WENTZEL BOWENS



                                                                              2.


                                TABLE OF CONTENTS

                                                                           PAGE


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


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


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


4.       SALE OF THE SALE SHARES.............................................9


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


6.       INTEREST...........................................................14


7.       SECURITY ACCOUNT...................................................14


8.       CLOSING............................................................15


9.       BREACH.............................................................15


10.      UNDERTAKINGS.......................................................15


11.      WARRANTIES.........................................................16


12.      GENERAL............................................................17


13.      DOMICILIUM CITANDI ET EXECUTANDI...................................17


14.      CONFIDENTIALITY....................................................19


15.      APPLICABLE LAW AND DISPUTES........................................19


16.      JURISDICTION.......................................................20


17.      COSTS..............................................................21


18.      EXECUTION IN COUNTERPARTS..........................................21



                                                                              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          "AGGREGATE HOLDING OF THE CONTROLLING PARTIES" means:

1.2.2.1             in the period from the signature date up to and including
                    the rights offer date, the aggregate number of ordinary
                    shares held by all the controlling parties as at the
                    signature date ("THE INITIAL HOLDING");

1.2.2.2             after the rights offer date, the aggregate of the initial
                    holding of the controlling parties and all the ordinary
                    shares acquired by any of the controlling parties in terms
                    of, or any underwriting commitments made in respect of, the
                    rights offer;

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

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



                                                                              4.


1.2.5          "CLOSING DATE" means 3 business days after the fulfilment of all
               the conditions precedent;

1.2.6          "THE CODE" means the Securities Regulation Code on Takeovers and
               Mergers;

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

1.2.8          "COMPETITION ACT" means the Competition Act, 1998 (Act 89 of
               1998) (as amended from time to time);

1.2.9          "CONCERT PARTY" means any party acting in concert, as defined in
               terms of the Code, with any other party;

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

1.2.11         "CONSORTIUM SALE AGREEMENT" means the sale of shares agreement to
               be entered into amongst Tawny Eagle Holdings (Pty) Ltd, the
               seller, Chestnut and the purchaser, simultaneously with the
               entering into by the parties of this sale of shares agreement;

1.2.12         "CONTROLLING PARTIES" means JCI, Randgold or Randgold Resources
               Limited and for the purposes of 1.2.2 and 5.6.1.1 shall mean any
               of them or any combination of them;

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

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

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

1.2.16         "MANDATORY OFFER" means a mandatory offer to the minorities in
               terms of Rule 8 of the Code;

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



                                                                              5.

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

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

1.2.20         "ORDINARY SHARES" means ordinary shares of R1 each in the capital
               of the company;

1.2.21         "PARTIES" means each of the purchaser and the seller;

1.2.22         "PLEDGE" means the deed of pledge and cession annexed as Schedule
               1 to the consortium sale agreement;

1.2.23         "PRIME" means the published prime bank overdraft rate, on a
               nominal annual compounded monthly in arrears basis, as charged
               and calculated by The Standard Bank of South Africa Limited to
               its corporate customers in respect of overdraft facilities from
               time to time as certified by any manager of such bank, whose
               appointment and authority it shall not be necessary to prove;

1.2.24         "PURCHASE PRICE" means the price payable for the sale shares,
               being R197 580 000,00, subject to adjustment in terms of
               clause 5;

1.2.25         "PURCHASE PRICE PER SALE SHARE" means R37,50, subject to
               adjustment in terms of clause 5;

1.2.26         "RIGHTS OFFER" means the renounceable rights offer of
               approximately 13 172 042 new ordinary shares of R1 each at a
               subscription price of approximately 3 050 cents per share
               currently being prepared by the company;

1.2.27         "RIGHTS OFFER DATE" means the date on which all shares to be
               issued pursuant to the rights offer or the commitments made by
               any underwriter to the rights offer have been issued;

1.2.28         "SALE SHARES" means 5 268 800 ordinary shares of R1,00 each in
               the company;



                                                                              5.

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

1.2.30         "SELLER'S ATTORNEYS" means Webber Wentzel Bowens;

1.2.31         "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;

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

1.2.33         "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;



                                                                              7.

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 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 5, 10 and 12 to 18 (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       Anglo beneficially owns and wishes to sell the sale shares.

2.2       The purchaser wishes to purchase 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, 5.7
          (the last sentence), 9, 10 and clauses 12 to 18 (both inclusive),
          which shall be of immediate force and effect), shall be subject to the
          fulfilment of the conditions precedent that, by not later than 15 June
          2004:

3.1.1          the consortium sale agreement shall have been entered into by the
               parties thereto and the conditions precedent to the consortium
               sale agreement (save in respect of the condition relating to the
               entering into and fulfilment of the conditions precedent of this
               agreement) shall have been fulfilled;



                                                                              8.

3.1.2          the purchaser shall have received and furnished Anglo with a copy
               of the written unconditional approval, confirmation and consent
               of the SRP in respect of the entering into of this agreement
               without any obligation on the part of the purchaser and/or JCI to
               make a mandatory offer to the minorities, notwithstanding that
               JCI and/or its concert party or parties shall have acquired, in
               addition to the sale shares, a number not exceeding 4.8 million
               shares in the issued share capital of the company, as a result of
               JCI being the underwriter in respect of the rights offer, over
               and above the shares in the company which the purchaser and JCI
               shall receive by following their rights in terms of the rights
               offer. It is recorded, for the avoidance of doubt, that JCI and
               the purchaser are concert parties for the purposes of this
               agreement.

3.2       In addition to the conditions precedent in clause 3.1, this entire
          agreement (save for the provisions of clauses 3, 4.3, 5.7 (the last
          sentence), 9, 10 and clauses 12 to 18 (both inclusive), which shall be
          of immediate force and effect, and save in respect of the provisions
          of clauses 5.1, 5.2 and 5.3 which shall become of force and effect on
          the fulfilment of the conditions precedent in clause 3.1) shall be
          subject to the fulfilment of the condition precedent that, by not
          later than 30 September 2004, the purchaser shall have received the
          written unconditional approval of the Competition Commission, and if
          required in terms of the Competition Act, the recommendation of the
          Competition Commission and the unconditional approval of the
          Competition Tribunal (as the case may be) in terms of Chapter 3 of the
          Competition Act in respect of the acquisition by the purchaser of the
          sale shares.

3.3       The purchaser shall use its reasonable commercial endeavours to ensure
          that the conditions precedent are fulfilled timeously. Without
          limiting the generality of the foregoing, the purchaser shall, at its
          cost, comply with all of the obligations in respect of the
          notification of a merger in terms of Chapter 3 of the Competition Act
          and shall take all reasonable steps and do all things reasonably
          required of it to procure fulfilment of the condition precedent in
          clause 3.2.

3.4       If any of the conditions precedent is not fulfilled by the dates by
          which such condition is required to be fulfilled as specified in
          respectively clause 3.1 and 3.2, or such later date as the parties may
          agree in writing in respect of the



                                                                              9.

          relevant condition precedent, the provisions of clauses 3, 4.3, 9, 5.7
          (the last sentence), 10 and clauses 12 to 18 (both inclusive)
          (together "THE SAVED CLAUSES") shall continue to be of force and
          effect but the remainder of this agreement shall never become
          effective (and for the purposes of clause 5.3 shall be deemed to have
          failed), provided that if the conditions precedent referred to in
          clause 3.1 have been fulfilled but the condition precedent referred to
          in clause 3.2 has not been fulfilled, clauses 5.1, 5.2 and 5.3 shall
          be included in the saved clauses.

4.        SALE OF THE SALE SHARES

4.1       The seller sells to the purchaser which purchases the sale shares for
          the purchase price payable in the manner referred to 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 (including beneficial
          ownership) attaching to them shall pass to the purchaser.

4.3       The purchaser shall on the signature date furnish the seller with
          details of its CSDP and the security account into which it requires
          the sale shares to be transferred. The purchaser shall not change such
          CSDP without the prior written approval of Anglo, which approval shall
          not be unreasonably withheld or delayed.

5.        PAYMENT OF AND ADJUSTMENT TO THE PURCHASE PRICE

5.1       The purchaser shall pay the purchase price, together with interest
          accrued thereon in full, to the seller's attorney's trust account by
          not later than the 10th business day after the conditions precedent in
          clause 3.1 have been fulfilled. Transfer of all amounts described in
          this clause 5.1 shall be made in immediately available funds, without
          set-off or deduction.

5.2       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:



                                                                             10.

5.2.1          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;

5.2.2          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 8.1.

5.3       If the condition precedent referred to in 3.2 has not been fulfilled
          and this agreement fails as a consequence thereof, the seller's
          attorneys shall be instructed by the seller 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 attorneys of written
          confirmation from the purchaser and the seller of non-fulfilment of
          such condition precedent and such failure of this agreement, and the
          indemnity given by the seller to the purchaser in terms of clause 5.2
          shall apply mutatis mutandis in respect of such instruction.

5.4       Subject to clauses 5.5, 5.6 and 5.7, if during the period from the
          signature date to 180 days after the closing date (as defined in the
          consortium sale agreement):

5.4.1          the purchaser or any concert party of the purchaser (including
               without limitation JCI and Randgold Resources Limited) 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

5.4.2          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



                                                                             11.

          per sale share in terms of clauses 5 and 6, the purchase price per
          sale share shall, if the seller shall have made an election in terms
          of clause 5.7 to apply the provisions of clause 5.4, 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, or the scheme is sanctioned by the
          court in terms of the Act, or such offer becomes unconditional and
          closes or after the excess is determined in accordance with clause
          5.4.4, as the case may be, provided that:

5.4.3          if the consideration payable for the acquisition or offer or
               scheme or sale:

5.4.3.1             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;

5.4.3.2             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 5.4.3.1);

5.4.3.3             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 5.4.3.1);

5.4.4          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.



                                                                             12.

5.5       If the purchaser accepts any offer (as defined in 5.4.2) after the
          closing date, receives the consideration payable in terms of the offer
          ("OFFER CONSIDERATION") and if the offer consideration comprises:

5.5.1          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 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

5.5.2          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

5.5.3          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;

5.5.4          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.

5.6       The provisions of clause 5.4 shall not apply:

5.6.1          to any corporate restructuring in terms whereof:



                                                                             13.

5.6.1.1             the 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

5.6.1.2             the whole of the business and/or the assets shall be
                    acquired by the controlling parties;

5.6.2          any acquisition or sale by any of the controlling parties of
               ordinary shares on the JSE Securities Exchange South Africa, as
               part of their normal business of trading in the company's shares
               or into a level one sponsored American Depository Receipt
               Programme in respect of the ordinary shares, provided that the
               aggregate holding of the controlling parties at any time shall
               not, as a consequence of any such sale or acquisition, increase
               or decrease by more than 1% of the issued ordinary share capital
               of the company as at the signature date or if the rights offer
               occurs, the rights offer date;

5.6.3          any ordinary shares which are the subject of a bona fide scrip
               lending arrangement to which any of the controlling parties is a
               party, provided that the aggregate holding of the controlling
               parties shall not, as a consequence of any such arrangement,
               increase or decrease by more than 4% of the issued ordinary share
               capital of the company as at the signature date and if the rights
               offer occurs, on the rights offer date.

5.7       The purchaser shall forthwith notify the seller in writing of any
          proposed acquisition, sale, offer or scheme contemplated in 5.4 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 5.4 shall apply or not. If the seller fails to
          make such election it shall be deemed to have elected that the
          provisions of 5.4 shall not apply. If the seller shall have elected or
          be deemed to have elected that the provisions of 5.4 shall not apply
          then the seller shall not be precluded from again claiming an
          adjustment of the purchase price in terms of clauses 5.4 and this 5.7
          (and the purchaser shall be obliged to again comply with the
          provisions of this clause 5.7). Should the seller elect that the



                                                                             14.

          provisions of 5.4 shall apply and if the seller has been paid the
          excess in terms of 5.4 the seller shall not be entitled to claim a
          further adjustment of the purchase price in terms of 5.4. 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 5.7 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 5.4 shall
          apply.

5.8       In the event that the purchaser shall have sold the option shares, or
          any of them ("THE SOLD SHARES") to Chestnut 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 consortium sale agreement to
          the seller and the sold shares have been released from the pledge, the
          provisions of this clause 5 shall, with effect from the date of the
          release of the sold shares from the pledge not apply to the sold
          shares, it being recorded, for the avoidance of doubt, that in terms
          of the consortium sale agreement, Chestnut shall be obliged to pay to
          Anglo an amount in respect of the sold shares determined in accordance
          with clause 5 of the consortium sale agreement.

6.        INTEREST

          Interest on the purchase price shall accrue at prime plus 150 basis
          points from 1 April 2004 to the date of the payment of the purchase
          price and interest in terms of 5.1, both days inclusive.

7.        SECURITY ACCOUNT

          The purchaser shall on or before the closing date deliver to the
          seller an irrevocable undertaking from the purchaser's CSDP to:

7.1       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

7.2       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



                                                                             15.

          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.

8.        CLOSING

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

8.1       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 into the security account;

8.2       the seller's attorney shall pay to the seller the trust funds; and

8.3       the purchaser shall deliver to the seller the pledge executed by it
          together with all such documents, in a form reasonably satisfactory to
          the seller, necessary to enable the seller to exercise its rights in
          terms of the pledge.

9.        BREACH

          Should either party ("THE DEFAULTING PARTY") commit a breach of any of
          the provisions hereof (other than a failure of the purchaser to pay
          the purchase price plus interest in accordance with the provisions of
          5.1 for which no notice will be required), then the other party ("THE
          AGGRIEVED PARTY") shall, if it wishes to enforce its rights hereunder,
          be obliged to give the defaulting party 7 days written notice to
          remedy the breach. If no notice is required in respect of any breach,
          or if the defaulting party fails to comply with such notice, the
          aggrieved party shall be entitled to cancel this agreement against the
          defaulting party or to claim immediate payment and/or performance by
          the defaulting party of all of the defaulting party's obligations
          whether or not the due date for payment and/or performance shall have
          arrived, in either event without prejudice to the aggrieved party's
          rights to claim damages. The foregoing is without prejudice to such
          other rights as the aggrieved party may have at law or in terms of
          this agreement.

10.       UNDERTAKINGS

10.1      Subject to clause 10.2, the seller hereby irrevocably and
          unconditionally undertakes not to follow its rights in terms of the
          rights offer.



                                                                             16.

10.2      If either this agreement or the consortium sale agreement, or both
          this agreement and the consortium sale agreement is/are cancelled or
          is/are terminated or is/are not completed (collectively
          "CANCELLATION") for any reason whatsoever by their respective closing
          dates, the purchaser shall, if the seller so requires by written
          notice delivered to the purchaser by not later than 30 business days
          after cancellation ("PURCHASE DATE") of either this agreement or the
          consortium sale agreement or both this agreement and the consortium
          sale agreement and against simultaneous payment in immediately
          available funds, without set-off or deduction of the rights offer
          price of R30,50 per share together with interest thereon, procure,
          forthwith after receipt of such notice, that so many shares in the
          company are transferred to the seller as are specified in the notice
          ("THE RIGHTS OFFER SHARES") but limited to 2 375 913 ordinary shares
          in the company. The purchase price for such shares shall be R30,50 per
          share and such price shall attract interest at prime for the period
          from 5 days following the latest possible date that the seller would
          have been required to pay for those shares in terms of the rights
          offer to date of payment by the seller to the purchaser in terms of
          this clause 10.2, both days inclusive. All costs of transferring those
          shares to the seller including any stamp duty or uncertificated
          securities, tax or brokerage fees shall be for the account of the
          purchaser.

10.3      The purchaser gives the seller the same warranties in respect of the
          rights offer shares as are given by the seller to the purchaser in
          terms of 11 of this agreement for which purpose "the date of
          signature" referred to in 11 shall be replaced by the date of purchase
          of the shares in terms of this clause 10.3.

11.       WARRANTIES

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

11.1.1         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

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



                                                                             17.

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

12.       GENERAL

12.1      This agreement constitutes the whole agreement between the parties
          relating to the subject matter hereof.

12.2      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.

12.3      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.

12.4      To the extent permissible by law neither 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.

13.       DOMICILIUM CITANDI ET EXECUTANDI

13.1      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 :-



                                                                             18.

13.1.1         Randgold:

                   Physical:       3rd Floor, 28 Harrison Street
                                   Johannesburg
                                   2001

                   Postal:         P O Box 11165
                                   Johannesburg
                                   2000

                   Telefax:        (011) 834-2446

13.1.2         Anglo:

                   Physical:       44 Main Street
                                   Johannesburg
                                   2001

                   Postal:         P O Box 61587
                                   Marshalltown
                                   2107

                   Telefax:        (011) 638-2455

                   Attention:      Company Secretary

13.2      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.

13.3      Either party may by notice to the 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.

13.4      any notice to a party :-

13.4.1         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



                                                                             19.

               received on the 14th business day after posting (unless the
               contrary is proved);

13.4.2         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

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

13.5      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.

14.       CONFIDENTIALITY

          Neither party hereto 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 the SRP or save as required by law,
          provided that in each such case the party required to publish will use
          its reasonable commercial endeavours to give the other party prior
          notice of the contents of the required publication.

15.       APPLICABLE LAW AND DISPUTES

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

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

15.2.1         the interpretation of; or

15.2.2         the carrying into effect of; or

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



                                                                             20.

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

15.2.5         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.

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

15.4      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.

15.5      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.

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

15.7      Either 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.

16.       JURISDICTION

          Without in any way limiting or derogating from the provisions of
          clause 15 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.

17.       COSTS

17.1      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.

17.2      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;

17.3      The purchaser shall bear the costs and fees of any regulatory or other
          approvals that are required in order to implement this transaction.

18.       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
                                         --------------------------------------
                                        for ANGLO SOUTH AFRICA CAPITAL
                                        (PROPRIETARY) LIMITED


9 June 2004         Johannesburg
                                         --------------------------------------
                                        for RANDGOLD & EXPLORATION COMPANY
                                        LIMITED`