SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-29150
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ X ] Form 20-F [ ] Form 10-Q [ ]
Form N-SAR
For Period Ended: December 31, 2002
---------------------------------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: Not Applicable
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
-------------------------
PART I. REGISTRANT INFORMATION
Full name of registrant: Randgold & Exploration Company Limited
------------------------------------
Former name if applicable: Not Applicable
--------------------------
Address of principal executive office (Street and number): 5 Press Avenue
---------------
City, State and Zip Code: Selby, Johannesburg, South Africa
----------------------------------
-1-
PART II. RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
20F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Registrant is unable to file, on the prescribed filing date, without
unreasonable effort and expense, its Annual Report on Form 20-F for the year
ended December 31, 2002, due to the required US GAAP financial statement
preparation taking longer than anticipated, and the resulting inability on the
part of management to analyze the financial statements in order to prepare the
"Operating and Financial Review and Prospects" section by June 30, 2003.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Victor Matfield 011-27-11-309-6070
- --------------------------------------------------------------------------------
(Name) (Telephone number)
-2-
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
RANDGOLD & EXPLORATION COMPANY LIMITED
- --------------------------------------------------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 30, 2003 By: /s/ Victor Matfield
--- -------------------------------------
Victor Matfield
Financial Manager
Instruction. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
-3-