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FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13a-6 or 15d-16
of the Securities Exchange Act of 1934
For the month of: May 2005
000-29150
(Commission File Number)
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Randgold & Exploration Company Limited
(Translation of registrant's name into English)
28 Harrison Street, Johannesburg, South Africa
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by regulation S-T Rule 101(b)(1); |_|
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by regulation S-T Rule 101(b)(7); |_|
Indicate by check mark whether by furnishing the information contained
on this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____.
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On May 6, 2005, Randgold & Exploration Company Limited ("Randgold &
Exploration") issued a directorate announcement regarding certain directorate
resignations on its board pursuant to the JSE Securities Exchange South Africa
Listing Requirements. A copy of the disclosure is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Special Note Regarding Forward-Looking Statements
Certain statements contained in the exhibits incorporated by reference herein,
as well as oral statements that may be made by Randgold & Exploration or by
officers, directors or employees acting on its behalf related to such
information, contain "forward-looking statements" regarding Randgold &
Exploration's operations, economic performance and financial condition within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995,
specifically Section 27A of the U.S. Securities Act of 1933 and Section 21E of
the U.S. Securities Exchange Act of 1934. All statements, other than statements
of historical facts, are "forward-looking statements." This includes those
concerning the economic outlook for the mining industry, expectations regarding
commodity prices, the completion and commencement of commercial operations of
certain of Randgold & Exploration's exploration and production investments, its
liquidity and capital resources and its expenditures. No assurance can be given
that such expectations will prove to be correct. Actual results could differ
materially from those implied by or set out in the forward-looking statements.
Among other factors, this could be as a result in changes in economic and market
conditions, the success of business and operating initiatives, including
development of mining operations, changes in regulatory environment and other
government actions, fluctuations in commodity prices and exchange rates,
business and operational risk management and the risks identified in Item 3 of
Randgold & Exploration's most recent annual report on Form 20-F filed with the
U.S. Securities Exchange Commission (the "SEC") and its other filings and
submissions with the SEC. All forward-looking statements attributable to
Randgold & Exploration, or persons acting on its behalf, are qualified in their
entirety by these cautionary statements.
Exhibit Description
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99.1 Directorate Announcement, dated May 6, 2005, issued by Randgold
& Exploration Company Limited ("Randgold & Exploration")
regarding certain directorate resignations on its board pursuant
to the JSE Securities Exchange South Africa Listing
Requirements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RANDGOLD & EXPLORATION COMPANY LIMITED
By: /s/ Patricia Beatrice Beale
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Name: Patricia Beatrice Beale
Title: Company Secretary
Date: June 2, 2005