UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
000-29150
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SEC File Number
753009307
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CUSIP Number
NOTIFICATION OF LATE FILING
(Check One) |_| Form 10-K |X| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form
10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2004
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: Not applicable
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in the 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: Relates to entire filing.
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): 3rd Floor, 28
Harrison Street
City, State and Zip Code: Johannesburg, 2001, South Africa
PART II
RULES 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, Form 20-F, 11-K, Form N-SAR, or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, 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 Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or 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, 2004 (the "Registrant's 20-F") due to
the fact that (i) it is awaiting the filing of the Annual Report on
Form 20-F of Randgold Resources Limited for the year ended December 31,
2004 (the "RRL 20-F") in which the Registrant has a significant
investment and the related information to be included in the RRL 20-F
is necessary for the finalization of the Registrant's 20-F and (ii) it
has experienced delays in obtaining information necessary to prepare
the required U.S. GAAP financial statements and to analyze the
financial statements in order to prepare the "Operating and Financial
Review and Prospects" section by June 30, 2005.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Hendrik Christoffel Buitendag +27 11 688 5000
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(Name) (Area Code) (Telephone Number)
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(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 reports been
filed? If 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
hereunto duly authorized.
Date: June 30, 2005 By: /s/ Hendrik Christoffel Buitendag
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Name: Hendrik Christoffel Buitendag
Title: Financial Director
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)
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