SALE OF SHARES AND LOAN CLAIMS AGREEMENT
BETWEEN
NORMANDY LaSOURCE SAS
AND
RANDGOLD RESOURCES LIMITED
TABLE OF CONTENTS
CLAUSE PAGE
1. PARTIES ........................................................... 2
2. INTERPRETATION .................................................... 2
3. INTRODUCTION ...................................................... 4
4. PURCHASE AND SALE ................................................. 4
5. PURCHASE PRICE .................................................... 4
6. PAYMENT OF THE PRICE .............................................. 5
7. CLOSING ........................................................... 5
8. WARRANTIES ........................................................ 6
9. BENEFIT AND RISK .................................................. 6
10. TRANSACTION INDIVISIBLE ........................................... 6
11. BREACH ............................................................ 6
12. COSTS ............................................................. 7
13. TAX ............................................................... 7
14. DOMICILIUM ........................................................ 8
15. GOVERNING LAW ..................................................... 9
16. DISPUTE RESOLUTION ................................................ 9
17. GENERAL ........................................................... 10
2
1. PARTIES
1.1 NORMANDY LaSOURCE SAS
1.2 RANDGOLD RESOURCES LIMITED
2. INTERPRETATION
2.1 The headnotes to the paragraphs in this Agreement are for reference
purposes only and shall not affect the interpretation of any part
hereof.
2.2 Unless inconsistent with the context, the words and expressions set
forth below shall bear the following meanings:
"the Act" the English Companies Act, 1973, as
amended, at the signature date;
"this Agreement" this Sale of Shares and Loan Claims
Agreement;
"Business Day" any day other than a Saturday, Sunday or
official public holiday in England;
"the Company" Societe des Mines de Loulo SA, a
company incorporated in Mali;
"the Closing Date" 30 April 2001, or such later date as the
Parties may agree in writing;
3
"the Loan Claims" Loan Claims in respect of cash advanced
for exploration funding from 1 January
1998 to the Signature Date owed by the
Company to the Seller;
"the Purchaser" Randgold Resources Limited, a company
registered in Jersey, Channel Islands,
registration number 62686;
"the Seller" Normandy LaSource SAS, a company
registered in France;
"the Shares" 61 857 ordinary shares in the issued
share capital of the Company,
representing 29% of the entire issued
share capital of 213 300 shares of the
Company;
"the Signature Date" the date of last signature of this
Agreement;
"the State" the Republic of Mali;
2.3 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 of this agreement.
2.4 Unless inconsistent with the context, an expression which denotes:
2.4.1 any gender includes the other genders;
2.4.2 a natural person includes an artificial person and vice versa;
4
2.4.3 the singular includes the plural and vice versa;
2.4.4 words and expressions defined in the Act will have the same
meaning when used herein.
3. INTRODUCTION
3.1 THE SELLER -
3.1.1 is the beneficial owner of the Shares and the Loan Claims and is
entitled to dispose of same;
3.1.2 wishes to sell the Shares and the Loan Claims upon the terms and
conditions contained in this agreement.
3.2 The Purchaser wishes to purchase the Shares and the Loan Claims upon
the terms and conditions contained in this agreement.
4. PURCHASE AND SALE
The Seller hereby sells to the Purchaser which hereby purchases with effect
from the Closing Date the Shares and the Loan Claims.
5. PURCHASE PRICE
The purchase price payable by the Purchaser to the Seller for the Shares
and the Loan Claims shall be US$2 million (two million United States
dollars).
5
6. PAYMENT OF THE PRICE
6.1 The Purchaser shall pay the Seller the purchase price set out in
clause 5 by cheque free of commission and other charges on the
Closing Date at such place as the Seller shall instruct the Purchaser
in writing against delivery and cession of the Shares and the Loan
Claims.
6.2 Since July 1999, the Seller has not funded the Company. Cash calls of
around USD 200 000 were made by the Company to the Seller and not
funded by the Seller. Once closure has been fully performed, the
Purchaser and/or the Company will have no claims against the Seller
for any outstanding funding for exploration expenditure on the
Company's permits.
7. CLOSING
ON THE CLOSING DATE:-
7.1 The Seller will deliver to the Purchaser:
7.1.1 The signed Loan Claims assignment form in respect of the Loan
Claims, in the form attached hereto as Annexure "A";
7.1.2 The signed share transfer form in favour of the Purchaser in
respect of the Shares;
7.1.3 The written resignation of the Company's directors appointed by
the Seller or a letter from the Seller to the Company withdrawing
the Seller's appointees' mandate;
6
7.1.4 The approval of the Sellers Board of Directors to this agreement.
7.2 The Purchaser, against delivery of the documents in 7.1.1 to 7.1.4
will deliver the purchase consideration to the Seller.
8. WARRANTIES
8.1 The Seller warrants that it is the legal holder of the Shares and the
Loan Claims, it validly exists and has due authorisation.
8.2 The Purchaser warrants that it has disclosed to the Seller all
material facts and circumstances in relation to the Company's Loulo
Project, it validly exists and has due authorisation.
9. BENEFIT AND RISK
Ownership, the benefit in and risk relating to the Shares and the Loan
Claims shall pass to the Purchaser on delivery and cession and payment on
the Closing Date.
10. TRANSACTION INDIVISIBLE
All the transactions and arrangements contained or contemplated in terms of
this Agreement constitute a single and indivisible transaction.
11. BREACH
Should either Party ("the Defaulting Party") commit a breach of any of the
provisions hereof, then the other Party ("the Aggrieved Party") shall, if
it wishes to
7
enforce its rights hereunder, be obliged to give the Defaulting Party 14
days written notice to remedy the breach. 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 to 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 aforegoing is without prejudice to
such other rights as the Aggrieved party may have at law; provided always
that, notwithstanding anything to the contrary contained in this
agreement, the Aggrieved Party shall not be entitled to cancel this
agreement for any breach by the Defaulting Party unless such breach is a
material breach going to the root of this agreement and is incapable of
being remedied by a payment in money, or if it is capable of being remedied
by a payment in money, the Defaulting Party fails to pay the amount
concerned within 14 days after such amount has been finally determined.
12. COSTS
Each of the Parties shall bear its own costs of and incidental to the
negotiations, preparation and execution of this agreement.
13. TAX
Any tax, registration fee, stamp duty payable in connection with the
transfer of the Shares and Loan Claims which are due in Mali shall be
paid by the Purchaser. The Purchaser will be responsible to make all
registration and declarations formalities and payments required by the
Malian tax law and will indemnify the Seller for any consequence of these
obligations.
8
14. DOMICILIUM
14.1 The Parties hereto choose domicilia citandi et executandi for all
purposes of an in connection with this agreement as follows --
NORMANDY LaSOURCE SAS: 00 Xxxxxx xx Xxxxx
00000 Xxxxxxx Cedex 1
FRANCE
14.2 RANDGOLD RESOURCES LIMITED: La Motte Xxxxxxxx
Xx Xxxxxx
Xxxxxx
XXXXXXX XXXXXXX
XX0 0XX
14.3 Either Party hereto shall be entitled to change its domicilium
from time to time, provided that any new domicilium selected by it
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 other Party
of such change.
14.4 All notices, demands or communications intended for either Party shall
be made or given as such Party's domicilium for the time being.
14.5 A notice sent by one Party to another shall be deemed to be
received --
14.5.1 one the same day, if delivered by hand;
14.5.2 on the same day of transmission if sent electronically or by
telefax and if sent by telefax with receipt received confirming
completion of transmission;
14.5.3 on the 20th Business Day after posting, if sent by prepaid
registered mail.
9
14.6 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.
15. GOVERNING LAW
The entire provisions of this agreement shall be governed by and construed
in accordance with the laws of England.
16. DISPUTE RESOLUTION
16.1 Any dispute between the Parties in regard to:-
16.2 the interpretation of;
16.2.1 the effect of;
16.2.2 the Parties' respective rights and obligations under;
16.2.3 a breach of;
16.2.4 any mater arising out of;
this agreement shall be referred to a Special Committee ("the Special
Committee") consisting of three representatives respectively of the
Seller and the Purchaser. The Special Committee shall meet as soon as
possible after referral of the dispute to it, and shall use its bona
fide best efforts to resolve the dispute.
10
16.3 In the event that the Special Committee shall have failed, for
whatever reason, to resolve the dispute by not later than 10 (ten)
Business Days after the dispute shall first have arisen, the dispute
shall be referred to the Chief Executive Officers respectively of the
Seller and the Purchaser. The Chief Executive Officers shall meet as
soon as possible after referral of the dispute to them, and shall use
their respective best efforts to resolve the dispute.
16.4 In the event that the Chief Executive Officers shall fail, for
whatever reason, to resolve the dispute, the dispute shall be decided
by arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce, by an Arbitrator appointed in
accordance with such Rules. The arbitration shall be held in Paris.
17. GENERAL
17.1 This agreement constitutes the sole record of the agreement between
the Parties in regard to the subject matter thereof.
17.2 Neither Party shall be bound by any express or implied term,
representation, warranty, promise or the like, not recorded herein.
17.3 No addition to, variation or consensual cancellation of this agreement
shall be of any force or effect unless in writing and signed by or on
behalf of both the Parties.
17.4 No indulgence which either of the Parties ("the Grantor") may grant to
the other ("the Grantee") shall constitute a waiver of any of the
rights of the Grantor, who shall not thereby be precluded from
exercising any rights against the Grantee which might have arisen in
the past or which might arise in the future.
11
17.5 The Parties undertake at all times to do all such things, to perform
all such acts and to take all such steps and to procure the doing of
all such things, the performance of all such actions and the taking of
all such steps as may be open to them an necessary for or incidental
to the putting into effect or maintenance of the terms, conditions and
import of this agreement.
17.6 Neither Party shall be entitled to cede, assign or otherwise transfer
all or any of its rights, interest or obligations under and in terms
of this agreement except with the prior written consent of the other
Party.
Signed at Paris on 27 april 2001.
For and on behalf of:
NORMANDY LaSOURCE SAS
/s/ [ILLEGIBLE]
_________________________________
by /s/ T. KAIOUN
_________________________________
who warrants his authority hereto
Signed at Jersey on 19 APRIL 2001.
For and on behalf of:
RANDGOLD RESOURCES LIMITED
/s/ DM. XXXXXXX
_________________________________
by /s/ DM. XXXXXXX
_________________________________
/s/ X. XXXXXXXX
_________________________________
by /s/ D. AHSWORTH
_________________________________
who warrant their authority hereto
ANNEXURE "A"
FORM OF ASSIGNMENT
Date:
FOR VALUE RECEIVED, we hereby sell, assign and transfer to Randgold Resources
Limited all of our rights in respect of all of our loan to Societe des Mines
de Loulo S.A ("SOMILO") in the aggregate outstanding amount of US$ 1 254 802
(one million two hundred and fifty four thousand eight hundred and two US
Dollars).
/s/ [ILLEGIBLE]
_____________________
For and on behalf of:
NORMANDY LaSOURCE SAS
Witness:_____________
