6-K

        

	FORM 6-K
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

	Pursuant to Section 13a-6 or 15d-16
of the Securities Exchange Act of 1934

For the month of: August 2005

000-29150

(Commission File Number)

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-_____.

        

On August 30, 2005, Randgold & Exploration Company Limited (“Randgold & Exploration”) issued an announcement regarding certain directorate resignations and changes on its board, pursuant to the JSE Securities Exchange, South Africa Listing Requirements and mentioning that Randgold & Exploration’s audited annual report will be posted to shareholders on or about 15 September 2005, at which time Randgold & Exploration will apply to the JSE Securities Exchange, South Africa for the suspension of its shares on the JSE Securities Exchange, South Africa to be lifted. A copy of the announcement 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, constitute or are based on “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, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. 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 of 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.

You should not place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to Randgold & Exploration, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. Moreover, unless Randgold & Exploration is required by law to update these statements, Randgold & Exploration will not necessarily update any of these statements after the date of this report, either to conform them to actual results or to changes in its expectations.

Exhibit Description

99.1 Announcement, dated August 30, 2005, issued by Randgold & Exploration regarding certain directorate resignations and changes on its board, pursuant to the JSE Securities Exchange, South Africa Listing Requirements and mentioning that Randgold & Exploration’s audited annual report will be posted to shareholders on or about 15 September 2005, at which time Randgold & Exploration will apply to the JSE Securities Exchange, South Africa for the suspension of its shares on the JSE Securities Exchange, South Africa to be lifted.

SIGNATURE

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, as amended, 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
	Name: Patricia Beatrice Beale
	Title: Company Secretary

Date: August 31, 2005

EX-99.A

Exhibit 99.1

RANDGOLD & EXPLORATION COMPANY LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1992/005642/06)

Share code: RNG (suspended) ISIN: ZAE000008819

Nasdaq trading symbol: RANGY

(“Randgold”)

Directorate changes on the board of Randgold

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited (“the JSE”), Randgold advises that, with effect from close of business on 24 August 2005, the following changes took place:

Resignations

Mr R A R Kebble (in his capacity as Non-Executive Chairman),

Mr R B Kebble (in his capacity as the Chief Executive Officer), and

Mr L R Ncwana (in his capacity as a Non-Executive Director) have resigned.

Mr H C Buitendag (in his capacity as Financial Director) has retired, with effect from the same date.

Appointments

The following directors have been appointed to the Randgold board with effect from the same date:

Mr P H Gray (Chief Executive Officer); and

Mr J C Lamprecht (Financial Director).

Proposed new appointments

Mr D M Nurek	Independent Non-Executive Chairman
Mr S E Abrahams	Independent Non-Executive Director
Mr D E Jowell	Independent Non-Executive Director

The abovementioned proposed appointments will be advised in due course.

An additional non-executive director will also be appointed in due course.

The Randgold board as currently constituted is as follows:

Peter Henry Gray		Chief Executive Officer
John Chris Lamprecht		Financial Director
Matsehoa Brenda Madumise	Independent Non-Executive Director
Andrew Christoffel Nissen		Independent Non-Executive Director

Listing of Randgold

It is anticipated that Randgold’s audited annual report will be posted to shareholders on or about 15 September 2005, at which time Randgold will apply to the JSE for the suspension of its shares on the JSE to be lifted.

30 August 2005

Johannesburg

Sponsor

Sasfin Corporate Finance

A division of Sasfin Bank Limited