~~FORM 6-K~~ UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

~~Pursuant~~PURSUANT toTO ~~Section~~RULE 13a-616 orOR 15d-16 ~~of the Securities Exchange Act of 1934~~

~~For~~UNDER ~~the~~THE ~~month~~SECURITIES ~~of:~~EXCHANGE ~~August~~ACT ~~2005~~OF 1934

For the month of: June 2006

000-29150

(Commission File Number)

Randgold & Exploration Company Limited ~~(Translation of registrant’s name into English)~~

(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 ana ~~announcement~~media ~~regarding~~statement, ~~certain~~dated ~~directorate~~June ~~resignations~~13, 2006, announcing that Randgold & Exploration released a report to the shareholders prepared by Umbono Financial Advisory Services and ~~changes~~a notice calling a general meeting on ~~its~~30 ~~board,~~June ~~pursuant~~2006 stating that an independent mediation panel has been appointed to resolve the ~~JSE~~claims ~~Securities~~and ~~Exchange,~~counterclaims ~~South~~between ~~Africa~~Randgold ~~Listing~~& ~~Requirements~~Exploration and ~~mentioning~~JCI, ~~that~~which may vary from those set out in Randgold & Exploration’s ~~audited~~provisional ~~annual~~unaudited ~~report~~and ~~will~~unreviewed beresults ~~posted~~published toon ~~shareholders~~31 onMarch or2006 ~~about~~and 15that ~~September~~nominees ~~2005,~~of atadditional ~~which~~persons ~~time~~to be appointed to Randgold & Exploration’s ~~will~~board ~~apply~~of todirectors ~~the~~will ~~JSE~~be ~~Securities~~submitted ~~Exchange,~~to ~~South~~the ~~Africa~~shareholders for ~~the~~consideration ~~suspension~~and ofapproval ~~its~~at ~~shares on~~ the ~~JSE~~forthcoming ~~Securities~~Annual ~~Exchange,~~General ~~South~~Meeting ~~Africa~~scheduled tofor be28 ~~lifted.~~September 2006. A copy of the ~~announcement~~media isstatement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The media statement contains forward-looking statements regarding Randgold & Exploration and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Randgold & Exploration issued a notice, dated June 13, 2006, announcing that a general meeting of Randgold & Exploration will be held on Friday, 30 June 2006 and that a notice convening the general meeting and documentation relating thereto will be posted to shareholders on 13 June 2006, for the purposes of informing shareholders of the circumstances and events insofar as they could be ascertained, which gave rise to: (i) the suspension of the listing of Randgold & Exploration’s ordinary shares on the JSE Limited; (ii) the delisting of Randgold & Exploration’s securities from the Nasdaq National Market; (iii) the restructuring of the board of Randgold & Exploration on 24 August 2005; (iv) the resignation of Messrs Charles Orbach and Company and the appointment of KPMG Inc; (v) the forensic audit that was undertaken by Umbono Financial Advisory Services (Pty) Limited and the results of the investigation; (vi) the recovery of Randgold & Exploration assets from individuals and other entities; (vii) the terms of the proposed mediation between Randgold & Exploration and JCI Limited. The notice also announces that an independent mediation panel has been appointed to resolve the claims and counterclaims between Randgold & Exploration and JCI, which may vary from those set out in Randgold & Exploration’s provisional unaudited and unreviewed results published on 31 March 2006 and that nominees of additional persons to be appointed to Randgold & Exploration’s board of directors will be submitted to the shareholders for consideration and approval at the forthcoming annual general meeting scheduled for 28 September 2006. A copy of the notice is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The notice contains forward-looking statements regarding Randgold & Exploration and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Randgold & Exploration issued a circular and a notice of general meeting to be held on June 30, 2006 and the documentation relating thereto was posted to shareholders on June 13, 2006. A copy of the circular and notice is attached hereto as Exhibit 99.3 and is incorporated herein by reference. The circular and notice contain forward-looking statements regarding Randgold & Exploration and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

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’s ~~or by~~ officers, directors or employees acting on its behalf ~~related~~relating to such information, ~~constitute~~contain ~~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~~These ~~includes~~include, without limitation, those statements concerning the ~~economic~~fraud ~~outlook~~and ~~for~~misappropriation ~~the~~that ~~mining~~are ~~industry,~~alleged ~~expectations~~to ~~regarding~~have ~~commodity~~occurred ~~prices,~~and the ~~completion~~time ~~and~~periods ~~commencement~~affected ofthereby; ~~commercial~~the ~~operations~~ability of ~~certain~~ of Randgold & Exploration’s ~~exploration~~to ~~and~~recover ~~production~~any ~~investments,~~misappropriated ~~its~~assets ~~liquidity~~ and ~~capital~~investments; ~~resources~~the ~~and~~outcome ~~its~~of ~~expenditures.~~any Noproceedings ~~assurance~~against ~~can~~Randgold be& ~~given~~Exploration, ~~that~~including, ~~such~~without limitation, ~~expectations~~the ~~will~~pending ~~prove~~liquidation toproceeding; beRandgold ~~correct.~~& ~~Actual~~Exploration's ~~results~~ability ~~could~~to ~~differ~~complete ~~materially~~its ~~from~~forensic ~~those~~investigation ~~implied~~and byprepare oraudited ~~set~~financial ~~out~~statements; in the ~~forward-looking~~time ~~statements.~~period ~~Among~~for ~~other~~completing ~~factors,~~its ~~this~~forensic ~~could~~investigation beand asaudited afinancial ~~result~~statements; ofthe ~~changes~~occurrence inor ~~economic~~outcome ~~and~~of ~~market~~any ~~conditions,~~proposed ~~the~~mediation ~~success~~with ofJCI; ~~business~~ and ~~operating~~the ~~initiatives,~~ultimate ~~including~~impact ~~development~~on ofRandgold ~~mining~~& ~~operations,~~Exploration's ~~changes~~previously inreleased ~~regulatory~~financial ~~environment~~statements and ~~other~~results, ~~government~~assets ~~actions~~and investments, ~~fluctuations~~including inwith ~~commodity~~respect ~~prices~~to ~~and~~Randgold ~~exchange~~Resources ~~rates~~Limited, business, ~~and~~operations, ~~operational~~economic ~~risk~~performance, ~~management~~financial ~~and~~condition, ~~the~~outlook ~~risks~~and ~~identified~~trading inmarkets. ~~Item~~Although ~~3 of~~ Randgold & Exploration’s ~~most~~believes ~~recent~~that ~~annual report on Form 20-F filed with~~ the ~~U.S.~~expectations ~~Securities~~reflected ~~Exchange~~in ~~Commission~~such ~~(the~~forward-looking ~~“SEC”)~~statements ~~and~~are ~~its~~reasonable, ~~other~~no ~~filings~~assurance ~~and~~can ~~submissions~~be ~~with~~given ~~the~~that ~~SEC.~~

~~You~~such ~~should~~expectations ~~not~~will ~~place~~prove ~~undue~~to ~~reliance~~be oncorrect, ~~these~~particularly in light of the extent of the alleged frauds and misappropriations uncovered to date. Actual results could differ materially from those implied by or set out in the forward-looking statements. ~~All~~Among ~~written~~other factors, these include the extent, magnitude and ~~oral~~scope of any fraud and misappropriation that may be ultimately determined to have occurred following the completion of the forensic investigation and any other investigations that may be commenced; the time periods ultimately determined to be affected thereby; the ability of Randgold & Exploration to successfully assert any claims it may have against other parties for fraud or misappropriation of Randgold & Exploration assets and the solvency of any such parties; the ability of Randgold & Exploration to defend successfully any proceedings against Randgold & Exploration; the ability of Randgold & Exploration and its forensic investigators to obtain the necessary information with respect to Randgold & Exploration's transactions, assets, investments, subsidiaries and associated entities to complete the forensic investigation and prepare audited financial statements and the ultimate outcome of such forensic investigation; the willingness and ability of Randgold & Exploration’s forensic investigators to issue any final opinions with respect thereto; the occurrence or outcome of any proposed mediation with JCI; the ability of Randgold & Exploration to implement improved systems and to correct its late reporting; the JSE Limited's willingness to lift its suspension of the trading of Randgold & Exploration's securities on that exchange; changes in economic and market conditions; fluctuations in commodity prices and exchange rates; the success of any business and operating initiatives, including any mining rights; changes in regulatory environment and other government actions; business and operational risk management; other matters not yet known to Randgold & Exploration or not currently considered material by Randgold & Exploration; and the risks identified in Item 3 of Randgold & Exploration's most recent annual report on Form 20-F filed with 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. ~~Moreover, unless~~ Randgold & Exploration isexpressly ~~required~~disclaims byany ~~law~~obligation to ~~update~~release ~~these~~publicly ~~statements,~~any ~~Randgold~~update &or ~~Exploration~~revisions ~~will~~to ~~not~~any ~~necessarily~~forward-looking ~~update~~statements ~~any~~to ofreflect ~~these~~any ~~statements~~changes ~~after~~in ~~the~~expectations, ~~date~~or ofany ~~this~~change ~~report,~~in ~~either~~events toor ~~conform~~circumstances ~~them~~on towhich ~~actual~~those ~~results~~statements orare tobased, ~~changes~~unless inotherwise ~~its~~required ~~expectations~~by law.

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.

99.1

Media statement, dated June 13, 2006, issued by Randgold & Exploration Company Limited (“Randgold & Exploration”) announcing that Randgold & Exploration released a report to the shareholders prepared by Umbono Financial Advisory Services and a notice calling a general meeting on 30 June 2006 stating that an independent mediation panel has been appointed to resolve the claims and counterclaims between Randgold & Exploration and JCI, which may vary from those set out in Randgold & Exploration’s provisional unaudited and unreviewed results published on 31 March 2006 and that nominees of additional persons to be appointed to Randgold & Exploration’s board of directors will be submitted to the shareholders for consideration and approval at the forthcoming Annual General Meeting scheduled for 28 September 2006.

99.2

Notice, dated June 13, 2006, issued by Randgold & Exploration announcing that a general meeting of Randgold & Exploration will be held on Friday, 30 June 2006 and that a notice convening the general meeting and documentation relating thereto will be posted to shareholders on 13 June 2006, for the purposes of informing shareholders of the circumstances and events insofar as they could be ascertained, which gave rise to: (i) the suspension of the listing of Randgold & Exploration’s ordinary shares on the JSE Limited; (ii) the delisting of Randgold & Exploration’s securities from the Nasdaq National Market; (iii) the restructuring of the board of Randgold & Exploration on 24 August 2005; (iv) the resignation of Messrs Charles Orbach and Company and the appointment of KPMG Inc; (v) the forensic audit that was undertaken by Umbono Financial Advisory Services (Pty) Limited and the results of the investigation; (vi) the recovery of Randgold & Exploration assets from individuals and other entities; (vii) the terms of the proposed mediation between Randgold & Exploration and JCI Limited. The notice also announces that an independent mediation panel has been appointed to resolve the claims and counterclaims between Randgold & Exploration and JCI, which may vary from those set out in Randgold & Exploration’s provisional unaudited and unreviewed results published on 31 March 2006 and that nominees of additional persons to be appointed to Randgold & Exploration’s board of directors will be submitted to the shareholders for consideration and approval at the forthcoming annual general meeting scheduled for 28 September 2006.

99.3

Circular and notice, dated June 13, 2006, issued by Randgold & Exploration of general meeting to be held on June 30, 2006 and the documentation relating thereto was posted to shareholders on June 13, 2006.

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~~Roger ~~Beatrice~~Patrick ~~Beale~~Pearcey Name: ~~Patricia~~Roger ~~Beatrice~~Patrick ~~Beale~~Pearcey Title: Company Secretary

Date: ~~August~~June 3128, ~~2005~~2006

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