Moto Goldmines Limited

Moto Goldmines Limited

June 29, 2009 02:08 ET

Moto Announces Signing of Tripartite Agreement and Issue of Shares to Orgaman

PERTH, WESTERN AUSTRALIA--(Marketwire - June 29, 2009) -


Moto Goldmines Limited ("Moto" or the "Company") (TSX:MGL)(AIM:MOE) is pleased to announce that the Tripartite Agreement among Moto, l'Office des Mines d'Or de Kilo-Moto ("OKIMO"), the Moto Gold Project joint venture company, Kibali Goldmines sprl ("Kibali"), and Societe d'Organisation, de Participation et de Management ("Orgaman") in relation to the assignment of certain debts owed by OKIMO to Orgaman (the "OKIMO Loan") has been signed and is effective as of June 26, 2009 (the "Effective Date").

As announced on 31 December 2007, Moto has acquired the OKIMO Loan from Orgaman for consideration equal to the face amount of the OKIMO Loan together with accrued interest of 8 per cent. per annum (which is US$35,053,465 as at the Effective Date), which is payable in three instalments. The first instalment of US$10 million is payable within seven business days of the Effective Date, the second instalment of US$10 million is payable on the first anniversary of the Effective Date and the final instalment of the balance together with accrued interest is payable on the second anniversary of the Effective Date. As a consequence of the Tripartite Agreement being signed, the charge granted by Moto to Orgaman over 10 per cent. of Moto's shares in Kibali has ceased to be effective and will be discharged in due course.

Moto has exercised its right to pay 50 per cent. of the first instalment in Moto common shares ("Moto Common Shares") and will issue 1,300,539 Moto Common Shares to Orgaman, subject to receipt of regulatory approvals. The number of Moto Common Shares to be issued was determined by reference to the volume weighted average price of the Moto Common Shares on the TSX for the five trading days immediately prior to the Effective Date, converted to US dollars at the Bank of Canada's noon rate of exchange on the last day of the five-day period. Moto has 30 business days from the Effective Date to issue the shares.

Orgaman has agreed that for twelve months it will not dispose of the Moto Common Shares issued to it pursuant to this transaction without first offering such shares to Sam Jonah, KBE, Chairman of the Company, and to Moto. Orgaman has also agreed that it will not, without the prior written consent of Moto transfer, encumber or otherwise deal in the Moto Common Shares for a period of 4 months from their date of issue. In any event, pursuant to applicable Canadian securities laws, Orgaman will be restricted from selling the Moto Common Shares for four months, absent an exemption from registration and prospectus requirements.

William Damseaux and Jean-Claude Damseaux are the controlling shareholders of Orgaman. As at today's date, they hold directly 570,290 Moto Common Shares and Orgaman holds 10,485,211 Moto Common Shares for a total shareholding of 11,055,501 Moto Common Shares. Following the issuance of Moto Common Shares to Orgaman described above, Orgaman, William Damseaux and Jean-Claude Damseaux as a group will hold approximately 11.19% of Moto's then issued share capital.

ARBN 113 274 874

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