Moto Goldmines Limited

Moto Goldmines Limited

July 27, 2009 08:57 ET

Moto Board Determines That Offer From Randgold Resources Is a Superior Proposal

PERTH, WESTERN AUSTRALIA--(Marketwire - July 27, 2009) -


Moto Goldmines Limited ("Moto") (TSX:MGL)(AIM:MOE) confirms that its Board of Directors (the "Moto Board"), having received advice from its financial and legal advisors, has settled the terms of a proposed transaction with Randgold Resources Limited ("Randgold") for the acquisition of all of the shares of Moto by way of a plan of arrangement that is superior to the terms of the current agreement between Moto and Red Back Mining Inc. ("Red Back") originally announced June 1, 2009.

Under the transaction proposed by Randgold, Moto shareholders would receive 0.07061 of an ordinary share of Randgold (or, where applicable, 0.07061 of an American Depositary Share ("ADS") of Randgold) per Moto share. In addition, Moto shareholders would be provided the option to elect to receive (in lieu of Randgold shares or ADSs) cash consideration of US$4.47 per Moto share (C$4.85 based on the noon exchange rate published by the Bank of Canada on July 24, 2009) in respect of all or some of their Moto shares, subject to proration based on an aggregate maximum cash amount payable to all Moto shareholders under the proposed Randgold transaction of US$244 million. Assuming full take-up of the cash alternative, Randgold would expect to issue a total of approximately 3.9 million shares (including shares represented by ADSs) and pay a total cash amount of approximately US$244 million to Moto shareholders. Save for the financially superior terms of the proposal by Randgold, the proposed agreement with Randgold is substantially similar to the agreement currently in place with Red Back, and includes a break fee, payable to Randgold in certain circumstances, of US$14,627,300.

Under the terms of the current agreement between Moto and Red Back, Red Back has a period of five business days (the "Response Period") to offer to amend the terms of that agreement. This period will expire at the end of the day (12:00 midnight (Vancouver time)) on Tuesday, August 4, 2009. As the date of the previously announced meeting of Moto shareholders to consider the transaction proposed by Red Back falls within the Response Period, Moto has postponed the meeting. In accordance with the terms of the current agreement with Red Back, the meeting has been postponed until 4 pm (Vancouver time) on August 5, 2009.

If, within the Response Period, Red Back offers to amend the Red Back agreement such that the Moto Board determines that the proposed agreement with Randgold is no longer a superior proposal, Moto will be required to enter into an amendment to the existing Red Back agreement and implement the amended Red Back agreement. In that circumstance, the offer by Randgold to enter into a proposed transaction with Moto will be terminated.

If within the Response Period Red Back does not offer, or notifies the Moto Board that it does not intend to offer, to amend the Red Back agreement, or if the proposed Randgold transaction continues to be superior to any proposed amendment to the Red Back agreement, Moto intends to terminate the Red Back agreement, pay to Red back the agreed break fee of C$15.25 million, and accept Randgold's offer. In that event, the directors and officers of Moto will enter into voting agreements with respect to the transaction with Randgold.

Moto will issue further news releases as developments warrant.

Caution Regarding Forward-Looking Statements: Statements in this news release regarding a transaction with Randgold and amendments to the current agreement between Moto and Red Back are forward-looking. There can be no assurance that Red Back will offer to amend the terms of its agreement or that, if Red Back does offer to amend the terms of its agreement, the proposed agreement with Randgold will continue to be superior. There can be no assurance as to whether Moto will enter into an agreement with Red Back or Randgold or, if an agreement is entered into with either of them, that such agreement will become effective as contemplated.

ARBN 113 274 874

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