Moto Goldmines Limited

Moto Goldmines Limited

January 31, 2008 01:48 ET

Moto Goldmines Acquires Additional Interest in the Moto Gold Project and Completes Placement to Sam Jonah

PERTH, WESTERN AUSTRALIA--(Marketwire - Jan. 31, 2008) - Moto Goldmines Limited ("Moto") (TSX:MGL)(AIM:MOE) announced today that it has completed the acquisition of the interest of its former joint venture partner, Societe d'Organisation, de Participation et de Management ("Orgaman") in the Moto Gold Project and the private placement of Moto common shares to Sam Jonah, KBE, Chairman of the Company, which transactions were announced by Moto on December 31, 2007.

The acquisition of Orgaman's interest in the Moto Gold Project involved the transfer from Orgaman to Moto of Orgaman's interest in a number of Moto subsidiaries that are incorporated in the Democratic Republic of Congo, comprised of shares and shareholder loans. In consideration for Orgaman's interest, Moto has issued to Orgaman 9,319,211 common shares at C$2.93 per share (approximately C$27.3 million in the aggregate) and made a cash payment of approximately US$7.5 million to repay shareholder loans made by Orgaman to Borgakim sprl and the other subsidiaries concerned.

Following completion of the transaction with Orgaman, Moto now has a 70% interest in the Moto Gold Project. The remaining 30% interest is a non dilutive interest held by L'Office des Mines d'Or de Kilo-Moto, a Congolese state-owned company.

In connection with the private placement to Sam Jonah, Moto has issued 2,717,874 common shares to Mr Jonah at a subscription price of C$2.78 per share for aggregate gross proceeds of approximately C$7.6 million. The subscription proceeds were used to make the cash payments to Orgaman, as described above.

Additional Notes:

Share Capital: Following the issuance of common shares to Orgaman in connection with the acquisition of Orgaman's interest in the Moto Gold Project and the share subscription by Mr Jonah, the issued share capital of the Company has increased from 62,898,270 to 74,935,355 common shares with the following changes in significant shareholdings and directors' interests:

Interest following Interest following
completion of completion of
Shareholder transactions (Shares) transactions (%)
Orgaman/Messrs. Jean-Claude
and William Damseaux (i) 11,055,501 14.75%
Mr Jonah (ii) 2,717,874 3.63%
Mackenzie Financial
Corporation (iii) 8,750,000 11.68%

(i) Messrs. Jean-Claude Damseaux and William Damseaux hold directly 570,290 common shares, the balance in the above table is held by Orgaman. In addition, two senior managers of Orgaman hold shares in Moto: Mr Antoine Lokondo holds 37,550 common shares and options to purchase 100,000 common shares exercisable at C$7.65 per share and Mr Augustin Yenga hold 10,000 common shares.

(ii) In addition to the common shares set out in the table above. Sam Jonah also holds options to purchase 3,093,639 common shares (comprising 1,750,000 options exercisable at C$2.60, 400,000 options exercisable at C$3.15, 275,000 options exercisable at C$7.65, 668,639 options exercisable at C$2.97 and will be granted options to purchase an additional 465,691 common shares given completion of the transactions with Orgaman).

(iii) Based on the most recent public filing made by Mackenzie Financial Corporation.

ABN 113 274 874

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