Moto Goldmines Limited
TSX : MGL
ASX : MOE

Moto Goldmines Limited

August 26, 2005 13:35 ET

Moto Goldmines Completes C$21.6 Million Private Placement

PERTH, WESTERN AUSTRALIA--(CCNMatthews - Aug. 26, 2005) -

Not for distribution to US Newswire Services or for dissemination in the United States.

Moto Goldmines Limited (TSX:MGL)(ASX:MOE) is pleased to announce that it has completed its private placement as announced on August 2, 2005 and August 3, 2005 and that Haywood Securities Inc. ("Haywood") has exercised its option to increase the offering by C$2.7 million on the same terms and conditions. The Company has issued 3.2 million Units and 4.8 million Subscription Receipts at a price of C$2.70 each, for gross proceeds of C$21.6 million. Haywood acted as agent in the offering.

The Company intends to use the proceeds from the placement to fund the feasibility study (infill drilling, metallurgical test work, environmental and infrastructure studies) and proposed mine development program at its gold project in the Democratic Republic of Congo and to provide working capital.

Each Unit is comprised of one Common Share and one-half of one share purchase warrant. The Company has therefore issued 3.2 million Common Shares and 1.6 million warrants. The warrants provide the holder with the right to subscribe for one Common Share at an issue price at CDN$3.25 on or before August 27, 2007.

Each Subscription Receipt is convertible into one Common Share and one-half of one share purchase warrant. Conversion of the Subscription Receipts will only occur upon approval of the issue by the shareholders of the Company in accordance with the requirements of the Australian Stock Exchange, which approval is to be requested at a meeting of shareholders scheduled for early October, 2005. Upon receipt of shareholder approval the Company will issue 4.8 million Common Shares and 2.4 million warrants. The warrants will provide the holder with the right to subscribe for one Common Share each at an issue price at CDN$3.25 on or before August 27, 2007.

The Common Shares, warrants and Subscription Receipts issued are subject to a hold period of 4 months and one day from closing, which hold period will therefore expire on December 27, 2005.

In addition the Company has issued Haywood 160,000 broker warrants. The warrants provide the holder with the right to subscribe for one Common Share at an issue price at CDN$2.70 on or before August 27, 2007. Haywood also received an additional 240,000 broker warrants, exerciseable only after approval of the issue by the shareholders of the Company in accordance with the requirements of the Australian Stock Exchange. Each of these warrants provide the holder with the right to subscribe for one Common Share at an issue price at CDN$2.70 on or before August 27, 2007

Additional Notes:

The securities offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Caution Regarding Forward Looking Statements: The statement regarding the Company's proposed mine development program in the Democratic Republic of Congo is a forward-looking statement. There can be no assurance that the proposed mine development will be satisfactorily completed or that resources determined as a result of exploration can be profitably mined.

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