Red Back Mining Inc.

Red Back Mining Inc.
Moto Goldmines Limited

Moto Goldmines Limited

June 30, 2009 02:30 ET

Red Back Mining and Moto Goldmines Announce Amendment to Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 30, 2009) -


Red Back Mining Inc. ("Red Back") (TSX:RBI) and Moto Goldmines Limited ("Moto") (TSX:MGL)(AIM:MOE) announce that they have entered into a First Amending Agreement to the arrangement agreement entered into between them and announced on June 1, 2009.

Pursuant to the First Amending Agreement, all outstanding options of Moto will be exchanged for options to acquire a number of common shares of Red Back based on the share exchange ratio of 1 Moto common share for 0.45 of a Red Back common share. A corresponding amendment will also be made to the exercise price of the outstanding Moto options to reflect this exchange ratio. Such options will be on the same terms as set forth in the Moto Stock Option Plan. In addition, the approval conditions for the arrangement agreement have been amended in response to regulatory requirements to require the approval by a simple majority of votes cast by Moto shareholders in person or by proxy at the special meeting that has been called to approve the arrangement, in addition to a 66 2/3 vote of Moto shareholders and Moto option holders, voting as a single class. All other material terms of the arrangement agreement remain unchanged.

Additional information regarding the business combination between Red Back and Moto can be found in the news release issued June 1, 2009. Full details of the transaction will be included in a Management Information Circular to be filed with securities regulatory authorities and mailed to Moto shareholders in accordance with applicable securities laws. Moto expects to mail the Management Information Circular in early July 2009. The transaction is expected to close in August 2009.


This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation with respect to the business combination of Red Back and Moto and the timing of the holding of a special meeting of the shareholders and option holders of Moto. Assumptions upon which such forward looking statements are based include that Red Back and Moto will be able to satisfy the conditions in the definitive agreement, that the due diligence investigations of each party will not identify any materially adverse facts or circumstances, that the required approvals will be obtained from the shareholders and option holders of Moto, that all third party regulatory and governmental approvals to the transactions will be obtained and all other conditions to completion of the transaction will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Red Back or Moto and there is no assurance they will prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Red Back and Moto to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of the combined companies, risks related to mining operations, including political risks and instability and risks related to international operations, actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, as well as those factors discussed in the section entitled "Risk Factors" in Red Back's renewal annual information form for the year ended December 31, 2008 and in the section entitled "Risk Factors" in Moto's Amended and Restated Annual Information Form of the year ended December 31, 2008. Although Red Back and Moto have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Red Back and Moto do not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

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