MOE Moto Goldmines

 

TIDMMOE 
 
RNS Number : 1330T 
Moto Goldmines Limited 
01 June 2009 
 

Not for distribution to US newswire services or dissemination in the United 
States 
 
 
 
 
Red Back Mining and Moto GoldMines enter into 
 business combination 
 
 
June 1, 2009 - Red Back Mining Inc. ("Red Back") (TSX : RBI) and Moto Goldmines 
Limited ("Moto") (TSX : MGL, AIM: MOE) today announced that they have entered 
into an arrangement agreement pursuant to which each outstanding common share of 
Moto will be exchanged for 0.45 of a common share of Red Back. 
 
 
Based on Friday's closing price of Red Back's common shares of C$10.45 per 
share, the transaction value is approximately C$513 million. This represents a 
premium to Moto shareholders of approximately 40% based on the 20-day 
volume-weighted average of both companies' common shares on the TSX. 
 
 
Creates a Formidable African Mining House 
 
 
The combination of Red Back and Moto creates a formidable African mining house 
and sets the stage for the development of the Moto Gold Project into a major 
African gold producer. Red Back is an experienced African gold miner with a 
significant and expanding production profile at both its Chirano Mine in Ghana 
and at its Tasiast Mine in Mauritania. The combination with Red Back brings the 
financing, development and operating expertise necessary to drive the Moto Gold 
Project to production. 
 
 
Upon commissioning of the Moto Gold Mine, Red Back will achieve total gold 
production in excess of a million ounces per annum with cash operating costs 
well below the industry average. Red Back will be one of the largest African 
focused gold producers with a substantial expanding reserve base. 
 
 
Commenting on the combination with Moto, Richard Clark, President and CEO of Red 
Back, stated: "We are delighted to have reached an agreement with Moto and look 
forward to developing the world class Moto Gold Project. The work done on the 
Project to date by Moto is first class and we welcome the opportunity to add our 
development, operating and financing expertise for the benefit of both Red Back 
and Moto shareholders. Combined with our expanding resource/reserve base at 
Tasiast and commencement of production at Akwaaba Deeps at the Chirano Mine, the 
addition of the Moto Gold Project confirms Red Back's commitment to aggressive 
growth in Africa based upon exceptional projects". 
 
 
President and COO of Moto Goldmines, Andrew Dinning stated: "Moto is very 
pleased to have reached agreement with Red Back and with the combination of 
assets and the synergies between the two companies we see this transaction 
creating significant value for shareholders of both companies. Red Back is well 
funded and has an outstanding record of constructing and operating projects in 
Africa and with the inclusion of the Moto Gold project and dominant land and 
resource positions in both West and Central Africa we see the combined entity 
well positioned for significant growth going forward." 
 
 
Transaction 
 
 The transaction will be carried out by way of statutory plan 
of arrangement pursuant to which each outstanding common share of Moto will be 
exchanged for 0.45 of a common share of Red Back. On closing of the transaction 
Moto will become a wholly-owned subsidiary of Red Back.Red Back will have 
approximately 279 million shares issued and outstanding, of which approximately 
82.3% will be held by existing Red Back shareholders and approximately 17.7% 
will be held by existing Moto shareholders. 
 
 
The definitive agreement includes a commitment by Moto not to solicit or 
initiate discussions concerning alternative transactions, including the sale of 
material assets. Moto has agreed to pay a break fee of C$15,250,000 to Red Back 
in certain circumstances and has granted Red Back the right to match competing 
offers. Each party has also been provided with certain other rights, 
representations and warranties and covenants customary for a transaction of this 
nature. Following completion of the transaction, Moto will be entitled to 
nominate one person to the Board of Directors of the combined company. 
 
 
The transaction has been approved by the Board of Directors of Moto and Moto's 
Directors and Officers (representing an aggregate of 2,782,472 million shares 
(2.5%) of Moto) have entered into voting agreements in respect of the 
transaction. Moto's Board of Directors recommends that the shareholders of Moto 
vote their shares in favour of the transaction. The transaction has also been 
approved by the Board of Directors of Red Back. 
 
 
Full details of the transaction will be included in a Management Information 
Circular to be filed with the regulatory authorities and mailed to Moto 
shareholders in accordance with applicable securities laws.   Moto expects to 
mail the Management Information Circular in late June 2009.  The transaction is 
subject to the approval of not less than 66 2/3% of the outstanding shares of 
Moto being voted in favour of the transaction at a meeting of Moto shareholders 
and certain customary conditions, including receipt of all necessary court and 
regulatory approvals and third party consents and the satisfactory completion of 
confirmatory due diligence by each party.  The transaction is expected to close 
in August 2009. 
 
 
BMO Capital Markets has provided an opinion to the Special Committee of the Moto 
Board of Directors that the consideration to be received by the shareholders of 
Moto in connection with the transaction is fair, from a financial point of view. 
Red Back's legal counsel is Cassels Brock & Blackwell LLP.  Moto's legal counsel 
is Lawson Lundell LP and Norton Rose LLP. 
 
 
Conference Call 
 
 
A conference call will be held June 1, 2009 at 11 am (Eastern Time) to discuss 
this transaction. 
 
 
To participate in the conference call, please dial the following numbers 
approximately 10 minutes before the start of the call: 
 
 
Ph. 1-416-644-3414 or Toll-Free in the U.S. and Canada: Ph. 1-800-733-7571 
 
 
A replay will be available starting approximately two hours after the conclusion 
of the conference call until midnight on June 8, 2009. 
 
 
Ph. 1-416-640-1917 or Toll-Free in the U.S. and Canada: Ph. 1-877-289-8525 
Passcode: 21307764# 
 
 
About Red Back 
 
 
Red Back Mining Inc. is an unhedged African focused gold producer. It owns and 
operates the Chirano Gold Mine in Ghana (90% interest) and the Tasiast Gold Mine 
in Mauritania (100% owned). Major plant expansions at both Chirano and Tasiast 
are well advanced with commissioning underway. Aggressive exploration programs 
aimed at increasing the Company's resource and reserve base at both Chirano and 
Tasiast is continuing. 
 
 
About Moto 
 
 
Moto Goldmines is an emerging gold producer committed to developing its key 
asset, a 70% interest in the Moto Gold project which is one of the largest 
undeveloped gold deposits in Africa. The project is a Joint Venture between 
L'Office des Mines d'or de Kilo-Moto ("OKIMO") and Moto Goldmines and covers an 
area of approximately 1,841 km2 with significant mineral resources and growth 
potential. The company completed an Optimized Feasibility Study in February 2009 
which contemplates an open pit and underground mining operation producing 
approximately 2.5 million ounces in the first five years of operation. 
 
 
CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS 
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. Forward-looking statements include, 
but are not limited to, statements with respect to the future price of gold, the 
estimation of mineral reserves and resources, the realization of mineral reserve 
estimates, the timing and amount of estimated future production, costs of 
production, reserve determination and reserve conversion rates. Generally, these 
forward-looking statements can be identified by the use of forward-looking 
terminology such as "will", "plans", "expects" or "does not expect", "is 
expected", "budget", "scheduled", "estimates", "forecasts", "intends", 
"anticipates" or "does not anticipate", or "believes", or variations of such 
words and phrases or state that certain actions, events or results "may", 
"could", "would", "might" or "will be taken", "occur" or "be achieved". 
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 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. 
 
 
For further information, please contact: 
 
 
Simon Jackson 
Vice President - Corporate Development 
Red Back Mining Inc. 
604 689 7842 
 
 
Sophia Shane 
Investor Relations 
Red Back Mining Inc. 
604 689 7842 
 
 
Andrew Dinning                                              Mark Arnesen 
President and Chief Operating Officer                       Financial Director 
and Chief Financial Officer 
Tel: +61 8 9273 4222                                      Tel: +61 8 9273 4222 
email: adinning@motogoldmines.com                       mail: 
marnesen@motogoldmines.com 
 
 
Nominated advisor for the purposes of AIM: RFC Corporate Finance Ltd 
Steve Allen 
Tel: +61 8 9480 2508 
email: Steve.Allen@rfc.com.au 
 
 
AIM Broker GMP Securities Europe LLP 
James Hannon 
Tel: +44 207 647 2803 
email: james.hannon@gmpeurope.com 
 
 
Red Back Mining Inc website:www.redbackmining.com 
Moto Goldmines Limited website: www.motogoldmines.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCUUUMGQUPBGWG 
 

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