Offer From RangoldResources is a Superior Proposal


 

TIDMMOE TIDMRRS 
 
RNS Number : 3396W 
Moto Goldmines Limited 
27 July 2009 
 

 
 
"Not for dissemination in the United States or through any US newswire service" 
 
 
NEWS RELEASE 
 
 
FOR IMMEDIATE RELEASE 
                        TSX Code - MGL 
JULY 27, 2009 AIM Code - MOE 
 
 
MOTO BOARD DETERMINES THAT OFFER FROM 
RANDGOLD RESOURCES IS A SUPERIOR 
PROPOSAL 
 
 
PERTH, WESTERN AUSTRALIA - Moto Goldmines Limited ("Moto") 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. 
For further information in respect of Moto's activities, please contact: 
+-----------------------------------------+--------------------------------------+ 
| 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       | email: marnesen@motogoldmines.com    | 
+-----------------------------------------+--------------------------------------+ 
Moto Goldmines Limited website: www.motogoldmines.com 
+-----------------------------------------+--------------------------------------+ 
| Nominated advisor for the purposes of   | RFC Corporate Finance Ltd            | 
| AIM:                                    | Steve Allen                          | 
|                                         | Tel: +61 8 9480 2508                 | 
|                                         | email: Steve.Allen@rfc.com.au        | 
+-----------------------------------------+--------------------------------------+ 
| AIM Broker                              | GMP Securities Europe LLP            | 
|                                         | James Cassley                        | 
|                                         | Tel: +44 207 647 2803                | 
|                                         | email: james.cassley@gmpeurope.com   | 
+-----------------------------------------+--------------------------------------+ 
 
 
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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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