Moydow completes Partial Sale of Ntotoroso Royalty


 

TIDMMOY 
 
RNS Number : 8884C 
Moydow Mines International Inc 
23 November 2009 
 

Nov 20, 2009 17:24 ET 
Moydow Mines International Inc. Completes Partial Sale of Ntotoroso Royalty for 
US$13 Million and Enters Into an Arrangement Agreement with Franco-Nevada 
Corporation 
 
 
TORONTO, ONTARIO - Moydow Mines International Inc. ("Moydow" or the "Company") 
(TSX:MOY) (AIM:MOY) announced today that it has completed the sale of an 
undivided 20% interest in the Company's Ntotoroso 2% net smelter returns royalty 
(the "Ntotoroso Royalty") to Franco-Nevada Corporation (TSX:FNV) 
("Franco-Nevada") for cash consideration of US$13 million. The Ntotoroso Royalty 
is on a portion of Newmont Mining Corporation's Ahafo gold mine in Ghana. The 
sale forms the first part of a previously announced transaction with 
Franco-Nevada, which is seeking to acquire both the Company and the Ntotoroso 
Royalty. 
 
 
The parties also executed an arrangement agreement (the "Arrangement Agreement") 
which sets out the basis on which Franco-Nevada will acquire all of the 
outstanding shares of the Company and the balance of the Ntotoroso Royalty. 
Following receipt of approval by Moydow shareholders (including "minority 
approval" under applicable securities laws) and satisfaction of other customary 
closing conditions, the parties will then carry out a court-approved plan of 
arrangement (the "Arrangement"), whereby Franco-Nevada will acquire all of the 
issued and outstanding common shares of Moydow ("MOY Shares") in exchange for 
common shares of Franco-Nevada ("FN Shares") on the basis of 0.02863 FN Shares 
for each MOY Share (the "Exchange Ratio"). Moydow will be delisted from the TSX 
and AIM and Moydow shareholders will receive FN Shares in exchange for their 
Moydow shares in accordance with the Exchange Ratio. The proposed transaction 
includes certain related party transactions which will be fully disclosed to 
shareholders in the circular prepared in connection with the Special Meeting of 
shareholders to be held to approve the transaction. 
 
 
Concurrent with the execution of the Arrangement Agreement, certain shareholders 
of Moydow (including the Company's President and CEO, Brian Kiernan), 
representing approximately 55% of the outstanding MOY Shares, have executed and 
delivered to Franco-Nevada lock-up agreements pursuant to which they have agreed 
to support and vote in favor of the Arrangement. 
 
 
Under the Arrangement Agreement, Moydow has agreed not to solicit alternative 
proposals and has further agreed to pay a break fee to Franco-Nevada, in certain 
circumstances, should it enter into a superior proposal. The sale of a portion 
of the Ntotoroso Royalty today may not be unwound in the event Moydow 
shareholders do not vote in favor of the Arrangement. Provided that all closing 
conditions are satisfied, the parties expect the Arrangement to be completed by 
the end of January 2010. 
 
 
Also as part of the Arrangement, all assets of Moydow, other than the Ntotoroso 
Royalty and certain other assets, will be transferred to a private company 
controlled by Brian Kiernan. 
 
 
About Moydow 
The Company is engaged in the acquisition, exploration and development of 
mineral properties worldwide. Corporate information is available on the 
Company's website www.moydow.com. The Company is listed on the Toronto Stock 
Exchange and the AIM Market of the London Stock Exchange under the symbol "MOY." 
On behalf of the Board of Directors 
Brian Kiernan, President and Chief Executive Officer 
 
 
Forward Looking Statements 
This press release contains "forward-looking statements" within the meaning of 
applicable Canadian securities laws. Generally, forward-looking statements can 
be identified by the use of the forward-looking terminology such as "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 the conditions in the Arrangement Agreement will be 
satisfied, that the required approvals will be obtained from the shareholders of 
Moydow, that all third party regulatory and governmental approvals to the 
transaction described herein will be obtained and all other conditions to the 
completion of the transactions described herein will be satisfied or waived. 
Many of these assumptions are based on factors and events that are not within 
the control of Moydow and Franco-Nevada 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, 
performance or achievements of Moydow and Franco-Nevada to be materially 
different from those expressed or implied by such forward-looking statements, 
including but not limited to: risks related to mineral prices, market and 
industry expectations, the mining industry and general economic and political 
conditions, as well as those factors discussed in the section entitled 
"Description of the Business - Risk Factors" in Moydow's Annual Information Form 
for the year ended December 31, 2008 and although Moydow has 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 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. Moydow does not undertake to update any forward-looking statements 
that are incorporated by reference herein, except in accordance with applicable 
securities laws. 
 
 
For more information, please contact 
 
 
Moydow Mines International Inc. 
 Michael Power 
 Vice President, Corporate 
Development 
 416-703-3751 or Toll Free: 1-877-211-8877 
 416-367-3638 
(FAX) 
www.moydow.com 
 
 or 
 Davy Corporate Finance-Nomad 
 Anthony 
Farrell 
 353-1-679-6363 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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