Amendment to Business Combination
30 Juni 2009 - 8:30AM
UK Regulatory
TIDMMOE
RNS Number : 7453U
Moto Goldmines Limited
30 June 2009
Not for distribution to US newswire services or dissemination in the United
States
RED BACK MINING AND MOTO GOLDMINES ANNOUNCE
AMENDMENT TO BUSINESS
COMBINATION
June 29, 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.
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 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 orMoto 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
Moto Goldmines Limited Moto Goldmines Limited
Tel: +61 8 9273 4222 Tel: +61 8 9273 4222
email: adinning@motogoldmines.com email: 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 Cassley
Tel: +44 207 647 2803
email: james.cassley@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
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