Signing of Tripartite Agreement
29 6월 2009 - 3:00PM
UK Regulatory
TIDMMOE
RNS Number : 6479U
Moto Goldmines Limited
29 June 2009
"Not for dissemination in the United States or through any US newswire service"
NEWS RELEASE
FOR IMMEDIATE RELEASE
TSX Code - MGL
June 29, 2009 AIM Code - MOE
MOTO ANNOUNCES SIGNING OF TRIPARTITE AGREEMENT AND ISSUE OF SHARES TO ORGAMAN
PERTH, WESTERN AUSTRALIA - Moto Goldmines Limited ("Moto" or the "Company") is
pleased to announce that the Tripartite Agreement among Moto, l'Office des Mines
d'Or de Kilo-Moto ("OKIMO"), the Moto Gold Project joint venture company, Kibali
Goldmines sprl ("Kibali"), and Société d'Organisation, de Participation et de
Management ("Orgaman") in relation to the assignment of certain debts owed by
OKIMO to Orgaman (the "OKIMO Loan") has been signed and is effective as of June
26, 2009 (the "Effective Date").
As announced on 31 December 2007, Moto has acquired the OKIMO Loan from Orgaman
for consideration equal to the face amount of the OKIMO Loan together with
accrued interest of 8 per cent. per annum (which is US$35,053,465 as at the
Effective Date), which is payable in three instalments. The first instalment of
US$10 million is payable within seven business days of the Effective Date, the
second instalment of US$10 million is payable on the first anniversary of the
Effective Date and the final instalment of the balance together with accrued
interest is payable on the second anniversary of the Effective Date. As a
consequence of the Tripartite Agreement being signed, the charge granted by Moto
to Orgaman over 10 per cent. of Moto's shares in Kibali has ceased to be
effective and will be discharged in due course.
Moto has exercised its right to pay 50 per cent. of the first instalment in Moto
common shares ("Moto Common Shares") and will issue 1,300,539 Moto Common Shares
to Orgaman, subject to receipt of regulatory approvals. The number of Moto
Common Shares to be issued was determined by reference to the volume weighted
average price of the Moto Common Shares on the TSX for the five trading days
immediately prior to the Effective Date, converted to US dollars at the Bank of
Canada's noon rate of exchange on the last day of the five-day period. Moto has
30 business days from the Effective Date to issue the shares.
Orgaman has agreed that for twelve months it will not dispose of the Moto Common
Shares issued to it pursuant to this transaction without first offering such
shares to Sam Jonah, KBE, Chairman of the Company, and to Moto. Orgaman has
also agreed that it will not, without the prior written consent of Moto
transfer, encumber or otherwise deal in the Moto Common Shares for a period of 4
months from their date of issue. In any event, pursuant to applicable Canadian
securities laws, Orgaman will be restricted from selling the Moto Common Shares
for four months, absent an exemption from registration and prospectus
requirements.
William Damseaux and Jean-Claude Damseaux are the controlling shareholders
of Orgaman. As at today's date, they hold directly 570,290 Moto Common Shares
and Orgaman holds 10,485,211 Moto Common Shares for a total shareholding of
11,055,501 Moto Common Shares. Following the issuance of Moto Common Shares to
Orgaman described above, Orgaman, William Damseaux and Jean-Claude Damseaux as a
group will hold approximately 11.19% of Moto's then issued share capital.
For further information in respect of the Company'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 |
+-----------------------------------------+--------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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