RED BACK MINING AND
MOTO GOLDMINES ANNOUNCE
AMENDMENT TO BUSINESS COMBINATION
June 30, 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
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
President and Chief Operating
Officer
Moto Goldmines
Limited
Tel: +61 8 9273
4222
email: adinning@motogoldmines.com
Mark Arnesen
Financial Director and Chief Financial Officer
Moto Goldmines Limited
Tel: +61 8 9273 4222
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 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