MOE Moto Goldmines

 

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 
 
 AGRURRORKORNORR 
 

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