Restructuring of Ratel Group announcement to the Toronto Stock Exchange 28 January 2013

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

PERTH, Western Australia, Jan. 28, 2013 /CNW/ - Ratel Group Limited (TSX: RTG) ("Ratel Group" or "the Company") is pleased to announce that the Company plans to seek, at a special shareholders meeting scheduled for late February 2013 (the "Meeting"), shareholder approval of a proposed restructuring transaction involving the merger (the "Merger") of the Company with a wholly-owned subsidiary of RTG Mining Inc. ("RTG").

Additional information regarding these transactions is set out below and will also be described in detail in a Management Information Circular to be issued to shareholders of Ratel Group (a copy of which will be available on the Company's profile on SEDAR). The Merger and related transactions set out herein are subject to shareholder approval and regulatory approval, including approval of the Toronto Stock Exchange.

The Board of Directors of the Company will be reconstituted at the effective time of the Merger, with a focus on identifying new development or operating gold opportunities. The Board of Directors and management team of RTG upon completion of the Merger is expected to be:

        Michael J. Carrick
Chairman
Former President and CEO of
CGA Mining Limited ("CGA")
        Justine A. Magee
Chief Executive Officer
Former Executive Director and
Chief Financial Officer of CGA
        Mark Turner
Chief Operating Officer
Former Chief Operating
Officer of CGA
        Hannah Hudson
Chief Financial Officer
Former Company Secretary of
CGA
        Robert N. Scott
Non-Executive Director
Former Non-Executive
Director of CGA
        Phil C. Lockyer
Non-Executive Director
Former Non-Executive
Director of CGA
        David A. Cruse
Non-Executive Director
Former Non-Executive
Director of CGA

1. The Merger

Ratel Group plans to merge with Ratel Merger Ltd ("MergCo"), a wholly-owned subsidiary of RTG Mining Inc. ("RTG") ("the Merger"), which was recently incorporated in the BVI. As a result of the proposed Merger, shareholders of the Company (the "Shareholders") will exchange their current ordinary shares in the Company (the "Ratel Shares") for new ordinary shares of RTG (the "RTG Shares").

On the effective date of the Merger:

        (i)     the Company and MergCo will merge to form one corporate entity with the surviving corporation being the Company; and
        (ii)     each issued and outstanding Ratel Share will be transferred to RTG in exchange for one RTG Share.

Shareholders will exchange their current Ratel Shares for RTG Shares and will thereby become shareholders of RTG and will cease to be a holder of Ratel Shares. The RTG Shares will be identical in every respect to the Ratel Shares. The 1:1 exchange ratio to be applied was determined so as to ensure that, immediately after the effective date of the Merger, Ratel Group shareholders will have the same proportionate interests in RTG as they presently have in the Company, except as may be altered by the Private Placement (as described in more detail below).

It is expected that an aggregate of 164 million Ratel Shares will be exchanged for RTG Shares upon the approval and implementation of the Merger. Upon completion of the Merger, New Ratel will, on a consolidated basis, continue to hold the African exploration assets, being the Company's interests in the Segilola Gold Project and the Mkushi Copper Project (together, the "African Assets"), plus approximately $19.5 million in cash (assuming the release from escrow of the net proceeds of the Private Placement (as described below) upon satisfaction of the Escrow Release Conditions (as defined below)).

The Board of Directors believe the Merger will enhance the ability of the New Ratel group (which includes the Company) to pursue new growth.

2. Private Placement

RTG intends to issue, on a private placement basis, approximately 160 million RTG Shares upon exercise of subscription receipts of RTG (the "Subscription Receipts") at C$0.13 per share (the "Private Placement"). Each Subscription Receipt will be automatically exercisable and entitles the holder to receive, without payment of additional consideration, one RTG Share upon the satisfaction of certain escrow release conditions that include, among other things, shareholder approval of the Merger and of the Private Placement. Insiders of the Company have generally participated in the Private Placement in line with their pro rata ownership, the particulars of which are set out in the Management Information Circular.

The gross proceeds of the Private Placement will be held in escrow pending satisfaction of the escrow release conditions, among other things, being:

        (i)     the completion of the Merger, and
        (ii)    Shareholder approval of the Private Placement.

Upon completion of the Merger and satisfaction of the escrow conditions, RTG intends to use the net proceeds of the Private Placement to pursue new growth opportunities, mainly through acquisitions, to fund further exploration of the African Assets, debt repayment and for general working capital purposes.

The placement will be undertaken in conjunction with Haywood Securities Inc., on terms typical for a private placement of this nature, including customary due diligence and market outs.

3. Substitutional Listing

Upon implementation of the Merger, the RTG Shares will be listed on TSX (in substitution for the Ratel Shares). RTG Shares issued upon exercise of the Subscription Receipts pursuant to the Private Placement will also be listed on TSX. It is anticipated that RTG will retain the trading symbol "RTG" for the New Ratel Shares.

4. Loan Funded Share Issue

Following shareholder approval of the new Employee Loan Funded Share Plan at the recent Annual General Meeting, Ratel Group has resolved to issue 14 million new shares at an issue price of C$0.165 per share.  All existing employee options issued under the previous plan have been cancelled.

ABOUT RATEL GROUP LIMITED

Ratel Group is listed on the main board of the Toronto Stock Exchange and is a mining exploration company focused on developing gold and copper deposits in Africa.  The Company is earning a 51% interest in the Segilola Gold Project in Nigeria, the largest undeveloped gold resource identified in Nigeria and holds a 51% interest in the Mkushi Copper Project in Zambia.  At the Segilola Gold Project, Ratel Group has identified a maiden NI 43-101 compliant indicated resource of 520,000 ounces of gold contained in 3,658,000 tonnes at a grade of 4.4g/t and an inferred resource of 97,600 ounces of gold contained in 790,200 tonnes at a grade of 3.8g/t from just the first pass 11,000m drill program.

Ratel Group has an experienced management team. CGA is a 19% shareholder in the Company, and which is the subject of a merger with B2Gold Inc.. B2Gold Inc. is a member of both the S&P/TSX Global Gold and Global Mining Indices. Ratel Group will be focused identifying new opportunities to both grow its reserve and resource base and enhance the Company's ability to move quickly to a producer status.

The technical information in this news release has been reviewed by and approved by Mark Turner for Ratel Group, and a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this announcement and in the associated Management Information Circular constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.

Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events. All statements, other than statements of historical fact, included herein including, without limitation; statements about the completion of the Merger, use of proceeds and the business objectives of RTG, are forward-looking statements. By their nature, such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management.  Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Annual Information Form and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.  Those risks and uncertainties include, but are not limited to: the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities including disputes with joint venture partners; risks related to operating in Zambia and Nigeria; environmental risk; the dependence on the Company's key personnel; and the ability of the Company to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above.  Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States, unless an exemption from such registration is available.

SOURCE: Ratel Group Limited

For further information:

ENQUIRIES  

Director - Michael Carrick
Tel: +61 8 9263 4000
Fax: +61 8 9263 4020
Email: mcarrick@ratelgroup.com

www.ratelgroup.com