Randgold Resources and Moto Goldmines enter into Business Combination



    
    /NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN,
    INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
    OF THE RELEVANT LAWS OF SUCH JURISDICTION/
    

    LONDON, United Kingdom, Aug. 5 /CNW/ - Randgold Resources Limited
(LSE:RRS) (NASDAQ:  GOLD) ("Randgold") and Moto Goldmines Limited ("Moto" or the
"Company") (TSX:MGL) (AIM:MOE) today announced that the offer from Randgold,
which was announced on 27 July 2009, has been accepted by Moto and that they
have entered into an arrangement agreement (the "Arrangement Agreement")
providing for the exchange of each outstanding common share of Moto for the
equivalent of C$4.84 per share (as at 4 August 2009) on the basis of each Moto
common share being exchanged for 0.07061 of a Randgold ordinary share or
American Depositary Share ("ADS") of Randgold (the "Randgold Transaction").
    Immediately prior to accepting the Randgold Transaction, Moto terminated
the existing arrangement agreement with Red Back Mining Inc. ("Red Back") in
accordance with its terms and initiated payment to Red Back of the agreed
termination fee of C$15,250,000. The voting agreements of the Moto directors
and officers regarding the Red Back transaction have also been terminated.
    Moto has also cancelled the meeting of Moto shareholders and
optionholders that was scheduled for 4:00 p.m. (Vancouver, British Columbia
time) on 5 August 2009. Moto will advise of the new date for a meeting of Moto
shareholders and optionholders to consider the Randgold Transaction once that
date is set.
    Under the Randgold Transaction, Moto shareholders will receive 0.07061 of
an ordinary share of Randgold (or, where applicable, 0.07061 of an ADS of
Randgold) per Moto share. In addition, Moto shareholders will be provided the
option to elect to receive (in lieu of Randgold shares or ADSs) cash
consideration of US$4.47 per Moto share in respect of all or some of their
Moto shares, subject to proration based on an aggregate maximum cash amount
payable to all Moto shareholders under the Randgold Transaction of US$244
million (the "Cash Election"). Assuming full take-up of the Cash Election
Randgold would expect to issue a total of approximately 3.9 million shares
(including shares represented by ADSs) and pay a total cash amount of
approximately US$244 million to Moto shareholders.
    Moto's Board of Directors has unanimously recommended that the
shareholders and optionholders of Moto vote in favour of the Randgold
Transaction. Concurrently with Moto entering into the Arrangement Agreement
with Randgold, the directors and officers of Moto have entered into voting
agreements in respect of the Randgold Transaction (representing an aggregate
of 2,782,472 million shares (2.5%) of Moto). Together with the support of
shareholders of Moto representing an aggregate of 39.4 million shares, a total
of 42.2 million shares, or 38.2% of the issued and outstanding common shares
of Moto, have agreed to support the Randgold Transaction. In addition,
Randgold has received formal written support for the Randgold Transaction from
the Government of the DRC.
    Based on the closing price of Randgold ADSs on NASDAQ on 4 August 2009 of
US$64.11 per ADS, the Randgold Transaction values Moto at approximately US$500
million (C$534 million based on the noon exchange rate published by the Bank
of Canada on 4 August 2009) and represents a premium to Moto shareholders of:

    
    -  approximately 7%, based on the closing price of Moto's common shares
       on the Toronto Stock Exchange as at 29 May 2009, the last business day
       prior to the announcement of the offer by Red Back (the "Red Back
       Transaction") and the closing price of Randgold's ADSs on NASDAQ,
       adjusted to Canadian dollars, as at 4 August 2009; and

    -  approximately 51%, based on the 20-day volume-weighted average price
       of Moto's common shares on the Toronto Stock Exchange to 29 May 2009,
       the last business day prior to the announcement of the Red Back
       Transaction and the 20-day volume weighted average price of Randgold's
       ADSs on NASDAQ, adjusted to Canadian dollars, to 4 August 2009.
    

    Joint Venture with AngloGold Ashanti

    Randgold and AngloGold Ashanti Limited ("AngloGold") have agreed to
cooperate in respect of the Randgold Transaction. In that regard, AngloGold
has agreed to fully fund the Cash Election described above in partial payment
for an indirect 50% interest in Moto which it will acquire upon completion of
the Randgold Transaction. In addition, following completion of the Randgold
Transaction, AngloGold will be jointly responsible with Randgold for funding
the development of the Moto Gold Project for the collective benefit of the
shareholders of all three companies. Randgold will be appointed operator of
the project.
    Randgold and AngloGold have received the full support from their
respective boards of directors for the Randgold Transaction. Neither Randgold
nor AngloGold requires shareholder approval in order to proceed with the
Randgold Transaction.

    Key benefits of the Randgold Transaction to Moto shareholders

    Randgold is a gold producer with a proven track record of finding,
financing, developing and operating mines in West Africa. Randgold has a
history of building strong relationships with the governments in whose
countries it operates, especially in Francophone Africa, and has a proven
track record of delivering profits and real value to shareholders through long
term disciplined growth based on maintaining a pipeline of high-quality
development projects, strict cost control and operational excellence.
AngloGold is one of the largest gold producers in the world with meaningful
production and exploration activities in Africa, including exploration
activities in the Democratic Republic of the Congo ("DRC"). The agreement to
develop jointly the Moto Gold Project combines Randgold's and AngloGold's
regional business knowledge and government relationships with their extensive
gold mining expertise.

    Randgold and Moto see the following key attractions to the Randgold
Transaction:

    
    -  Ability to bring the Moto Gold Project into production. Moto
       shareholders will benefit from Randgold's strong, experienced
       technical and management teams that have proven their ability to bring
       assets into production in West Africa. Randgold and AngloGold,
       together, bring the scale and the access to capital required to bring
       the Moto Gold Project into production, together with their experience
       in governmental relationships. Randgold's capital projects team is the
       same team that has successfully built three mines in West Africa,
       including one underground mine, and has proven its ability to build
       mining projects to first world standards within acceptable capital
       constraints.

    -  Political support and regional knowledge. Randgold has a successful
       track record of unlocking the mineral wealth of other countries in the
       region, in particular in Francophone Africa, whilst at the same time
       being regarded as a good corporate citizen and socially responsible.
       Across its six operations in three West African countries, together
       with its Geita gold mine in Tanzania, AngloGold has a well established
       mining track record in West and Eastern Africa. AngloGold has been a
       joint venture partner with Randgold in the Morila mine in Mali since
       July 2000, where the two companies continue to enjoy a successful
       partnership. Following its business combination with Ashanti
       Goldfields Company Limited in April 2004, AngloGold acquired
       exploration properties in the DRC, with current greenfield exploration
       activities focused around the town of Mongbwalu in the north-eastern
       part of the country. In addition to its extensive exploration
       activities in the north-east, AngloGold also maintains a fully staffed
       country office in the DRC capital, Kinshasa. As such, Randgold and
       Moto believe that Randgold's and AngloGold's relationships in Africa
       will assist in unlocking the value of the Moto Gold Project. Randgold
       has received formal written support for the Randgold Transaction from
       the Government of the DRC.

    -  Continued participation in the Moto Gold Project. Moto shareholders,
       through their interest in the enlarged Randgold, will continue to
       benefit from any upside in the Moto Gold Project when it is developed
       by Randgold and AngloGold.

    -  Liquidity. Over the last month the average aggregate daily trading
       value of Randgold shares on the London Stock Exchange and Randgold
       ADSs on NASDAQ was US$95 million, compared to an aggregate of
       US$2 million for Moto's shares on the Toronto Stock Exchange and the
       London Stock Exchange's Alternative Investment Market, adjusted to
       United States dollars, to 4 August 2009.

    -  Diversification of risk. Through their continued participation in the
       enlarged Randgold, Moto shareholders will have an interest in a
       company that is active across West and Central Africa, with assets
       that span the developmental lifecycle, from exploration and highly
       prospective opportunities through to immediately pre-development
       projects and producing assets.

    -  Participation in the upside in Randgold's portfolio. Moto shareholders
       will participate in any upside in Randgold's existing assets and
       successful exploration portfolio. In particular, Randgold sees
       significant continued exploration upside at both Loulo and Tongon,
       whilst Massawa and Randgold's latest discovery, Gounkoto, have the
       potential to be truly world class assets.

    -  Financial strength in challenging times. Randgold and AngloGold are
       well funded and, together with their existing strong cash flows from
       operations, are capable of funding current development and future
       projects, including the Moto Gold Project.

    -  Ability to exit for certain value at a premium. In the event that any
       Moto shareholder is not attracted to the merits of the Randgold
       Transaction as outlined above, an option to elect for up to 100% cash
       consideration (subject to proration) and lock in the premium being
       offered is available.
    

    Transaction

    The Randgold Transaction will be carried out by way of statutory plan of
arrangement, on substantially similar terms to that which had been contained
in the arrangement agreement with Red Back. On closing of the Randgold
Transaction, Moto will become indirectly jointly-owned by Randgold and
AngloGold. Under the terms of the Randgold Transaction, assuming that Moto
shareholders elect to receive the maximum aggregate amount of cash offered
under the Cash Election, being US$244 million, it is expected that Randgold
will issue approximately 3.9 million shares (including shares represented by
ADSs) to Moto shareholders as consideration, representing approximately 4.6%
of Randgold's shares in issue following closing. If no Moto shareholders elect
to receive the Cash Election, it is expected that Randgold would issue
approximately 7.8 million shares (including shares represented by ADSs) to
Moto shareholders as consideration, representing approximately 8.6% of
Randgold's shares in issue following closing.
    If Moto shareholders elect to receive, in aggregate, more than the
maximum aggregate amount of cash offered under the Randgold Transaction, (a)
the amount of cash consideration available to Moto shareholders making a cash
election pursuant to the Randgold Transaction will be allocated pro rata among
all Moto shareholders making valid cash elections; and (b) each Moto
shareholder electing cash will instead receive Randgold ordinary shares (or
ADSs, as applicable) in exchange for the remainder of their Moto shares for
which they did not receive cash due to proration.
    Entitlements to fractions of a Randgold share (or ADS, as applicable), as
well as the entitlements of any Moto shareholders who are resident in any
jurisdictions where it is or may be unlawful for them to receive Randgold
shares (or ADS, as applicable), will be paid in cash pro rata to entitlements,
based on a whole Randgold share being valued at US$63.26, and such cash
payments, if any, will not reduce the amount available to pay the Cash
Election.
    The Arrangement Agreement includes a commitment by Moto not to solicit or
initiate discussions concerning alternative transactions, including the sale
of material assets. Moto has agreed to pay a break fee of US$14,627,300 to
Randgold in certain circumstances and has granted Randgold the right to match
competing offers. Randgold has agreed to reimburse Moto for the Red Back
termination fee in certain circumstances where the Randgold Transaction does
not close. Each party has also been provided with certain other rights,
representations and warranties and covenants customary for a transaction of
this nature.
    Completion of the Randgold Transaction is subject to certain customary
conditions, including the receipt of all necessary court and regulatory
approvals, third party consents and the approval of the Randgold Transaction
by not less than 66 2/3% of the outstanding shares and options of Moto, voting
as a single class and a simple majority of the votes cast in person or by
proxy by Moto shareholders at the special meeting that will be called to
approve the Randgold Transaction.
    Full details of the transaction will be included in a Moto Management
Information Circular to be filed with applicable Canadian securities
regulatory authorities and mailed to Moto shareholders in accordance with
applicable Canadian securities laws. Moto expects to mail the Management
Information Circular in September 2009. The transaction is expected to close
in October 2009.
    BMO Capital Markets has provided an opinion to the Moto Board of
Directors that the consideration to be received by the shareholders of Moto in
connection with the Randgold Transaction is fair, from a financial point of
view, to Moto shareholders. Randgold's financial advisor is HSBC Bank plc.

    This release is for informational purposes only and it is not intended to
be proxy solicitation materials and it does not constitute an offer to sell or
a solicitation of an offer to buy securities of Randgold, Moto or AngloGold.

    About Randgold

    Randgold is a gold mining and exploration company with its principal
activities focused on West and East Africa and stated reserves of 8.87 Moz. In
Mali, Randgold has an 80% controlling interest in the Loulo mine, which is
currently mining from two open pits and has just commenced mining from one
underground mine whilst developing a second underground mine. In the Loulo
region, Gounkoto, on the Loulo permit, is shaping up as a significant new
discovery. Also in Mali, Randgold owns a 40% interest in the Morila Joint
Venture, the owner of the Morila mine, which it also operates. In Côte
d'Ivoire, Randgold owns an effective 84% controlling interest in the Tongon
development project, where it has commenced construction and expects to be in
production towards the end of 2010. In Senegal, Randgold has a new discovery,
Massawa, which is at prefeasibility stage and which it believes has multi
million ounce potential and the makings of a world-class orebody. Randgold
also has exploration permits and licenses covering substantial areas in Mali,
Côte d'Ivoire, Burkina Faso, Ghana, Senegal and Tanzania. The acquisition of
Moto will increase Randgold's attributable mineral reserves, measured and
indicated resources, and inferred resources by 1.9 Moz, 4.0 Moz, and 3.9 Moz,
respectively.

    About Moto

    Moto is an emerging gold producer committed to developing its key asset,
a 70% interest in the Moto Gold Project ("the Project") which is one of the
largest undeveloped gold deposits in Africa. The project is a joint venture
between L'Office des Mines d'or de Kilo-Moto ("OKIMO") and Moto and covers an
area of approximately 1,836 km(2) with significant mineral resources and
growth potential. The company completed an Optimized Feasibility Study in
March 2009 which contemplates an open pit and underground mining operation
producing approximately 2.4 million ounces in the first five years of
operation, with total mineral reserves estimated to be 5.5 Moz. The Project
hosts significant inferred mineral resources of 11.2 Moz which provide a solid
platform for growth. As at 31 March 2009, Moto had gross assets of
approximately AUS$245.8m. For the year ended 31 December 2008, Moto made a net
loss of approximately AUS$14.1m.
    The information in this news release that relates to the Moto Gold
Project's Mineral Resources is based on information compiled by Rick Adams and
Ted Hansen who are members of the Australasian Institute of Mining and
Metallurgy (AusIMM) and are qualified persons under NI 43-101. Rick Adams and
Ted Hansen are directors of Cube Consulting Pty Ltd and consent to the
inclusion in this report of the information, in the form and context in which
it appears.
    The information in this news release that relates to the Moto Gold
Project's open pit Mineral Reserves is based on information compiled by Cube
Consulting Pty Ltd under the direction of Quinton de Klerk who is a member of
the Australasian Institute of Mining and Metallurgy (AusIMM) and a qualified
person under NI 43-101. Quinton de Klerk is a director of Cube Consulting Pty
Ltd and consents to the inclusion in this report of the Information, in the
form and context in which it appears.
    The Information in this news release that relates to the Moto Gold
Project's underground Mineral Reserves is based on information compiled by SRK
Consulting Pty Ltd under the direction of Paul Kerr who is a member of the
Australasian Institute of Mining and Metallurgy (AusIMM) and a qualified
person under NI 43-101. Paul Kerr is an employee of SRK Consulting Pty Ltd and
consents to the inclusion in this report of the Information, in the form and
context in which it appears.

    Legends

    HSBC, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Randgold and no one
else in connection with the Randgold Transaction and will not be responsible
to anyone other than Randgold for providing the protections afforded to
clients of HSBC, nor for providing advice in relation to the Randgold
Transaction, the contents of this announcement or any other matter referred to
herein.

    CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS

    Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of
the U.S. Securities Exchange Act of 1934, and applicable Canadian securities
legislation. Forward-looking statements include, but are not limited to,
statements with respect to the future price of gold, the estimation of mineral
reserves and resources, the realization of mineral reserve estimates, the
timing and amount of estimated future production, costs of production, reserve
determination and reserve conversion rates. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology such as
"will", "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or state
that certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Assumptions upon which such forward
looking statements are based include that Randgold and Moto will be able to
satisfy the conditions in the Arrangement Agreement, that the required
approvals will be obtained from the shareholders of Moto, that all third party
regulatory and governmental approvals to the transaction 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 Randgold or Moto 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 Randgold 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 Randgold's annual report on Form 20-F for the year ended December
31, 2008 which was filed with the U.S. Securities and Exchange Commission on
May 15, 2009 and in the section entitled "Risk Factors" in Moto's Amended and
Restated Annual Information Form of the year ended December 31, 2008. Although
Randgold 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. Randgold and Moto do not undertake to update any forward-looking
statements herein, except in accordance with applicable securities laws.
    Cautionary note to US investors; the U.S. Securities and Exchange
Commission (the "SEC") permits companies, in their filings with the SEC, to
disclose only proven and probable ore reserves. We use certain terms in this
release, such as "resources", that the SEC does not recognise and strictly
prohibits us from including in our filings with the SEC. Investors are
cautioned not to assume that all or any parts of our resources will ever be
converted into reserves which qualify as 'proven and probable reserves' for
the purposes of the SEC's Industry Guide number 7.
    Randgold and Moto will be filing important documents relating to the
Randgold Transaction with the SEC and with applicable Canadian securities
regulatory authorities, including a copy of the Arrangement Agreement. The
description of the Arrangement Agreement contained herein does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Arrangement Agreement. Investors and security holders are urged to
carefully read the Arrangement Agreement and all such documents filed with the
SEC and applicable Canadian securities regulatory authorities, because these
documents will contain important information. Investors and security holders
will be able to obtain a free copy of such documents at the SEC's web site at
www.sec.gov, at the website of the Canadian securities regulators at
www.sedar.com, or by directing a request to Moto as provided above or to:
    
    Randgold Resources Limited
    David Haddon
    General Counsel and Secretary
    
    %SEDAR: 00022305E




For further information:

For further information: Randgold Resources Limited: Dr Mark Bristow,
Chief Executive, Tel: +44 788 071 1386, Tel: +44 779 775 2288; Kathy du
Plessis, Investor & Media Relations, Tel: +44 20 7557 7738, email:
randgoldresources@dpapr.com; Moto Goldmines Limited: Andrew Dinning, President
and Chief Operating Officer, Tel: +61 8 9273 4222, email:
adinning@motogoldmines.com; Mark Arnesen, Financial Director and Chief
Financial Officer, Tel: +61 8 9273 4222, email: marnesen@motogoldmines.com;
RFC Corporate Finance Ltd (Nominated Advisor to Moto for the purposes of AIM):
Steve Allen, Tel: +61 8 9480 2508, email: Steve.Allen@rfc.com.au; GMP
Securities Europe LLP (AIM Broker to Moto): James Cassley, Tel: +44 20 7647
2803, email: james.cassley@gmpeurope.com; Randgold Resources Limited website:
www.randgoldresources.com; Moto Goldmines Limited website:
www.motogoldmines.com

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MOTO GOLDMINES LIMITED

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RANDGOLD RESOURCES LIMITED

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