Moto Goldmines Ltd (MOE.AU) said Wednesday that the offer from Randgold (RRS.LN), which was announced on July 27, has been accepted by Moto and that they have entered into an arrangement agreement providing for the exchange of each outstanding common share of Moto for the equivalent of C$4.84 per share (as at August 4) on the basis of each Moto common share being exchanged for 0.07061 of a Randgold ordinary share or American Depositary Share of Randgold.

MAIN FACTS:

-Immediately prior to accepting the Randgold Transaction, Moto terminated the existing arrangement agreement with Red Back Mining Inc.

-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 on August 5.

-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.

 
-By London Bureau, Dow Jones Newswires; Contact Ian Walker; +44 (0)20 7842 9296; ian.walker@dowjones.com