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Randgold Resources Limited (RRS.LN), a Gold explorer, announced Thursday that it has approached the Board of Directors of Moto Goldmines Limited (MOE.LN) and proposed to enter into an arrangement agreement providing for the exchange of each outstanding common share of Moto for the equivalent of C$5.00 per share (as at Jul. 15).

MAIN FACTS:

-Under the Proposed Randgold Transaction, Moto shareholders would receive 0.07061 of an ordinary share of Randgold (or, where applicable, 0.07061 of an American Depositary Share (ADS) of Randgold) per Moto share.

-In addition, Moto shareholders would be provided the option to elect to receive (in lieu of Randgold shares or ADSs) cash consideration of $4.47 per Moto share (C$5.00 based on the noon exchange rate published by the Bank of Canada on Jul. 15) 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 Proposed Randgold Transaction of $244 million.

-Assuming full take-up of the cash alternative Randgold would expect to issue a total of 3.9 million shares (including shares represented by ADSs) and pay a total cash amount of $244 million to Moto shareholders.

-Based on the closing price of Randgold ADSs on Jul. 15 of $63.26 per ADS, the Proposed Randgold Transaction values Moto at $488 million (C$546 million) and represents a premium to Moto shareholders of:

-* 7%, based on the closing price of Moto's common shares on the Toronto Stock Exchange and the closing price of Randgold's ADSs on NASDAQ, adjusted to Canadian dollars, as at Jul. 15;

-* 12%, based on the 20-day volume-weighted average price of Moto's common shares on the Toronto Stock Exchange and the 20-day volume weighted average price of Randgold's ADSs on NASDAQ, adjusted to Canadian dollars, to Jul. 15;

-* 11%, based on the closing price of Moto's common shares on the Toronto Stock Exchange as at May. 29, the last business day prior to the announcement of the Red Back Transaction and the closing price of Randgold's ADSs on NASDAQ, adjusted to Canadian dollars, as at Jul. 15; and

-* 60%, based on the 20-day volume-weighted average price of Moto's common shares on the Toronto Stock Exchange to May. 29, 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 Jul. 15.

-Randgold and AngloGold Ashanti Limited (ANG.JO) have agreed to cooperate in respect of the Proposed Randgold Transaction.

-In that regard, AngloGold has agreed to fully fund the cash alternative described above in partial payment for an indirect 50% interest in Moto which it would acquire upon completion of the Proposed Randgold Transaction.

-Pursuant to AngloGold's agreement to acquire its indirect interest as described, as is customary for transactions of this nature, an application has been made by AngloGold and is currently under consideration by the South African Reserve Bank.

-In addition, following completion of the Proposed Randgold Transaction, AngloGold would 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 would be appointed operator of the project.

-Randgold and AngloGold have received the full support from their respective boards of directors for the Proposed Randgold Transaction.

-Neither Randgold nor AngloGold requires shareholder approval in order to proceed with the Proposed Randgold Transaction.

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