MOY Moydow Mines

 

TIDMMOY 
 
RNS Number : 2880C 
Moydow Mines International Inc 
10 November 2009 
 

Moydow Mines International Inc. Enters into Agreement with Franco-Nevada 
Corporation providing for the Acquisition of Moydow - Transaction Valued at 
US$58 Million 
Toronto Ontario - (Marketwire - 11/10/09) - Moydow Mines International, Inc. 
("Moydow" or the "Company") (TSX: MOY) (AIM: MOY) today announce that it has 
entered into an agreement (the "Agreement") with Franco-Nevada Corporation (TSX: 
FNV) ("Franco-Nevada") which sets out the basis on which Franco-Nevada will 
acquire the Company and its 2% Net Smelter Returns royalty (the "Ntotoroso 
Royalty") on a portion of Newmont Mining Corporation's Ahafo gold mine in Ghana 
for total consideration valued at US$58 million. 
The Company's President and Chief Executive Officer, Brian Kiernan commented: 
"We are very pleased to announce this agreement with Franco-Nevada. This is an 
excellent result for Moydow and its shareholders. The Ntotoroso Royalty is 
Moydow's principal asset and we believe that this is the right time to realize 
its value for our shareholders through its sale to Franco-Nevada. Franco-Nevada 
is one of the world's premier precious metals royalty companies. Through the 
sale of Moydow and the royalty to Franco-Nevada, we believe we offer our 
shareholders continued exposure to the Ntotoroso royalty as well as increased 
leverage to rising commodity prices from Franco-Nevada's broader portfolio of 
precious metals and oil and gas royalties." 
 
 The Agreement provides that 
Moydow and Franco-Nevada are to complete definitive transaction agreements, 
including the arrangement agreement and the partial royalty purchase agreement, 
by 5:00 pm (Toronto time) on November 20, 2009. The transaction will be carried 
out in two steps whereby Franco-Nevada will first purchase 20% of the Ntotoroso 
Royalty for cash consideration of US$13 million. Following receipt of approval 
by Moydow shareholders and satisfaction of other customary closing conditions, 
the parties will then carry out a court-approved plan of arrangement (the 
"Arrangement"), whereby Franco-Nevada will acquire all of the issued and 
outstanding common shares of Moydow ("MOY Shares") in exchange for common shares 
of Franco-Nevada ("FN Shares") on the basis of 0.02863 FN Shares for each MOY 
Share (the "Exchange Ratio"). Moydow will be delisted from the TSX and AIM and 
Moydow shareholders will receive FN Shares in exchange for their Moydow shares 
in accordance with the Exchange Ratio. The proposed transaction includes a 
number of related party transactions which will be fully disclosed to 
shareholders in the circular convening the Extraordinary General Meeting. 
The Agreement may be terminated in certain circumstances, including if the 
parties do not enter into the definitive transaction agreements by the November 
20th deadline or by Franco-Nevada as a result of its due diligence review of 
Moydow. Moydow has also agreed not to solicit alternative proposals and has 
agreed to pay a break fee to Franco-Nevada in certain circumstances if it enters 
into a superior proposal. 
Certain shareholders of Moydow, including Brian Kiernan, holding approximately 
55% of the outstanding MOY Shares, will enter into lock-up agreements pursuant 
to which they will agree to support and vote in favour of the Arrangement. The 
parties expect the transaction will close in January 2010. 
About Moydow 
The Company is engaged in the acquisition, exploration and development of 
mineral properties worldwide. Corporate information is available on the 
Company's website www.moydow.com. The Company is listed on the Toronto Stock 
Exchange and the AIM Market of the London Stock Exchange under the symbol "MOY." 
For further information please contact Michael Power, Vice President, Corporate 
Development at 416-703-3751. 
On behalf of the Board of Directors 
Brian Kiernan, President and Chief Executive Officer 
Forward Looking Statements 
This press release contains "forward-looking statements" within the meaning of 
applicable Canadian securities laws. Generally, forward-looking statements can 
be identified by the use of the forward-looking terminology such as "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 the conditions in the Framework Agreement and the 
definitive agreements will be satisfied, that Franco-Nevada will be satisfied 
with its due diligence investigation of Moydow, that the required approvals will 
be obtained from the shareholders of Moydow, that all third party regulatory and 
governmental approvals to the transaction described herein will be obtained and 
all other conditions to the completion of the transactions described herein will 
be satisfied or waived. Many of these assumptions are based on factors and 
events that are not within the control of Moydow and Franco-Nevada 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, performance or achievements of Moydow and 
Franco-Nevada to be materially different from those expressed or implied by such 
forward-looking statements, including but not limited to: risks related to 
mineral prices, market and industry expectations, the mining industry and 
general economic and political conditions, as well as those factors discussed in 
the section entitled "Description of the Business - Risk Factors" in Moydow's 
Annual Information Form for the year ended December 31, 2008 and although Moydow 
has 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 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. Moydow does not undertake to update any 
forward-looking statements that are incorporated by reference herein, except in 
accordance with applicable securities laws. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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