Report Pursuant to
Section 102.1 of the Securities Act (Ontario) and
Similar Provisions of other Provincial Securities Legislation
1. The name and address of the Offeror
Electrum Strategic Holdings LLC (the “Offeror”)
1370 Avenue of the Americas, 19th Floor
New York NY 10019
2. The designation and number or principal amount of securities and the Offeror’s security
holding percentage in the class of securities of which the Offeror acquired ownership or
control in the transaction or occurrence giving rise to the obligation to file a news release,
and whether it was ownership or control that was acquired in those circumstances
On April 27, 2009, the Offeror, a wholly-owned subsidiary of GRAT Holdings LLC
(“Holdings”), acquired ownership of 8,000,000 common shares (the “Common Shares”) of
Moto Goldmines Limited (the “issuer”) for the aggregate purchase price of $22,400,000,
representing a subscription price of $2.80 per share.
As a result of the acquisition noted above, the Offeror owns 14,967,300 Common Shares,
representing approximately 14.19% of the issued and outstanding Common Shares.
The issuer issued a press release on April 27, 2009 announcing the issuance of the Common
Shares as part of its recently completed prospectus offering and the Offeror issued a press release
on April 27, 2009 announcing the acquisition of the Common Shares.
3. The designation and number or principal amount of securities and the Offeror’s
securityholding percentage in the class of securities immediately after the transaction or
occurrence giving rise to obligation to file a news release
As a result of the acquisition noted above, the Offeror owns 14,967,300 Common Shares,
representing approximately 14.19% of the issued and outstanding Common Shares.
4. The designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph (3) over which:
(a) the Offeror, either alone or together with any joint actors, has ownership and
control
As a result of the acquisition noted above, the Offeror owns 14,967,300 Common Shares,
representing approximately 14.19% of the issued and outstanding Common Shares.
Holdings indirectly owns and controls the Common Shares held by the Offeror.
(b) the Offeror, either alone or together with any joint actors, has ownership but
control is held by other persons or companies other than the Offeror or any joint
actor
Not applicable.
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared
control but does not have ownership
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Not applicable.
5. The name of the market in which the transaction or occurrence that gave rise to the news
release took place
Not applicable.
6. The value in Canadian dollars of any consideration offered per security if the Offeror
acquired ownership of a security in the transaction or occurrence giving rise to the
obligation to file a news release
The acquisition cost of the Common Shares was $2.80 per share.
7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence
that gave rise to the news release, including any future intention to acquire ownership of, or
control over, additional securities of the reporting issuer
Although the Common Shares referred to above were acquired for investment purposes, the
Offeror and/or one or more of its affiliates may, either alone or with others, consider and/or
initiate alternative proposals and/or transactions with a view to enhancing the shareholder value
of the issuer. Such alternative proposals and/or transactions may include the Offeror and/or one
or more of its affiliates, either alone or with others, acquiring some or all of the outstanding
securities of the issuer and may also include the Offeror supporting others in an alternative
proposal and/or transaction.
8. The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the Offeror,
or any joint actor, and the issuer of the securities or any other entity in connection with the
transaction or occurrence giving rise to the news release, including agreements with respect
to the acquisition, holding, disposition or voting of any of the securities
Not applicable.
9. The names of any joint actors in connection with the required disclosure
Holdings indirectly owns and controls the Common Shares held by the Offeror.
10. In the case of a transaction or occurrence that did not take place on a stock exchange or
other market that represents a published market for the securities, including an issuance
from treasury, the nature and value in Canadian dollars of the consideration paid by the
Offeror
The nature and value of the consideration paid by the Offeror for the Common Shares was cash
with a value of $22,400,000, representing a subscription price of $2.80 per share.
11. If applicable, a description of any change in any material fact set out in a previous report by
the entity under the early warning requirements or Part 4 of National Instrument 62-103 in
respect of the reporting issuer’s securities
Not applicable.
12. If applicable, a description of the exemption from securities legislation being relied on by the
Offeror and the facts supporting that reliance
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Not applicable.
13. The filing of this report is not an admission that an entity named in the report owns or
controls any described securities or is a joint actor with another named entity.
DATED this 30th day of June, 2009.
ELECTRUM STRATEGIC HOLDINGS LLC
“William Natbony”
Name: William Natbony
Position: Manager
Greeny
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