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MOTIO LTD Capital/Financing Update 2012

Apr 9, 2012

65390_rns_2012-04-09_c575b636-1e3f-4d6a-a334-925bcab4974b.pdf

Capital/Financing Update

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==> picture [214 x 85] intentionally omitted <==

Perth Office 108 Outram Street West Perth, WA, 6005

PO Box 1974 West Perth WA 6872

T: +61 8 9476 4500 F: +61 (08) 6314 1587

10 April 2012

ASX Announcement

The Manager Company Announcements Office Australian Securities Exchange Limited Level 4 Exchange Centre 20 Bridge Street Sydney NSW 2000

Convertible Note Agreement

Red October Resources Limited ( Red October or the Company ) is pleased to advise that it has entered into a Subscription Agreement with a consortium of investors to raise up to $600,000 by way of a Convertible Note issue.

The Convertible Notes will be issued in two tranches as follows.

  • i) Convertible Notes with a face value of $200,000 will be issued within two business days of receipt of funds following the settlement with Kytco BV ( Kytco ) in connection with the Akjilga Silver Project in Tajikistan ( First Tranche Conditions ); and

  • ii) Convertible Notes with a face value of $400,000 will be issued within 2 business days of receipt of funds following:

    • a. Execution of the revised Pardoo Joint Venture Agreement with Segue Resources Ltd; and

    • b. In-principle approval from the ASX that the securities of Red October will be reinstated to trading on the ASX (together the Second Tranche Conditions ).

The Company will use the proceeds from the Convertible Notes for the payment of the settlement amount to Kytco and for general working capital purposes as the Board progresses the recapitalisation and reinstatement of Red October.

Terms of Convertible Notes

The Convertible Notes have the following commercial terms:

  • a) The Convertible Notes will have a total face value in aggregate of $600,000 and be issued to a consortium of investors comprising eleven entities.

  • b) Subject to shareholder approval the Convertible Notes will convert into ordinary shares at $0.005 per share.

Red October Resources Ltd ACN 147 799 951

  • c) The maturity date of the Convertible Notes is six months from the date of issue.

  • d) The Convertible Notes will be repaid with interest immediately on the earlier to occur of the date:

    • i. on which it is not possible for the Company to hold a shareholder meeting by 30 June 2012; or

    • ii. shareholders do not give shareholder approval.

  • e) Interest will accrue daily at a rate of 9.25% per annum from the date of issue based on actual days lapsed.

  • f) Conversion of the Convertible Notes to ordinary shares will be subject to the approval of shareholders.

The Convertible Notes are being issued to a consortium of investors of which a total of $332,000 is being provided by related parties to the Company.

For and on behalf of the board

Matthew Foy Company Secretary

Red October Resources Ltd ACN 147 799 951