Red Back Mining Inc said on Monday it has agreed to buy Moto Goldmines Ltd for shares valued at C$513 million ($471 million) to take control of a African mining project.

Red Back, which operates mines in Ghana and Mauritania, said it is offering 0.45 of its own shares for each Moto share, a premium, of 40 percent Moto's weighted average share price over the past 20 days.

Red Back said the acquisition will speed development of the Moto Gold Project in the Democratic Republic of Congo and boost the company's gold production from its African properties to more than 1 million ounces per year.

Moto has a 70 percent interest in the Moto Gold Project, which could produce as much as 2.5 million ounces a year, the two companies said in a statement.

Combining the two companies will add the financing, development and operating expertise needed to complete the planned mine, the firms said.

Moto will pay Red Back a break-up fee of C$15.3 million if a higher offer emerges and Red Back will have the right to match any competing bid.

Red Back shares fell 51 Canadian cents, or 4.9 percent to C$9.94, while Moto stock climbed 10 Canadian cents to C$4.60 early on Monday morning on the Toronto Stock Exchange. ($1=$1.09 Canadian)

(Reporting by Scott Haggett; Editing by Frank McGurty)

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