High River Mails Directors' Circular; Board Recommends Shareholders Accept Nord Gold's Offer
(firmenpresse) - TORONTO, ONTARIO -- (Marketwire) -- 10/31/12 -- High River Gold Mines Ltd. (TSX: HRG) ("High River" or the "Company") announced today that is has mailed to its shareholders a Directors' Circular as required by applicable securities laws in response to the offer by Nord Gold N.V. ("Nordgold") to acquire the outstanding common shares ("Shares") of the Company not already owned by Nordgold (the "Offer"). Under the terms of the Offer, eligible High River shareholders who tender their Shares to the Offer can elect to receive either: (i) 0.285 Nordgold global depositary receipts for each Share tendered (the "GDR Offer"); or (ii) C$1.40 in cash for each Share tendered (the "Cash Alternative"). A copy of the Directors' Circular is available online at .
The board of directors of High River (the "Board of Directors") (with those directors who are nominees of Nordgold abstaining), upon the unanimous recommendation of its Special Committee, unanimously recommends that High River shareholders accept the Offer and tender their Shares to the Offer. The Offer is open for acceptance until 12:01a.m., (Toronto time) on November 27, 2012, unless the Offer is extended or withdrawn. The Board of Directors recommends that shareholders accept the Offer for a number of reasons, including:
For the foregoing reasons, and the reasons set out in full in the Directors' Circular, the Board of Directors (with those directors who are nominees of Nordgold abstaining) unanimously recommends that High River shareholders accept the Offer and tender their Shares to the Offer. High River advises shareholders not to take any action until they have read the Directors' Circular in its entirety and to defer making any determination with respect to the Offer until reading the Directors' Circular.
About High River
High River is an unhedged gold company with interests in producing mines, development and advanced exploration projects in Russia and Burkina Faso. Two underground mines, Zun-Holba and Irokinda, are situated in the Lake Baikal region of Russia. Two open pit gold mines, Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also in production. Finally, High River has a 90% interest in a development project, the Bissa gold project in Burkina Faso, and a 50% interest in an advanced exploration project with NI 43-101 compliant resource estimates, the Prognoz silver project in Russia.
FORWARD-LOOKING INFORMATION
This release contains forward-looking statements. Wherever possible, words such as "intends", "expects", "scheduled", "estimates", "anticipates", "believes", and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, High River cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause High River's actual results, events, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although High River has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended, including those risk factors discussed in the Company's 2011 Annual Information Form. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. Any forward-looking statements are made as of the date of this release, and High River assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law.
Contacts:
High River Gold Mines Ltd.
Yury Lopukhin
CEO
011 7 495 981 0910 ext. 6821
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Datum: 31.10.2012 - 21:15 Uhr
Sprache: Deutsch
News-ID 198305
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Mining & Metals
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