High River Gold Enters Into Support Agreement With Severstal
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TORONTO, ONTARIO, Jun 16 (MARKET WIRE) --
The Board of High River Gold Mines Ltd. (TSX: HRG) ("High River" or the
"Company") announced today that High River has entered into a support
agreement (the "Support Agreement") with Lybica Holding B.V. ("Lybica"),
an affiliate of ZAO Severstal Resources, the mining division of OAO
Severstal ("Severstal"), in connection with the proposed acquisition by
Severstal of all of the common shares (the "Common Shares") of High
River. Under the terms of the Support Agreement, Lybica will offer to
acquire, by way of a take-over bid, all of the issued and outstanding
Common Shares (excluding the Common Shares currently controlled by
Severstal) for cash at a price of C$0.22 per Common Share (the "Offer").
The Special Committee of the independent members of the Board of
Directors of the Company have unanimously determined that the Offer is
fair to minority shareholders and is in the best interests of the Company
and Paradigm Capital Inc., acting as an independent appraiser, has
provided a valuation and fairness opinion to the Special Committee that
the consideration under the Offer is fair, from a financial point of
view, to the Company's minority shareholders. Based on this conclusion,
the Board of Directors (with Severstal nominees abstaining) unanimously
recommends that shareholders accept the Offer.
The take-over bid circular, containing the full terms of the Offer, will
be sent to the Company's shareholders, together with the directors'
circular and other related documents in connection with the Offer, on or
about June 22, 2009.
Severstal currently controls 312,771,130 Common Shares, representing
approximately 53% of the outstanding Common Shares, and following
completion of the previously announced private placement of 59,019,367
additional newly issued Common Shares, will control approximately 57.3%
of the outstanding Shares.
The Offer is subject to certain conditions that are required to be
satisfied prior to take-up and payment by Lybica; however, there is no
minimum tender requirement.
High River may terminate the Support Agreement under certain
circumstances, including if the Board of Directors determines in good
faith that it has received a Superior Proposal (as such term is defined
in the Support Agreement). If High River terminates the Support Agreement
in order to accept a Superior Proposal, it must pay a break fee of C$1.7
million. Lybica will have the right to match any Superior Proposal within
five business days of it being made.
About High River
High River is a gold company with interests in producing mines and
advanced exploration projects in Burkina Faso and Russia.
FORWARD LOOKING STATEMENTS
This release and subsequent oral statements made by and on behalf of the
Company may contain 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, event, 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. 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.
Dan Hrushewsky
Vice President Investor Relations
(416) 947 1440
(416) 360 0010 (FAX)
info@hrg.ca
www.hrg.ca
Copyright 2009, Market Wire, All rights reserved.
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