Nord Gold NV And High River Gold Mines Ltd Announces Acquisition Transaction

Friday, 21 Dec 2012 02:00am EST 

Nord Gold NV and High River Gold Mines Ltd. announced that they have entered into an arrangement agreement setting out their intention to complete a statutory plan of arrangement under the Business Corporations Act (Yukon) that will allow Nordgold to acquire all of the common shares of High River not already owned by Nordgold. Nordgold currently owns 822,667,242 shares of High River, representing approximately 97.9% of the issued and outstanding High River shares. The consideration payable under the proposed plan of arrangement will be identical to the consideration offered under the bid. Subject to the terms of the arrangement, each holder of a High River share (other than Nordgold) will be entitled to receive, at the election of the holder, either CAD1.40 or 0.285 Nordgold global depositary receipts per High River share. The arrangement agreement also provides that each of the outstanding options to acquire High River shares will be terminated as part of the arrangement in exchange for the greater of CAD1.40 less the exercise price of the option or CAD0. The proposed arrangement is expected to be completed in early March 2013. 

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