NEWS RELEASE TRANSMITTED BY CCNMatthews
FOR: HIGH RIVER GOLD MINES LTD.
TSX SYMBOL: HRG
DECEMBER 9, 2004 - 09:38 ET
High River Gold Continues to Increase Equity Interest
TORONTO, ONTARIO--(CCNMatthews - Dec. 9, 2004) - High River Gold Mines
Ltd. (TSX:HRG) ("High River") today announced it has finalized four
agreements with separate investors to acquire their equity interests in
the Russian company, OJSC Buryatzoloto, in exchange for shares in High
River to be issued from treasury. Upon closing, High River will receive
a total of 1,390,074 additional shares of Buryatzoloto in the form of
38,444 common shares, 1,211,470 American Depository Receipts ("ADR"s)
and 140,160 Convertible Preference "A" shares. Each ADR and Preference
"A" share represents the equivalent of one common share of Buryatzoloto.
High River will be issuing a total of 16,347,270 common shares of the
Company to these investors.
The share purchase exchange agreements are subject to satisfaction of
all conditions to closing including receipt of all regulatory approvals.
Following closing of these transactions and including the share exchange
with the European Bank for Reconstruction and Development ("EBRD"),
previously announced in August, High River's equity interest in
Buryatzoloto will have increased by approximately 32% to 81.8% on a
fully diluted basis (representing 84.9% of the issued shares). High
River will have issued a total of 28,107,270 treasury shares under this
share exchange initiative.
At the June 2004 annual meeting, High River shareholders authorized
management to enter into private transactions to acquire additional
Buryatzoloto shares on the basis of 11.76 common shares of High River
for each Buryatzoloto share, subject to regulatory approval and
compliance with securities laws, to a maximum issue of 30 million High
River shares. The exchange ratio was determined based on a net asset
valuation approach and was agreed to by the Boards of both companies.
The commonality of many of the assets simplified the process.
The corporate structure between Buryatzoloto and High River has been an
inhibitor to the realization of full value for the shareholders of both
companies. It was concluded that consolidating the assets, to the
largest extent possible under the High River entity, would be the most
effective way of unlocking this additional shareholder value. The share
exchange initiative, together with the decision to retain the 99%
interest in the Berezitovy Gold Project within High River, has made a
significant contribution toward this objective.
Buryatzoloto owns and operates two underground gold mines in southern
Siberia, Russia, having combined gold production of approximately
150,000 ounces per year. High River is developing two new open-pit
conventional milling gold mines, the Berezitovy Project in Russia and
the Taparko-Bouroum Gold Project in Burkina Faso, West Africa. Following
successful development of both projects, High River's attributable
annual gold production is expected to triple to more than 300,000 ounces
FOR FURTHER INFORMATION PLEASE CONTACT:
High River Gold Mines Ltd.
President and CEO
High River Gold Mines Ltd.