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NEWS RELEASE TRANSMITTED BY CCN - A NEWSWIRE SERVICE OF ITG
FOR: QUEENSTAKE RESOURCES LTD.
TSE SYMBOL: QRL
AND HIGH RIVER GOLD MINES LTD.
TSE SYMBOL: HRG
DECEMBER 5, 2000 - 11:33 EST
Queenstake Resources/High River Gold: High River and
Incanore Resolve Dispute
VANCOUVER, BRITISH COLUMBIA--As a result of the resolution of
their dispute, High River Gold Mines Ltd. has withdrawn its
objection to the sale of Incanore Gold Mines Ltd. to Queenstake
Resources Ltd.
As previously reported, Incanore is an exploration company active
in Burkina Faso, West Africa. Incanore's assets include an 18.5%
joint venture interest in the Taparko gold property, its partners
being High River, the operator and holder of a 61.5% interest and
the Burkina Faso government, which holds a 20% interest. Pursuant
to a letter agreement dated August 2, 2000, Queenstake has
undertaken to acquire all of the shares of Incanore for
consideration of 7,600,000 shares of Queenstake (the
"Acquisition"). In an associated transaction the Canadian
Imperial Bank of Commerce undertook a concurrent $1 million
financing of Queenstake consisting of 5,405,405 Special Warrants
of Queenstake at a price of $0.185 per Special Warrant (the
"Financing").
To achieve the objectives of all parties, Incanore, with
Queenstake's agreement, has granted High River an option to
purchase its 18.5% interest in Taparko for Cdn $1.4 million. The
option will expire on the earlier of the third anniversary of the
closing of the Acquisition or the date High River begins
construction of a production facility at Taparko. During the
option period High River will meet 100% of the funding
requirements of the Taparko joint venture. Any funds expended
during the option period by High River will be added to the
initial joint venture earn-in expenditures, which High River is
entitled to deduct from production cash flow from Taparko.
Incanore's outstanding cash call, which may be confirmed by audit,
but expected to be approximately Cdn $30,000, will be payable on
December 29, 2000. If High River elects not to exercise the
option, cash calls will resume according to the terms of the joint
venture agreement and failure to meet current cash calls within 30
days will result in dilution of Incanore's interest.
Providing the Acquisition completes, Chris Davie and David Mosher
have agreed to meet on a regular basis as part of the Taparko
joint venture review process and High River has agreed to give
Queenstake a 30 day exclusive negotiating right with respect to
any future initiatives regarding the development of the Taparko
joint venture. This resolution provides High River with
additional incentive to increase the value of the Taparko project,
relieves Queenstake of the cash burden of maintaining its position
during the three-year option period and provides a mechanism for
Queenstake to assist High River in the future development of
Taparko.
As announced by Queenstake on November 23, 2000 Queenstake closed
into escrow the Financing with the CIBC, a 42% shareholder of
Incanore. The release of the Financing proceeds from escrow is
subject only to receipt of regulatory and corporate approvals,
including approval of The Toronto Stock Exchange and Queenstake's
shareholders for i) the Financing, and ii) the Acquisition which
will be sought at a special meeting to be held on December 15,
2000.
Chris Davie said, "Queenstake is delighted to have in this
agreement a firm foundation for the future economic development of
Taparko. We look forward to working with High River to optimize
the economics of the Taparko project".
The securities discussed in this news release have not and will
not be registered under the United States Securities Act of 1933,
as amended (the "1933 Act") and may not be offered or sold in the
United States unless registered under the 1933 Act and the
securities laws of all applicable states of the United States or
an exemption from such registration requirements is available.
This news release contains forward-looking statements regarding
approval of the Acquisition and Financing agreements at a special
meeting of shareholders to be held on December 15, 2000. Actual
results may differ materially from those currently anticipated in
such statements.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Queenstake Resources Ltd.
Chris Davie
President and Chief Executive Officer
(303) 297-1557
Website: www.queenstake.com
Email: info@queenstake.com
or
High River Gold Mines Ltd.
David Mosher
President and Chief Executive Officer
(416) 947-1440
Website: www.hrg.ca
Email: HighRiverGold@sympatico.ca
The TSE has neither reviewed nor accepts responsibility for the
adequacy or accuracy of this release.
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