Nordgold and HRG Complete the 2nd Stage Arrangement
Amsterdam and Toronto, March 13, 2013 – Nord Gold N.V. (“Nordgold”, LSE: NORD) and High River Gold Mines Ltd. (“High River”, TSX: HRG) are pleased to announce the completion of their previously announced second stage statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Yukon), whereby Nordgold acquired all of the outstanding common shares (the “High River Shares”) of High River that Nordgold did not already own.
The Arrangement was approved by the requisite majority of holders of High River Shares and holders of options to acquire High River Shares (collectively, “Securityholders”) at a special meeting of Securityholders held on February 25, 2013. On February 28, 2013, the Supreme Court of Yukon issued a final order approving the Arrangement. The Arrangement became effective on March 12, 2013. High River has applied for the High River Shares to be delisted from the Toronto Stock Exchange. In addition, High River intends to apply and make the required filings with the relevant Canadian securities regulatory authorities in order for High River to cease to be a reporting issuer or the equivalent in the relevant Canadian provinces.
Under the terms of the Arrangement, each holder of a High River Share (other than Nordgold) was entitled to elect to receive, at the discretion of the holder, either CA$1.40 (the “Cash Alternative”) or 0.285 Nordgold global depositary receipts per High River Share. Any former holder of a High River Share who did not properly elect a form of consideration prior to the 5:00 p.m. (Toronto time) election deadline on February 21, 2013 was deemed to have elected the Cash Alternative in respect of such holders’ High River Share(s).
The Arrangement also provided that each of the outstanding options to acquire High River Shares was terminated as part of the Arrangement in exchange for the greater of (i) CA$1.40 less the exercise price of the option or (ii) CA$0. Pursuant to the Arrangement, holders of 17,309,627 High River common shares now elected to receive cash in accordance with the Cash Alternative and holders of 242,093 High River common shares elected to exchange their shares for Nordgold GDR.
To make a payment to those who have chosen GDRs Nordgold issues new 68,996 ordinary shares in the capital of the company to the GDR Depositary. As a result Nordgold has an issued share capital of 378,121,955 ordinary shares.
To receive consideration under the Arrangement, former holders of High River Shares must properly complete the letter of transmittal which accompanied the High River management information circular dated January 23, 2013 (the “Arrangement Circular”) and deposit it with Equity Financial Trust Company in accordance with the terms and provisions set out in the Arrangement Circular. Complete instructions for such deposit are set out in the Arrangement Circular and the accompanying letter of transmittal.
The Arrangement Circular and a copy of the letter of transmittal are available under High River’s SEDAR profile at www.sedar.com