High River Gold Mines Ltd HRIVF

RE: New acquisition of Silverstal

[kolzee]

Sacre-Coeur Minerals agrees to acquistion by Severstal 2010-09-22 09:51 ET - News Release Mr. Irwin Olian reports SACRE-COEUR MINERALS EXECUTES AGREEMENT FOR ITS ACQUISITION BY SEVERSTAL Sacre-Coeur Minerals Ltd. as well as Severstal Gold NV andSeverstal Gold LLC, affiliates of OAO Severstal, have entered into abinding agreement for the purchaser to purchase all of the outstandingcommon shares of Sacre-Coeur not currently owned by the purchaser andits affiliates for cash consideration of $1.60 per share and for thepurchaser to also purchase for cash all of the outstanding warrants andall of the outstanding options (vested and not yet vested) ofSacre-Coeur for a cash payment equal to the difference between $1.60 andthe exercise price of the respective warrant or option. The purchaseprice represents an 88% premium over Sacre-Coeur's average closing pricefor the 20 trading days on the TSX Venture Exchange precedingSacre-Coeur's related press release of September 8, 2010. The Purchaserhas represented that the cash consideration payable to securityholdersof Sacre-Coeur is in place and accordingly there is no financingcondition to closing of the Transaction. The Board of Directors ofSacre-Coeur has approved the Transaction. Union Securities Ltd. hasagreed to furnish a fairness opinion in connection with the Transaction. The Transaction is subject to successful completion of duediligence. Sacre-Coeur has agreed not to solicit or accept any competingoffer, except in certain circumstances. If the Transaction is notcompleted under certain of these circumstances, Sacre-Coeur has agreedto pay to the Purchaser a termination fee of CAD$2.75 million.Sacre-Coeur has also provided the Purchaser with certain customaryrights, including a right to match competing offers. The Transaction will be structured as a plan of arrangement underthe Canada Business Corporations Act and is subject to customaryclosing conditions, including receipt of all necessary court andregulatory approvals. The Transaction is also subject to the approval ofnot less than 66 2/3% of the votes present in person or by proxy at aspecial meeting of the shareholders of Sacre-Coeur to be called toapprove the Transaction. Irwin A. Olian, Jr., Sacre-Coeur's principalshareholder, has executed a voting agreement in favour of the Purchaser,pursuant to which he has agreed to support the Transaction. The specialmeeting is expected to be held in November 2010 and the Transaction isexpected to close within three business days after the meeting. Morgan Stanley & Company Limited and Cassels Brock& Blackwell LLP are acting as the financial and legal advisorsto the Purchaser and Severstal Gold on this transaction. FaskenMartineau DuMoulin LLP is acting as the legal advisor to Sacre-Coeur. According to Irwin Olian, Chairman of Sacre-Coeur, "We view thistransaction as highly beneficial to the shareholders of Sacre-Coeur asit provides them with liquidity at a reasonable valuation in thisdifficult financial environment and rewards them for their financialsupport of Sacre-Coeur. At the same time, Severstal Gold and itsaffiliates are highly experienced in international mining operations andhave access to the relatively large financial and technical resourcesthat may be required to bring Sacre-Coeur's Guyanese projects tofruition. Thus, the Transaction is likely to enhance future prospectsfor successful commercial mining operations at Million Mountain andelsewhere in Guyana, with strong benefits to the people and economy ofGuyana. This suggests the Transaction will be a win-win for allconcerned." "We believe that with its portfolio of exploration assets inGuyana, Sacre-Coeur provides an excellent entry point into South Americafor Severstal Gold," said Nikolai Zelenski, CEO of Severstal Gold. We seek Safe Harbor. ----------Original Message Posted 9/22/2010 10:01:53 AM---------- Sacre-Coeur Minerals Executes Agreement for its Acquisition by Severstal