High River Gold Mines Ltd HRIVF

RE: Nord Gold Prospectus

[Waterman1]

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A significant subsidiary within the Group remains a public company with minority shareholders.

The Group holds a controlling, but not 100 per cent., interest in High River Gold Mines Ltd., whose shares are listed on the Toronto Stock Exchange. Minority shareholders in High River Gold Mines Ltd. could sue for damages in respect of transactions entered into by High River Gold Mines Ltd. with related parties, including other Group entities or entities within the Severstal Group. While the Group’s ability to enter into such transactions in the future would not be prohibited, the potential for lawsuits by minority shareholders could diminish the Group’s incentives for engaging in transactions with related parties. Such actions by minority shareholders could also generate negative publicity for the Group and consume management resources, which could have a material adverse effect on the Group’s operations and, consequently, on the value of the Shares.