Nord Gold N.V.
Nord Gold N.V. Reminds Shareholders of High River Gold Mines Ltd. of Upcoming Expiry of Offer and Encourages Shareholders to Tender Their Shares
Amsterdam – November 21, 2012 – Nord Gold N.V. (LSE: NORD) (“Nordgold”) reminds shareholders of High River Gold Mines Ltd. (“High River”, TSX: HRG) that Nordgold’s offer to acquire the outstanding High River shares not already owned by Nordgold (the “Offer”) is open for acceptance until 12:01 a.m. (Toronto time) on November 27th. To ensure that tendered shares are received by the depositary prior to the expiry time, High River shareholders are encouraged to tender their shares to the Offer as soon as possible.
Summary of the Offer
Under the terms of the Offer, eligible High River shareholders have the right to elect to receive either:
(i) 0.285 Nordgold global depositary receipts (“GDRs”) for each High River share tendered (the “GDR Offer”); or
(ii) C$1.40 in cash for each High River share tendered (the “Cash Alternative”, together with the GDR Offer, the “Offer”).
The Offer is not subject to any minimum number of High River Shares being tendered.
The Offer is already supported by a significant proportion of the minority High River shareholders. Nordgold has entered into lock-up agreements with certain High River shareholders holding, in aggregate, approximately 29% of the High River shares not already owned by Nordgold, pursuant to which such High River shareholders have agreed to deposit their High River shares under the Offer and to elect to receive GDRs as consideration.
In its directors’ circular dated October 30, 2012, the board of directors of High River unanimously recommended that High River shareholders accept and tender their shares to the Offer.
How to Tender High River Shares
High River shareholders who have questions regarding the Offer, tendering shares under the Offer or, where the certificates representing shares and other required documents cannot be delivered to the depositary prior to the expiry time, submitting a notice of guaranteed delivery should contact:
Alexey Shchedrin, Investor Relations, Nordgold: +7 917 502 2048
Peter Bacchus/Nick Adams/Thomas Rider, Jefferies International Limited: +44 20 7029 8000