Корпоративное действие High River Gold Mines LTD — Purchase Offer by Nord Gold N.V. (extending)

Event Details
Amsterdam — November 27, 2012 — Nord Gold N.V. (LSE: NORD) («Nordgold») announces that all of the conditions to its offer to acquire the outstanding shares of High River Gold Mines Ltd. («High River», TSX: HRG) not already owned by Nordgold (the «Offer») have been satisfied and that 108,236,052 shares of High River, representing approximately 51.6% of the High River shares not already owned by Nordgold, have been taken up under the Offer and will be paid for in accordance with the terms of the Offer. With the acquisition of these shares under the Offer, Nordgold will own 738,863,524 shares of High River, representing approximately 87.9% of the issued and outstanding High River shares.

In connection with payment for the High River shares taken up, Nordgold will issue 18,891,687 global depositary receipts («GDRs»), each representing an interest in one newly issued ordinary share of Nordgold, to eligible High River shareholders who have accepted the Offer and elected to receive GDRs.

Nordgold also announces that it is extending the Offer to allow the remaining High River shareholders sufficient time to tender their shares to the Offer. The Offer is now unconditional and open for acceptance until 12:01 a.m. (Toronto time) on December 8, 2012. A notice of extension will be mailed to the remaining High River shareholders and filed on SEDAR.

Under the terms of the Offer, eligible High River shareholders who tender their High River shares to the Offer can elect to receive either:
(i) 0.285 Nordgold GDRs for each High River share tendered; or (ii) C$1.40 in cash for each High River share tendered.

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.

Nordgold will not be increasing the Offer consideration and has no intention of extending the Offer beyond December 8, 2012.

This corporate action notification does not constitute an offer to sell or the solicitation of an offer to buy any securities by anyone in any jurisdiction it is not, and should not be construed or treated as, investment or financial advice. In providing this information, euroclear bank is not acting as agent of the issuer by sending an instruction to euroclear bank, you confirm that you (and any beneficial owner(s) for whom you act) comply with the terms and conditions of the corporate event if no instruction is required via euroclear bank for this corporate action, you should ensure full compliance with the terms of the corporate event and the agent’s requirements.