High River Gold Mines Ltd.

High River Gold Mines Ltd.

August 01, 2008 08:20 ET

High River Gold Announces Strategic Investment Transaction With Alfa Group

TORONTO, ONTARIO--(Marketwire - Aug. 1, 2008) - High River Gold Mines Ltd. ("High River" or the "Company")(TSX:HRG) is pleased to announce that it has entered into an arms-length strategic investment agreement with Veromart Securities Inc., an indirect wholly-owned subsidiary of the Alfa Group Consortium (the "Alfa Group") which is one of Russia's largest privately-owned financial/industrial organizations for a non-brokered private placement financing by way of the issuance of up to 160,000,000 common shares of High River in two tranches.

Tranche 1 is comprised of 75,000,000 common shares of High River for proceeds of approximately $134.3 million, with shares issuable at $1.79 per share, a premium of 25% to the weighted moving average price of the common shares of the Company over the past 20 day period.

- Tranche 1A, being 16.7 million shares of the Company for proceeds of approximately $29.9 million, is scheduled to close on or before August 29, 2008.

- Tranche 1B, being 58.3 million shares of the Company for proceeds of approximately $104.4 million, is scheduled to close at the same time as Tranche 2.

Tranche 2 is comprised of up to an additional 85,000,000 shares of the Company issuable at $1.79 per share for proceeds of up to $152.1 million.

Tranches 1B and 2 are scheduled to close on or before December 15, 2008. Tranche 2 is subject to shareholder approval. A special shareholder meeting is planned to be held in October to approve Tranche 2. While Tranche 1B is scheduled to close with Tranche 2, Alfa Group has the right to unilaterally waive this condition. On the closing of Tranche 1B, Alfa Group will be entitled to nominate 2 persons to the board of High River.

The closing of both Tranches 1A and 1B would result in Alfa Group owning approximately 18% of High River, assuming the closing of the acquisition of the remaining 50% interest in the Prognoz Silver Project. Closing of Tranche 2 would increase Alfa Group's equity interest in High River to approximately 32%.

The private placement financing has been approved by the boards of both the Company and Alfa Group and is subject to the approval of the TSX and all other required regulatory approvals.

The closing of both tranches of the private placement would provide $286.4 million to High River. This financing would provide the funds to aggressively pursue development of the Prognoz Silver Project, to acquire and consolidate advanced projects in Russia and Africa and to strengthen the Company's balance sheet through appropriate debt reduction.

David Mosher, President and CEO of High River stated: "We are delighted that Alfa Group has decided to make this strategic investment in High River. With the majority of our assets in Russia we feel very comfortable in having a major Russian group as our strategic investor. This investment is a vote of confidence in High River and having a strong partner in Russia will benefit the Company and its shareholders. This financing will allow us to aggressively advance the Prognoz Silver Project, complete our mine developments, finance our exploration programmes, and move ahead on other exciting new possibilities for High River, including new acquisitions. The strategic relationship with Alfa Group will enhance High River's competitive edge in building the Company into a substantial international precious metal producer."

Alexey Mikhailovski, Chief Executive Officer of United Gold Company, the precious metal mining arm of Alfa Group stated: "Alfa Group's investment in High River is strategic for Alfa Group as High River has created a solid foundation for growth to the next level. High River has been successful in accumulating an impressive portfolio of precious metal assets both in production and in the advanced exploration phase. The recent announcement by High River of the agreement to acquire the remaining 50% interest in the Prognoz Silver Project is a very important development as it will provide the Company with a high profile project that, with the funding in place, can be aggressively moved towards development and turn the Company into a major silver producer. We see substantial fundamental value in High River and believe that Alfa Group's involvement as strategic investor will facilitate the Company's growth in Russia and internationally."

About Alfa Group Consortium

Founded in 1989, the Alfa Group Consortium is one of Russia's largest privately-owned financial/industrial conglomerates with assets having a market value of approximately US $50 billion. Alfa Group has interests in oil and gas, commercial and investment banking, asset management, insurance, retail trade, telecommunications, media and technology. The group typically focuses on value-oriented, longer term opportunities, primarily in Russia, but also invests in other markets which form part of the Group's strategic business objectives.

Alfa Group advises that the Common Shares of High River ("Common Shares") referred to herein are being acquired for investment purposes. Alfa Group and its joint actors, may, from time to time, acquire additional securities, dispose of some or all existing or additional securities they hold, or may hold, or may continue to hold their current positions. Alfa Group will be filing a report (as contemplated by National Instrument 62-103 - The Early Warning System and Related Takeover Bid and Insider Reporting Issues) in connection with its acquisition of Common Shares. Any person who wishes to obtain a copy of such report may contact David Knight of Macleod Dixon LLP, Canadian counsel to the Alfa Group Consortium, by telephone at (416) 203-4460.

About High River

High River is an unhedged gold company with producing mines, mines under development, and advanced exploration projects in Russia and Burkina Faso. High River is bringing two new open-pit gold mines into production. The Taparko-Bouroum Gold Mine in Burkina Faso achieved commercial production in October 2007, and the Berezitovy Gold Mine in Russia is expected to achieve commercial production shortly. At full production, annual gold production is planned at 100,000 ounces at Taparko-Bouroum and is expected to exceed 100,000 ounces at Berezitovy. Combined with gold production from two underground mines in Russia, Zun-Holba and Irokinda, High River's attributable unhedged annual gold production is expected to exceed 300,000 ounces. In addition, the Company has three advanced exploration projects, the Bissa Gold Project in Burkina Faso, the Prognoz Silver Project and the Chaya Nickel Project in Russia. These projects are expected to significantly add to the Company's shareholder value in the future.

Forward Looking Statements - This release and subsequent oral statements made by and on behalf of the Company may contain forward-looking statements, which reflect management's expectations with respect to the proposed transaction. Wherever possible, words such as "intends", "expects", "scheduled", "estimates", "anticipates", "believes", and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, High River cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. Such factors include, but are not limited to, any inability of High River to obtain TSX approval for the transaction, or an inability of High River to issue Common Shares from treasury. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause High River's actual results, event, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although High River has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this release, and High River assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law.

Contact Information

  • High River Gold Mines Ltd.
    Dan Hrushewsky
    Vice President Investor Relations
    (416) 947-1440
    (416) 360-0010 (FAX)
    Email: info@hrg.ca
    Website: www.hrg.ca
    Alfa Group Consortium: United Gold Company
    Alexey Mikhailovski
    Chief Executive Officer
    7 495 967 0802
    7 495 967 0803 (FAX)
    Email: am@unigold.ru