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TORONTO,
ONTARIO--(Marketwire - Oct. 27, 2009) - High River Gold Mines Ltd.
("High River" or the "Company") (TSX:HRG) announced
today that the Toronto Stock Exchange (the "TSX") has
accepted notice and conditionally approved the listing of up to
150,000,000 common shares of the Company (the "Shares") in
connection with a proposed private placement (the "Private
Placement") to Polenica Investments Limited
("Polenica"), an affiliate of Troika Dialog Group
("Troika"). Subject to negotiation of final agreements and
due diligence, as well as the receipt and clearance of a Personal
Information Form in respect of Polenica by the TSX, Polenica will
acquire 150,000,000 Shares, representing approximately 23.1% of the
649,213,040 currently outstanding Shares, at a price of $0.38 per
Share. The proceeds of the Private Placement will be used by High River
to repay the approximately US$27 million outstanding under the two
credit agreements that were assigned by Standard Bank Plc to OAO
Severstal ("Severstal") as of April 20, 2009, with the
balance being used to fund the exploration program at Buryatzoloto and
for general corporate purposes.
The Private Placement was unanimously approved by the Board of
Directors of High River, with nominees of Severstal abstaining. It is expected
that concurrently with the closing of the Private Placement, a nominee
of Troika will be appointed to the Board of Directors of High River and
to the Audit Committee, provided such nominee qualifies for such
appointment under applicable securities legislation.
Igor Klimanov, CEO of High River commented on the Private Placement:
"The Private Placement will significantly strengthen High River's
financial position and allow the Company to finance its Capex program
and repay a portion of the existing indebtedness. Troika is a
well-known Russian financial institution and we look forward to working
with our new investor to continue developing High River's
potential."
Richard Ogdon, Chief Risk and Capital Officer at Troika Dialog said:
"Troika Dialog Group as financial investor has a proven track
record of investing into companies with strong future prospects
operating in Russia across various sectors. We believe in the growth
potential of High River, in particular in the context of strong gold
sector fundamentals."
The Private Placement is expected to close as soon as practicable upon
finalization of documentation, completion of due diligence and the
receipt and clearance of a Personal Information Form in respect of
Polenica by the TSX.
About Troika Dialog
Founded in 1991, Troika Dialog Group is the leading independent full
service investment bank and asset management firm in Russia. The
Group's business consists of securities sales and trading, investment
banking, private wealth and asset management, retail distribution and
alternative investment. Troika Dialog's operations are located in 25
cities across Russia plus offices in London, New York, Kyiv, Almaty and
Nicosia. In March this year, Troika Dialog Group announced a strategic
alliance with Standard Bank under which Standard Bank acquired a 33%
stake in Troika Dialog.
For further information please contact the Troika Dialog Group Press
Office by telephone, +7 (495) 258-05-19, or by e-mail: pressa@troika.ru.
About High River
High River is unhedged gold company with interests in producing mines
and advanced exploration projects in Russia and Burkina Faso. Two
producing mines, Zun-Holba and Irokinda, are situated in the Lake
Baikal region of Russia. Two new open pit gold mines, Berezitovy in
Russia and Taparko-Bouroum in Burkina Faso, are also in production.
Finally, High River has two advanced exploration projects with NI
43-101 compliant resource estimates, the Bissa gold project in Burkina
Faso and 50% interest in the Prognoz silver project in Russia.
FORWARD LOOKING INFORMATION
This release contains forward-looking statements. 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. This news release includes forward-looking statements with
respect to the proposed Private Placement and a proposed appointment to
the Board of Directors and Audit Committee of High River. 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. In addition to the
risk that the Private Placement may not close on the terms disclosed in
this news release, or at all, a number of factors could cause events
and achievements to differ materially from the results expressed or
implied in the forward-looking statements. 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 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. Any 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.
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