High River Gold Update on Corporate Liquidity and Review of Strategic Alternatives



    TORONTO, Oct. 31 /CNW/ - The Special Committee of High River Gold Mines
Ltd. ("High River" or the "Company") (TSX:HRG) would like to update the market
on its activities in its process of reviewing the Company's corporate
liquidity and strategic alternatives, which could include a financing or the
sale of all or some of the Company's assets.

    Special Committee

    On September 11, 2008, High River announced the formation of a Special
Committee of the Board of Directors. On September 12, 2008, High River
reported that the Special Committee had retained CIBC World Markets Inc. and
Cormark Securities Inc. as financial advisors to assist in its efforts to
examine strategic alternatives for maximizing shareholder value. The Special
Committee has also retained Fraser Milner Casgrain LLP as legal counsel and
Alvarez & Marsal Canada ULC to assist the Company in the review of corporate
liquidity.
    To date, with the assistance of its financial advisors, the Special
Committee has advanced its review of strategic alternatives, including a sale
process for all or some of the Company's assets. In addition, the Special
Committee and the Company, with the assistance of Alvarez & Marsal Canada ULC,
is engaging in discussions with lenders to the Company to seek sufficient time
for the Company to consider alternatives that may be available to the Company 
for preserving and maximizing shareholder value.

    Lending Arrangements

    The Company is aware, and has been notified by the respective lenders,
that certain covenants of its Somita (Taparko-Bouroum Mine) subsidiary with
respect to two separate loan accommodations are in breach. However, no payment
demands have been received by the Company and the Company is in discussions
with certain lenders, trade creditors and possible strategic
investors/purchasers with respect to the Company's financial situation. The
Company is also providing the following update on its financial position and
related developments (all figures in Canadian $ unless otherwise noted). The
loan accommodations that are in breach are as follows:

    
    (a)   Royal Gold, Inc. - pursuant to the Amended and Restated Funding
          Agreement dated February 22, 2006 (the "Funding Agreement"),
          between Royal Gold, Inc. ("Royal Gold") and Somita SA ("Somita")
          (a 90%-owned subsidiary of the Company), Somita is in breach of
          the requirement to achieve "Project Completion" by October 1, 2008
          in accordance with the parameters of the "Completion Test" as both
          of those terms are defined in the Funding Agreement. Until such
          Project Completion is achieved, Somita is required to ensure that
          additional indebtedness incurred in the ordinary course of
          business does not exceed US$1.0 million. Indebtedness incurred in
          the ordinary course of business is currently approximately
          $8.2 million. Royal Gold has been granted security interests that
          include, among other things, the Company's 90% equity interest in
          Somita to secure amounts dispersed by Royal Gold under the Funding
          Agreement. Royal Gold has not agreed to forbear from asserting
          breaches in addition to those described above or pursuing any of
          its remedies under the Funding Agreement or other agreements with
          High River and its affiliates, including Somita.

    (b)   Standard Bank Plc - pursuant to a Revolving Credit Facility dated
          April 19th, 2007 as amended between Standard Bank Plc and Somita,
          Somita is in breach of achieving "Economic Completion" which is
          defined as Project Completion in accordance with the Funding
          Agreement with Royal Gold described above.
    

    In addition, the Company has received correspondence from Nomos Bank, a
lender to the Company's 99%-owned subsidiary, Berezitovy Rudnik among others,
requesting a meeting to discuss security arrangements and other matters. As of
this date, no lender to the Company has commenced enforcement proceedings. On
or about November 21, 2008, there is a scheduled loan repayment due from
Berezitovy Rudnik to Nomos Bank of approximately US$15.2 million. Berezitovy
Rudnik does not currently have the funds to make such payment. The Company and
Berezitovy Rudnik are considering different options for addressing this loan
repayment.
    In addition, the Company's consolidated payables amount to $32.9 million,
as of September 30, 2008. Consolidated accounts payable have ranged from
$33.9 million at June 30, 2008 to $24.2 million at December 31, 2007. A normal
level of accounts payable funded from operating activities is expected to fall
within this range for a company the size of High River. Somita trade payables,
of which approximately all are over 30 days outstanding, amount to
approximately $8.2 million of the consolidated payables. As of
September 30, 2008, the Company has consolidated cash on hand of approximately
$4.1 million and 8,300 ounces of unsold gold worth approximately
US$6.2 million at US $750 per ounce.
    The ability of the Company to continue as a going concern is therefore
dependent on the on-going discussions with and/or forbearance from the
lenders, accommodations from trade creditors, establishing steady production
at the two new mines and obtaining additional financing. There is no assurance
that the lenders will cooperate with the Company, that trade creditors will
provide accommodations, that steady production can be established or that a
financing or other transaction can be completed on terms acceptable to the
Company.

    Strategic Alternatives

    The Special Committee and its financial advisors have canvassed a number
of qualified potential parties with respect to a sale or financing transaction
for some or all the assets of HRG. They have provided dataroom access pursuant
to confidentiality agreements to a number of parties. They have received a
number of indicative proposals to date, which are subject to further detailed
due diligence, including site visits.
    At the present time there is no certainty that any financing or sale of
one or more of the Company's projects, or the Company itself, will be
completed.

    Changes to the Board of Directors and Special Committee

    The Company was advised by Graham Farquharson that for personal reasons
he has had to tender his resignation from the Special Committee and the Board
of Directors effective immediately. The Company is grateful for Graham's
contributions.
    The Company has also been advised by Bob Buchan that he is resigning from
the Special Committee and the Board of Directors. The Company is grateful for
Bob's contributions.

    About High River

    High River is an unhedged gold company with an interest in producing
mines, mines under development, and advanced exploration projects in Burkina
Faso and Russia.

    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. 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 any 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. 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.

    %SEDAR: 00002764E




For further information:

For further 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

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HIGH RIVER GOLD MINES LTD.

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