DENVER and VANCOUVER, British Columbia, Oct. 31 /CNW/ -- Newmont Mining
Corporation (NYSE: NEM) and Miramar Mining Corporation (TSX: MAE, Amex: MNG)
announced today that Newmont Mining B.C. Limited, an indirect wholly owned
subsidiary of Newmont, has commenced and mailed its offer to acquire all of
the outstanding common shares of Miramar for C$6.25 cash per common share. The
mailing of Newmont's offer and take-over bid circular is accompanied by the
circular of the board of directors of Miramar in which the Miramar board
unanimously recommends that shareholders of Miramar accept the offer and
tender their common shares.
All of the directors and senior officers of Miramar have entered into
written agreements to accept and tender their shares to Newmont's offer.
The offer is open for acceptance until 5:00 p.m. (Toronto time) on
December 6, 2007, unless extended, and is subject to customary conditions.
Those conditions include there having been validly deposited at the expiry of
the offer a number of common shares of Miramar that, together with the common
shares held by Newmont and its affiliates, constitutes at least 66 2/3 of the
common shares of Miramar then outstanding on a fully-diluted basis
(disregarding shares that may be acquired by Newmont pursuant to warrants that
Full details of the offer are contained in take-over bid circular and
directors' circular, which will be filed with the Canadian securities
commissions and the United States Securities and Exchange Commission at
www.sedar.com and www.sec.gov, respectively.
MacKenzie Partners, Inc. is the information agent for the offer.
Shareholders can obtain copies of the take-over bid circular and related
materials at no charge from the information agent, MacKenzie Partners, Inc. at
(800) 322-2885 or by email at firstname.lastname@example.org.
Founded in 1921 and publicly traded on the NYSE since 1925, Newmont is
one of the largest gold companies in the world. Headquartered in Denver,
Colorado, the company employs approximately 15,000 people, the majority of
whom work at Newmont's core operations in the United States, Australia, Peru,
Indonesia and Ghana. Newmont is the only gold company listed in the S&P 500
index and in the Dow Jones Sustainability Index-World. Newmont's industry
leading performance is reflected through high standards in environmental
management, health and safety for its employees and creating value and
opportunity for host communities and shareholders.
Miramar is a Canadian gold company that controls the Hope Bay Project,
one of the largest undeveloped gold projects in North America. The Hope Bay
Project extends over 1,000 square kilometers and encompasses one of the most
prospective undeveloped greenstone belts in North America.
More Information and Where to Find It:
Newmont and Miramar have filed materials related to the offer for all of
the outstanding common shares of Miramar, including the offer, the
accompanying take-over bid circular and the Miramar directors' circular, with
the Canadian securities commissions and the U.S. Securities and Exchange
Commission. Investors and security holders are advised to read these materials
when they become available because they contain important information.
Investors and security holders may obtain materials that are filed with the
Canadian securities commissions and the SEC, including the offer, the
accompanying take-over bid circular and Miramar's directors' circular, when
they become available, at www.sedar.com and www.sec.gov.
This news release contains forward-looking statements, including
"forward- looking statements" within the meaning of applicable Canadian and
United States securities laws. Such forward-looking statements include,
without limitation, statements regarding the timing, terms and conditions and
anticipated consequences of the proposed transaction. Where statements by
Newmont or Miramar express or imply an expectation or belief as to future
events or results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis. However, forward-looking statements are
subject to risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed, projected or
implied by such forward-looking statements. The completion of the proposed
transaction is subject to a number of terms and conditions including, without
limitation, acceptance of the offer by holders of the requisite number of
common shares of Miramar, approval of Canadian competition and foreign
investment regulators and certain termination rights available under the
agreement relating to the transaction. Neither Newmont nor Miramar undertakes,
and each expressly disclaims, any obligation to release publicly revisions to
any forward-looking statement to reflect events or circumstances after the
date of this news release, or to reflect the occurrence of unanticipated
events, except as may be required under applicable securities laws.
Additionally, Newmont and Miramar each expressly disclaims any obligation to
comment on expectations of, or comments made by, third parties in respect of
the proposed transaction.
For further information:
For further information: Investors, John Seaberg, +1-303-837-5743,
email@example.com, or Media, Omar Jabara, +1-303-837-5114,
firstname.lastname@example.org, both of Newmont Mining Corporation; or Investors,
Nicole Hoeller of Miramar, +1-604-985-2572, email@example.com Web