DENVER, and VANCOUVER, British Columbia, Dec. 6 /CNW/ -- Newmont Mining
Corporation ("Newmont") (NYSE: NEM) and Miramar Mining Corporation ("Miramar")
(TSX: MAE; AMEX: MNG) announced today that Newmont has extended the period for
acceptance of its offer to purchase the common shares of Miramar to 5:00 p.m.
(Toronto time) on December 21, 2007. Newmont expects to mail a formal notice
of extension to all Miramar shareholders on December 7, 2007.
The offer is being extended to accommodate a condition of the offer
requiring approval of the acquisition under the Investment Canada Act that has
not yet been satisfied. The initial review period under the Investment Canada
Act will expire on December 13, 2007.
Separately, an advance ruling certificate was received from the
Commissioner of Competition under the Competition Act (Canada) on November 23,
2007, which permits Newmont to proceed with the transaction under the
Competition Act (Canada).
The board of directors of Miramar continues its unanimous determination
that the offer is fair, from a financial point of view, to the Miramar
shareholders and continues to unanimously recommend that Miramar shareholders
accept the C$6.25 all cash offer and tender all of their shares. All of the
directors and senior officers of Miramar have tendered their shares to the
Richard O'Brien, President and Chief Executive Officer of Newmont, said,
"When we entered into our agreement with Miramar, we carefully examined the
opportunity that Miramar represents. We continue to believe that our offer
remains competitive with other development opportunities available to us,
while providing full and fair value to Miramar shareholders."
Tony Walsh, President and Chief Executive Officer of Miramar, said, "We
believe Newmont's offer takes into account the value of the existing resources
at Hope Bay along with its significant upside potential and, in that context,
are continuing to recommend that our shareholders accept the offer."
The offer and take-over bid circular dated October 31, 2007 that has been
filed with the Canadian securities commissions and the United States
Securities and Exchange Commission is, and the notice of extension that is
being filed will be, available at http://www.sedar.com and http://www.sec.gov.
MacKenzie Partners, Inc. is the information agent for the offer.
Shareholders can obtain copies of the offer and 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 email@example.com. Newmont
Extends Miramar Offer To Satisfy Investment Canada Condition (December 6,
2007) Page 2 of 2
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
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, and the notice of extension when it becomes
available, at http://www.sedar.com and http://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 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,
firstname.lastname@example.org, or Media, Omar Jabara, +1-303-837-5114,
email@example.com, both of Newmont; or Investors, Nicole Hoeller of
Miramar, +1-604-985-2572, firstname.lastname@example.org Web Site: