TORONTO, Oct. 28 /CNW/ - Northern Financial Corporation ("Northern")
(TSX: NFC) announced its acquisition today of 824,500 common shares of High
Desert Gold Corporation ("HDG"; TSX: HDG) representing approximately 2.05% of
the total issued common shares of HDG. The HDG shares were acquired on the
Toronto Stock Exchange at an average price of $0.177 per share. Combined with
the HDG common shares previously owned, Northern now owns a total of 7,294,900
common shares, representing approximately 18.09% of the total issued common
shares of HDG.
As previously disclosed, Northern believes the common shares of HDG are
undervalued and wishes to assist in the enhancement of shareholder value. As
such, Northern is pleased to announce its take-over bid (the "Offer") for all
of the issued and outstanding common shares of HDG (the "HDG Shares") at a
price of $0.19 per HDG Share. According to publicly available information, as
at September 4, 2008, HDG has 40,318,500 issued and outstanding HDG Shares.
The Offer will represent a premium of approximately 31% to the volume
weighted average trading price of the HDG Shares on the TSX for the 60 day
period ended October 27, 2008.
The Offer will be conditional on, among other things, the deposit of that
number of HDG Shares which, when taken together with the HDG Shares already
owned by Northern, constitutes at least 50% of the HDG Shares plus one HDG
Share. The Offer is also conditional on, among other matters, Northern
determining in its sole judgment that there are minimum cash resources in HDG
satisfactory to Northern at the expiry of the Offer. Northern has obtained a
firm commitment to provide a credit facility in the amount of $6.4 million
that will be relied upon to take up and pay for HDG Shares deposited and not
withdrawn under the Offer.
The purpose of the Offer is to acquire all of the HDG shares not already
owned by Northern.
Northern intends to commence the Offer on Thursday, October 30, 2008, at
which time the Offer documents will be filed with applicable securities
regulatory authorities and copies will be delivered to HDG. Northern intends
to request a list of securityholders from HDG and, when received, Northern
will send the Offer documents to HDG's securityholders. Copies of the Offer
documents will also be available on SEDAR at www.sedar.com.
About Northern Financial Corporation
Northern Financial Corporation wholly owns Northern Securities Inc., a
full service investment dealer that provides financial advisory services to
retail and institutional clients and investment banking services to small
capitalization companies. Northern's head office is at 145 King Street West,
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this news release. This news release may contain
certain forward looking statements which involve known and unknown risks,
delays, and uncertainties not under Northern's control which may cause actual
results, performances or achievements of Northern to be materially different
from those implied by such forward looking statements. This press release does
not constitute an offer to purchase shares of HDG. Such an offer can only be
made through an offer to purchase and circular filed with applicable
securities regulatory authorities. Northern urges shareholders of HDG to read
the Offer documents once available as they will contain important information.
For further information:
For further information: Vic Alboini, Chairman & Chief Executive
Officer, (416) 644-8110; or Kyler Wells, General Counsel, (416) 644-8177