Newmont Mails Offer for Miramar Mining
October 31 2007 - 6:58PM
PR Newswire (US)
DENVER and VANCOUVER, British Columbia, Oct. 31
/PRNewswire-FirstCall/ -- 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 it owns). 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 http://www.sedar.com/ and http://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 .
About Newmont: 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. About Miramar: 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
http://www.sedar.com/ and http://www.sec.gov/. Cautionary
Statement: 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.
DATASOURCE: Newmont Mining Corporation CONTACT: Investors, John
Seaberg, +1-303-837-5743, , or Media, Omar Jabara, +1-303-837-5114,
, both of Newmont Mining Corporation; or Investors, Nicole Hoeller
of Miramar, +1-604-985-2572, Web site: http://www.newmont.com/
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