High River Gold Mines LTD Purchase Offer byNord Gold N.V. (extending)

28.11.2012

Corporate action number CA000007485917
ISIN CA42979J1075
Corporate action description

Event Details
Amsterdam November27, 2012 Nord Gold N.V. (LSE: NORD) (Nordgold) announces that all ofthe conditions toits offer toacquire the outstanding shares ofHigh River Gold Mines Ltd. (High River, TSX: HRG) not already owned byNordgold (the Offer) have been satisfied and that 108,236,052 shares ofHigh River, representing approximately 51.6% ofthe High River shares not already owned byNordgold, have been taken upunder the Offer and will bepaid for inaccordance with the terms ofthe Offer. With the acquisition ofthese shares under the Offer, Nordgold will own 738,863,524 shares ofHigh River, representing approximately 87.9% ofthe issued and outstanding High River shares.

Inconnection with payment for the High River shares takenup, Nordgold will issue 18,891,687 global depositary receipts (GDRs), each representing aninterest inone newly issued ordinary share ofNordgold, toeligible High River shareholders who have accepted the Offer and elected toreceive GDRs.

Nordgold also announces that itisextending the Offer toallow the remaining High River shareholders sufficient time totender their shares tothe Offer. The Offer isnow unconditional and open for acceptance until 12:01 a.m. (Toronto time) onDecember8, 2012. Anotice ofextension will bemailed tothe remaining High River shareholders and filed onSEDAR.

Under the terms ofthe Offer, eligible High River shareholders who tender their High River shares tothe Offer can elect toreceive either:
(i) 0.285 Nordgold GDRs for each High River share tendered; or (ii) C$1.40 incash for each High River share tendered.

Inits directors circular dated October30, 2012, the board ofdirectors ofHigh River unanimously recommended that High River shareholders accept and tender their shares tothe Offer.

Nordgold will not beincreasing the Offer consideration and has nointention ofextending the Offer beyond December8, 2012.

This corporate action notification does not constitute anoffer tosell orthe solicitation ofanoffer tobuy any securities by anyone inany jurisdiction itisnot, and should not beconstrued ortreatedas, investment orfinancial advice. Inproviding this information, euroclear bank isnot acting asagent ofthe issuer bysending aninstruction toeuroclear bank, you confirm that you (and any beneficial owner(s) for whom you act) comply with the terms and conditions ofthe corporate event ifnoinstruction isrequired via euroclear bank for this corporate action, you should ensure full compliance with the terms ofthe corporate event and the agents requirements.

Deadline TBA
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Offer Extension Press Release