World's Largest Gold Producer to take Significant Position in Miramar
Miramar Mining Corporation is pleased to announce that it has entered into an agreement (the "Subscription Agreement") with Newmont Mining Corporation of Canada Limited ("Newmont") whereby Newmont will purchase, on a private placement basis, 18.5 million units (the "Units") of Miramar at a price of $2.35 per Unit for gross proceeds of $43.5 million. Each Unit consists of one common share and one warrant ("Warrants") to purchase an additional common share for $2.75 for a period of 48 months.
"We believe that this strategic relationship with Newmont is excellent added value for our shareholders," said Tony Walsh, Miramar's President & CEO. "Not only do we now have the financial resources to move Miramar closer to our goal of becoming an intermediate gold producer, but we have access to the in-house expertise of the world's largest gold producer," he said.
Miramar aims to become an intermediate gold producer through the integrated development of the Hope Bay belt. In order to achieve this goal, while minimizing potential risk to shareholders, Miramar has developed a phased approach to maximizing gold production from the Hope Bay belt starting with the proposed small scale, high grade Doris North Mine. Miramar's goal is then to extend and expand production levels by developing through phase 2 & 3, the rest of Doris, Boston and eventually Madrid. "Miramar believes that the hard dollars raised through this private placement illustrate the best way to raise the money we need to advance our initiatives. Along with the tremendous drilling success we've had this year, these funds and Newmont's involvement will also enable Miramar to consider the potential for larger production strategies from the Hope Bay belt earlier than anticipated."
Newmont has operations and assets around the world on five continents. "We consider Miramar's Hope Bay project to be a premier advanced exploration play," said Pierre Lassonde, Newmont's President. "What appeals to Newmont is Hope Bay's size potential and it's location in Canada." Miramar believes that the involvement of the world's largest gold mining company in Hope Bay is an endorsement of the mining potential that exists in Nunavut.
The common shares comprised in the Units will represent approximately 9.9% of Miramar's issued and outstanding common shares after the sale of the Units. Newmont's position on exercise of the Warrants would be approximately 18% of Miramar's then share capital. The private placement is expected to close on or about November 18, 2005. Newmont will acquire the Units for investment purposes only and not for the purpose of influencing the control or direction of Miramar: however, Newmont will review its holdings from time to time and may increase or decrease its position as future circumstances may dictate.
The Subscription Agreement also provides, among other things:
a) if Newmont holds 10% of the issued and outstanding common shares of Miramar (calculated after giving effect to the exercise of the Warrants), it will have the right to participate in Miramar's financings up to 19.9%;
b) Miramar and Newmont will cooperate on technical, financial and permitting issues;
c) for four years Newmont's ownership of Miramar will not exceed 19.99% unless there is a public bid for over 50% of Miramar or Newmont proposes a take-over bid or other business combination whereby Newmont would acquire 100% of Miramar; and
d) for four years Newmont may only sell its Shares, Warrants and Shares acquired through exercise of Warrants via a broad distribution, bought deal or institutional private placement, and if Newmont elects to sell its Shares, the Corporation will have the right to acquire the Shares or designate the purchasers of the Shares for a period of 10 business days.
The closing of the transaction is subject to completion of formal documentation and all necessary regulatory and stock exchange approvals. These securities have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States or to U.S. persons unless an exemption from registration is available.
Hope Bay
Miramar is a Canadian gold company that controls the Hope Bay project, the largest undeveloped gold project in Canada. The Hope Bay project extends over 1,000 sq. km. and encompasses one of the most prospective undeveloped greenstone belts in Canada.
Conference Call
Miramar has planned a webcast to discuss this transaction on Thursday, November 17, 2005 at 8:00am Vancouver time. To access this webcast go to http://demo3.webex.com. In the SEARCH box type in Miramar Mining and click on SEARCH. When the meeting comes up, click on "Miramar Mining News". After typing the meeting password miramar1, click on OK and follow the prompts.
Forward-Looking Statements
Statements relating to the Subscription Agreement may be forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and include the completion of the Subscription Agreement. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: possible delays in closing the Subscription Agreement; the possibility that the required stock exchange or other regulatory approvals may not be obtained; and other risks and uncertainties, including those described in this press release and Miramar's Annual Report on Form 40-F for the year ended December 31, 2004 and Reports of 6K filed with the Securities and Exchange Commission.
Forward-looking statements are based on the beliefs, estimates and opinions of Miramar's management on the date the statements are made. Miramar undertakes no obligation to update these forward-looking statements management's beliefs, estimates or opinions, or other factors, should change.
This news release has been authorized by the undersigned on behalf of Miramar Mining Corporation. Miramar Mining Corporation (TSX:MAE - News; AMEX:MNG - News)
Contact: Miramar Mining Corporation Tony Walsh President & CEO (604) 985-2572 or Toll Free: 1-800-663-8780 Fax: (604) 980-0731 info*miramarmining.com www.miramarmining.com
-------------------- Buy Low. Sell High. Posts: 10754 | From: The Land Of The Giants | Registered: Feb 2005
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Mining Stocks Rise on Jump in Gold Prices Wednesday November 16, 5:53 pm ET Mining Stocks Rise, Moving in Line With Gold Commodity Futures; Silver Prices Also Post Gains
DENVER (AP) -- Mining stocks rose Wednesday, moving in line with gold commodity futures that jumped $10 an ounce to close above $479 -- its highest level in more than a month. Silver prices closed above $8 an ounce Wednesday for the first time since December 2004.
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Continuing strong gold demand from Asia, weaker oil prices, inflation concerns and central bank buying were all combining to lift gold, analysts said.
Douglas Silver, chairman and chief executive of International Royalty Corp. of Denver, said recent forecasts that the largest mining companies' production is declining was likely also driving gold prices higher.
On the New York Stock Exchange, Denver-based Newmont Mining Corp., the world's largest gold producer, closed up $3.01 at $46.05; Toronto-based Barrick Gold Corp. closed up $1.22 at $26.49; Vancouver-based Placer Dome Inc., closed up 80 cents at $20.87; and New Orleans-based Freeport-McMoran Copper & Gold closed up $1.97 at $51.80.
Platinum and palladium producer Stillwater Mining Corp. of Billings, Mont., got a boost from a jump in those metals prices Wednesday on forecasts of increasing demand from auto makers for catalytic converters. The shares closed up $1.06, or 11 percent at $11.20 on the NYSE.
Bullish gold sentiment came out of the London Bullion Market Association conference in Johannesburg, South Africa, this week, analyst Silver said.
Sandy McGregor, a fund manager with Allan Gray Ltd., was cited in media reports out of the conference saying that the world's largest gold producers are "trying to run up a down escalator" in terms of replacing their gold production.
"If this proposition is true, which it is ... then mining companies and gold become that much more precious because of the shortfall in production relative to demand," Silver said.
If the biggest gold companies are having a hard time maintaining their high production, he said, "there will be a shortage of gold globally. It also means other (smaller) mining companies will become takeover targets."
Silver cited Newmont Mining's announcement Wednesday that it was acquiring a 9.9 percent stake in Miramar Mining Corp. as a sign of what's to come with big mining companies, desperate to boost their production numbers.
"The big companies are positioning themselves ... to somehow accelerate consolidation in the business," he said.
A Newmont spokeswoman couldn't immediately be reached for comment.
-------------------- Buy Low. Sell High. Posts: 10754 | From: The Land Of The Giants | Registered: Feb 2005
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Miramar Mining Corporation: NIRB Schedules Final Public Hearings for Review of Proposed Doris North Project at Hope Bay Wednesday November 16, 3:18 pm ET
VANCOUVER, British Columbia--(BUSINESS WIRE)--Nov. 16, 2005--Miramar Mining Corporation (TSX:MAE - News; AMEX:MNG - News) today announced the Nunavut Impact Review Board (NIRB) has scheduled final public hearings to consider the Doris North Project. The hearings are scheduled for the week of January 30 to February 3, 2006 and will be held in Cambridge Bay, Nunavut.
Miramar filed a Final Environmental Impact Statement (FEIS) for the Doris North Project with NIRB on October 31, 2005. The FEIS has been delivered to all intervening agencies who have been directed by NIRB to complete a review the FEIS within 60 days. After this review, the public hearings will occur.
"These hearings represent the culmination of efforts put forth by all involved to consider the merits of the Doris North Project," said Tony Walsh, Miramar's President & CEO. "Over the past months, Miramar and the various intervening agencies have worked to ensure that NIRB has been provided with appropriate information to make a recommendation about the Doris North project. The final hearings are the last step in what we believe to have been a very collegial NIRB process."
After the hearings, if Miramar obtains a positive NIRB recommendation on the project and the Minister of Indian and Northern Affairs Canada (INAC) agrees that the project should move to the next step, Miramar would then enter the regulatory phase of the permitting process. This would include the concurrent filing of applications for various licences and permits for the project.
Miramar also announced earlier today that the world's largest gold mining company, Newmont mining, will take a significant position in the company. Miramar views this investment by Newmont as a vote of confidence, not only in the Hope Bay project, but also in Nunavut as a mining territory.
Miramar aims to become an intermediate gold producer through the integrated development of the Hope Bay belt, the largest undeveloped gold belt in Canada. In order to achieve this goal, while minimizing potential risk to shareholders, Miramar has developed a phased approach to maximizing gold production from the Hope Bay belt starting with the proposed small scale, high grade Doris North Mine. Miramar's goal is then to extend and expand production levels by developing through phase 2 & 3, the rest of Doris, Boston and Madrid.
Forward Looking Statements
This press release and the attached financial disclosure contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 including, without limitation, statements relating to the NIRB hearings scheduled for 2006, Miramar's strategies, goals and objectives at the Hope Bay project and the expected results of exploration work. Forward looking statements are statements that are not historical facts and are generally but not always, identified by words such as "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "goal", "objective", "strategy", or variations thereof or similar expressions or statements that events or conditions "will", "would", "may", "could", or "should" occur.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation, changes in the timing of the NIRB hearing, risks related to fluctuations in gold prices; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms to fund the planned work; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties, and that commercially viable deposits may not be identified; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; the possibility that required permits may not be obtained on a timely manner or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial development or render operations uneconomic; the possibility that the estimated recovery rates may not be achieved; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in work programs or mine closures; the risk of environmental contamination or damage resulting from Miramar's operations and other risks and uncertainties, including those described in this press release and the attached disclosure and in the Miramar's Annual Report on Form 40-F for the year ended December 31, 2004 and Reports on Form 6-K filed with the Securities and Exchange Commission. Forward-looking statements are based on the beliefs, estimates and opinions of Miramar's management on the date the statements are made. Miramar undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.
This news release has been authorized by the undersigned on behalf of Miramar Mining Corporation.
Tony Walsh, President & CEO Miramar Mining Corporation (TSX:MAE - News; AMEX:MNG - News)
Contact: Miramar Mining Corporation Tony Walsh President & CEO (604) 985-2572 or Toll Free: 1-800-663-8780 Fax: (604) 980-0731 info*miramarmining.com www.miramarmining.com
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