Newmont Extends Miramar Offer to Allow Satisfaction of Investment Canada Condition
06 Décembre 2007 - 10:50PM
PR Newswire (US)
DENVER, and VANCOUVER, British Columbia, Dec. 6
/PRNewswire-FirstCall/ -- 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 offer. 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 . Newmont Extends Miramar Offer To Satisfy
Investment Canada Condition (December 6, 2007) Page 2 of 2 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
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/. 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 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; or Investors, Nicole Hoeller of Miramar,
+1-604-985-2572, Web site: http://www.newmont.com/
http://www.sedar.com/ http://www.sec.gov/
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