Newmont Mails Offer for Miramar Mining
DENVER, Colorado and Vancouver, British Columbia, October 31, 2007 – 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 commons shares of Miramar that, together with the common shares held by Newmont and its affiliates, constitutes at least 66? 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 www.sedar.com and 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 firstname.lastname@example.org.
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.
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.
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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 toread these materials when they become available because they contain important information. Investors and security holders may obtain materials that are filed wiCanadian securities commissions and the SEC, including the offer, the accompanying takover bid circular and Miramar's directors' circular, when they become available, at www.sedar.com and www.sec.gov.
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 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.
SOURCE Newmont Mining Corporation