Nord Gold Acquires Minority Interest in High River Gold Mines

Nord Gold N.V. (“Nordgold”), an LSE-listed gold mining company with operations in Burkina Faso, Guinea, Kazakhstan and Russia, completed the acquisition of the widely held 25 per cent minority interest in High River Gold Mines Ltd. (“High River”), a TSX-listed gold mining company with interests in Burkina Faso and Russia. Nordgold acquired approximately 91.6 per cent of the minority-held High River common shares by way of an unsolicited take-over bid that expired on December 8, 2012. Nordgold acquired the remaining outstanding common shares of High River by way of a statutory plan of arrangement which was completed on March 12, 2013. The consideration offered to High River shareholders under both the take-over bid and the subsequent plan of arrangement was a choice between $1.40 or 0.285 Nordgold global depositary receipts per High River common share. Based on the cash offer price, the aggregate value of the minority interest acquired was approximately $300 million.

Nordgold was represented by in-house counsel Evgeny Tulubensky, Olga Golubkova and Larisa Tikhomirova and externally by Blake, Cassels & Graydon LLP with respect to Canadian law with a team that included Michael Gans, Markus Viirland, Richard Turner, Michael Smith, Jill Davis, Adam Garetson (M&A) and Ron Richler (tax); and by Allen & Overy LLP with respect to United States, English, Dutch and Russian law with a team including Philipp Wahl, James Roe, Joyce Leemrijse, Alexandra Fasakhova, Robert Williams, Cameron Half, Merel Zwankhuizen and Jacob Eisler.

High River was represented by Lindsay Clements, Jeffrey Roy (M&A and mining); Christopher Norton (tax) and Carolyn Stroz (securities) of Cassels Brock & Blackwell LLP and High River's special committee was represented by Sander Grieve of Bennett Jones LLP.

Gareth Howells of MacDonald & Company advised both Nordgold and High River with respect to the laws of Yukon.


Michael Gans Sander Grieve Lindsay A. Clements Ronald M. Richler Richard Turner Michael Smith Jeffrey P. Roy Christopher B. Norton Markus Viirland