HGM.L Regulatory News (HGM)

13 Dec 2006 15:58

Highland Gold Mining Limited13 December 2006 Highland Gold Mining Limited 13 December 2006 Increased participation by Barrick Gold Corporation in Highland Gold MiningLimited, Director Nominations and Result of the Extraordinary General Meetingof Shareholders. Increased participation by Barrick Gold Corporation ("Barrick"). Highland Gold Mining Limited ("Highland Gold" or the "Company") announced on 20November, 2006 that Barrick was to increase its shareholding in the Company toapproximately 34 per cent. in exchange for shares of certain Barricksubsidiaries which hold: • Barrick's 50 per cent. interest in all existing joint ventures with the Company; and • four further gold exploration interests owned by Barrick. Pursuant to the Share Exchange Agreement signed between the two parties, theCompany agreed to acquire or procure any members of the Company group to acquirethe interests in consideration for the issue of 34,492,305 new ordinary sharesin the Company to Barrick or members of the Barrick group. Completion wassubject to the approval of shareholders by way of the passing of a specialresolution, granting the necessary authority to the Directors for the issue andallotment of 34,492,305 ordinary shares to certain companies within the Barrickgroup. The resolution was duly passed at the Extraordinary General Meeting heldtoday. The new ordinary shares will be issued and allotted to the Barrick group in twotranches, 34,312,657 new ordinary shares on 15 December, 2006 and a secondtranche of 179,648 new ordinary shares in early 2007. The shares are issued asfully paid and will rank pari passu in all respects with the existing ordinaryshares of £0.001 each in the share capital of the Company, including the rightto receive dividends and other distributions declared, made or paid after the date of issue. Application has been made for the first tranche to be admittedto trading on AIM of the London Stock Exchange on Monday 18 December, 2006. After the issue of both tranches of shares to Barrick, the total number ofshares in issue of the Company will be 195,097,098 ordinary shares. Director Nominations Following completion on Friday 15 December, 2006 Barrick has the right toappoint two additional directors to the Board of the Company. Barrick hasnominated Mr Nicholas Nikolakakis, Vice President Corporate Finance, as anon-executive director and Mr Rene Marion, Vice President Russia and CentralAsia, who joins the Company as the Chief Operating Officer. It is intended thatthey will both be appointed to the Board of Directors of the Company at a dateto be finalised by the Board, at which time a further announcement will be made.All of the current Directors will remain on the Board and Henry Horne willremain as Managing Director of the Company. Extraordinary General Meeting At the Extraordinary General Meeting of Highland Gold Mining Limited (the"Company") held today, 13 December 2006, the following special resolutions werepassed; 1. THAT the authorised share capital of the Company be and is hereby increasedfrom £300,000 divided into 300,000,000 Ordinary Shares of £0.001 each to£400,000 divided into 400,000,000 Ordinary Shares of £0.001 each. 2. THAT the Directors be and are hereby generally and unconditionally authorisedto allot 34,492,305 Ordinary Shares pursuant to the Share Exchange Agreement (asdefined in the circular to shareholders dated 20 November, 2006), withoutfirstly making an offer to each person who holds shares in the Company. 3. THAT conditional upon the passing of Resolution 1: (a) the authority given to the Directors by special resolution of the Companypassed on 20 May 2004 be and is hereby revoked, but without prejudice to anyallotment already effected under that resolution and provided also that theDirectors may allot Ordinary Shares in pursuance of any offer or agreement to doso made by the Company before the date of the passing of this resolution, as ifthe authority given by that resolution continued in full force and effect; and (b) the Directors be and are hereby generally and unconditionally authorised toallot and grant rights to subscribe for or to convert securities into shares ofthe Company up to a maximum nominal amount equal to 33% of the nominal amount ofthe authorised but unissued share capital of the Company either (i) as at thedate of the passing of this resolution or, (ii) in the event that Resolution 2is passed, immediately following the allotment of the 34,492,305 Ordinary Sharespursuant to the Share Exchange Agreement (as defined in the circular toshareholders dated 20 November 2006) (and, in any event, taking into account theincrease in authorised share capital passed pursuant to Resolution 1) to suchpersons at such times and on such terms as they think proper without firstmaking an offer to each person who holds shares in the Company, such authorityto expire at the annual general meeting of the Company in 2010 unless previouslyrenewed or varied save that the Directors may, notwithstanding such expiry,allot any shares or grant such rights under this authority in pursuance of anyoffer or agreement to do so made by the Company before the expiry of thisauthority. Enquiries: Duncan Baxter, Corporate Affairs Director +44 (0)1534 814 202 Dominic Palmer-Tomkinson, Investor Relations +44 (0)207 851 6406 www.highlandgold.com This information is provided by RNS The company news service from the London Stock Exchange