High Desert Gold Corporation Provides Update on Unsolicited Take-Over Bid and Special Committee Processadmin
On October 31, 2008, High Desert Gold Corporation provided an update on the unsolicited take-over bid by Northern Financial Corporation to purchase all of the issued and outstanding common shares of HDG at a price of Cdn$0.19 per share. The Company confirmed that Northern has commenced its take-over and filed its offer and related documents on SEDAR at www.sedar.com under HDG’s profile. Northern’s offer is open until 5:00 p.m. (Toronto time) on December 5, 2008 unless withdrawn or extended. As it stands, Northern’s offer is not open for at least 60 days and is therefore not a “permitted bid” under the Company’s previously announced shareholder rights plan. The directors of the Company are obligated to respond to the unsolicited take-over bid by way of a directors’ circular on or before November 14, 2008.
The special committee of the board of directors of the Company (the “Special Committee”) also confirmed that its financial advisor, Wellington West, is assisting it in considering Northern’s unsolicited take-over bid and is providing advice on alternative proposals for maximizing shareholder value. Wellington West has been instructed by the Special Committee to actively seek potential superior transactions on an expedited basis and to evaluate any serious expressions of interest as soon as possible. The Special Committee is also seriously considering declaring and paying a cash dividend of a substantial majority of the Company’s cash to shareholders if an expeditious superior transaction is not possible.
The Company advised that as of October 31, 2008, it has 41,053,334 common shares outstanding. The Company also advised that its cash-on-hand as of October 31, 2008 less current and expected near-term commitments is approximately US$8.8 million. The Company cautions shareholders to consider currency volatility in comparing the Company’s cash position in U.S. dollars against Northern’s offer price in Canadian dollars. The Company continues to urge shareholders not to take any action with respect to the unsolicited take-over bid pending the response of the directors of the Company by way of the directors’ circular.
The Company is a mineral exploration company that acquires and explores mineral properties, primarily gold, copper and silver, in North America. The three major properties held by HDG are the flagship Canasta Dorada gold property in Sonora, Mexico, the Gold Lake porphyry copper-gold-molybdenum property in New Mexico and the Monitor copper-silver property in Arizona.
Additional information concerning HDG may be obtained on HDG’s website, www.highdesertgoldcorp.com