Thursday November 25, 8:42 am Eastern Time
Wheaton , Kit merger
(Full text of press release from Canadian Corporate News)
NOVEMBER 25, 1999
Wheaton River and Kit Resources Agree to Merge
TORONTO, ONTARIO--Wheaton River Minerals Ltd. (TSE: WRM) and
Kit Resources Ltd. (TSE: KIT) announced today that their respective boards of directors have given approval in
principal to a business combination of the two companies pursuant to which they will merge by way of a court
approved plan of arrangement. The exchange ratio is one for one in the case of Wheaton River and 0.408 for one
in the case of Kit. The name of the merged company will be Wheaton River Minerals Ltd. Committees of the
independent members of the board of directors of each company have been formed to review the exchange ratios
and determine that they are fair to the shareholders of each company. Completion of the merger will be subject to
receipt of an appropriate valuation, fairness opinions, requisite shareholders' approvals and approvals by the
independent committees, the boards of directors, regulatory authorities, and the Ontario Superior Court of Justice.
Meetings of the shareholders of the companies will be scheduled as soon as practicable to consider the proposed
combination.
Homestake (NYSE:HM - news) Canada Inc., the beneficial owner of approximately 3,575,000 common shares
of Kit representing approximately 9.5% of the total issued and outstanding shares of Kit, has entered into a
Support Agreement with Wheaton River pursuant to which it has agreed to vote its shares in favour of the
proposed merger. Wheaton River currently owns 8,602,822 shares of Kit.
Wheaton River Minerals Ltd. is a Toronto-based gold mining company. During the 1999 season, the Golden Bear
Mine, controlled through 89%-owned subsidiary, North American Metals Corp., produced 71,600 ounces of
gold at a total cash cost of US$159 per ounce. The Golden Bear mine, which is operated on a seasonal basis, has
two more years of profitable life. Wheaton River is also developing the 100%-owned Bellavista mine in Costa
Rica. A feasibility completed in April, 1999, estimated that the project will produce 60,000 ounces of gold per
year at a total cash cost of US$179 per ounce, over a mine life of 7.3 years. Capital cost to develop the project is
estimated at US$28.3 million. Wheaton River had $11.7 million in cash on September 30, 1999.
Kit Resources Ltd. owns a 100% interest in the George Lake gold project, located about 70 kilometres south of
Bathurst Inlet in the Nunavut Territory of northern Canada. MRDI Canada Inc. estimates that the project has an
indicated resource of 4,238,000 tonnes grading 9.8 grams gold per tonne, and a further inferred resource of
2,222,000 tonnes grading 9.69 grams gold per tonne. The total inferred and indicated gold resource is 2,027,000
ounces. The project is optioned to Kinross Gold Corporation, which can earn a 70% interest by spending $20
million by November 30, 2004.
Wheaton River has 40,242,007 shares outstanding, and Kit Resources has 37,548,261 shares outstanding. The
merged company would have approximately 52 million shares outstanding.
FOR FURTHER INFORMATION PLEASE CONTACT:
Wheaton River Minerals Ltd.
Ian J. McDonald, Chairman and Chief Executive Officer or
Kerry Knoll, Vice-President, Investor Relations
Tel: (416) 860-0919
www.wheatonriver.com
or
Kit Resources Ltd.
Robert Gilroy, President and Chief Operating Officer Tel: (604) 684-9648 www.kitgold.com |
