REPORT PURSUANT TO
SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 176 OF THE SECURITIES ACT (ALBERTA)
SECTION 147.11 OF THE SECURITIES ACT (QUEBEC)
SECTION 101 OF THE SECURITIES ACT (ONTARIO)
NATIONAL INSTRUMENT 62-103
A. The name and address of the offeror:
High River Gold Mines Ltd. (“High River”)
1700 – 155 University Avenue
Toronto, Ontario
M5H 3B7
B. The designation and number or principal amount of securities and the offeror’s
securityholding percentage in the class of securities of which the offeror acquired
ownership or control in the transaction or occurrence giving rise to the obligation to file
the news release, and whether it was ownership or control that was acquired in those
circumstances:
High River announced that it acquired ownership of 4,944,500 common shares (the “Common
Shares”) of Jilbey Gold Exploration Ltd. (“Jilbey Gold”) and 2,000,000 warrants to acquire
Common Shares (the “Warrants”) of Jilbey Gold, pursuant to a share purchase transaction with
European investors (the “Vendors”) that closed on May 12, 2005. The expiry dates of the
Warrants are as follows: 1,100,000 of such Warrants are exercisable for one Common Share at
a price of $0.60 until October 14, 2005 and 900,000 of such Warrants are exercisable for one
Common Share at a price of $0.70 until May 12, 2006.
C. The designation and number or principal amount of securities and the offeror’s
securityholding percentage in the class of securities immediately after the transaction
or occurrence giving rise to the obligation to file the news release:
An aggregate of 10,211,160 Common Shares of Jilbey Gold, representing 29 per cent of the
outstanding Common Shares of Jilbey Gold. In addition, High River holds Warrants to acquire
3,875,000 Common Shares of Jilbey Gold. Assuming the exercise of all such Warrants, High
River would beneficially own or exercise control over an aggregate of 14,086,160 Common
Shares of Jilbey Gold, representing approximately 36 per cent of the outstanding Common
Shares.
D. The designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph (c) over which
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(i) the offeror, either alone or together with any joint actors, has ownership and
control:
See item C above.
(ii) the offeror, either alone or together with any joint actors, has ownership but
control is held by other persons or companies other than the offeror or any joint
actor:
Not applicable.
(iii) the offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership:
Not applicable.
E. The name of the market in which the transaction or occurrence that gave rise to the
news release took place:
The acquisition of Common Shares and Warrants took place off the market pursuant to a share
purchase agreement with the Vendors.
F. The purpose of the offeror and any joint actors in effecting the transaction or
occurrence that gave rise to the news release, including any future intention to acquire
ownership of, or control over, additional securities of the reporting issuer:
High River holds the Common Shares and Warrants for investment purposes only, and not for
the purpose of influencing the control or direction of Jilbey Gold. High River may, subject to
market conditions and other relevant factors, make additional investments in or dispositions of
securities of Jilbey Gold (including the Common Shares and Warrants) in the future.
G. The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the
offeror, or any joint actor, and the issuer of the securities or any other entity in
connection with the transaction or occurrence giving rise to the news release, including
agreements with respect to the acquisition, holding, disposition or voting of any of the
securities:
See item B above.
H. The names of any joint actors in connection with the disclosure required by this Form:
Not applicable.
HIGH RIVER GOLD MINES LTD.
155 University Avenue, Suite 1700
Toronto, Ontario M5H 3B7
Tel: (416) 947 1440 • Fax: (416) 360 0010
Email: info@hrg.ca • Web site: www.hrg.ca
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PRESS RELEASE TSX:HRG
HIGH RIVER INCREASES EQUITY INTEREST IN JILBEY GOLD
Toronto, May 12, 2005 – High River Gold Mines Ltd. (“High River”) today announced it has closed the
previously announced share purchase agreement with European investors to acquire 4,944,500 common
shares and 2,000,000 common share purchase warrants of Jilbey Gold Exploration Ltd. (“Jilbey”) in
exchange for the issuance of 2,382,240 High River common shares from treasury.
Of the Jilbey common share purchase warrants, 1.1 million warrants each entitle the holder to acquire one
common share at a price of $0.60 until October 14, 2005, while the remaining 900,000 warrants each
entitle the holder to acquire one common share at a price of $0.70 until May 12, 2006.
Following completion of the transaction, High River now holds an aggregate of 10,211,160 common
shares of Jilbey, representing 29 per cent of the outstanding common shares of Jilbey and 3,875,000
common share purchase warrants. Assuming the exercise of all such warrants, High River would
beneficially own or exercise control over an aggregate of 14,086,160 common shares of Jilbey,
representing approximately 36 per cent of the outstanding common shares of Jilbey.
High River holds common shares and warrants in Jilbey for investment purposes only, and not for the
purpose of influencing the control or direction of Jilbey. High River may, subject to market conditions
and other relevant factors, make additional investments in, or dispose of securities of Jilbey in the future.
David Mosher, President and CEO of High River, is a member of the Board of Directors of Jilbey.
For further information, please contact:
Don Whalen, Executive Chairman or
Laurie Gaborit, VP Investor Relations & Corporate Secretary
High River Gold Mines Ltd.
Tel: (416) 947 1440 • Fax: (416) 360 0010
Email: info@hrg.ca • Web site: www.hrg.ca |
