To: ForYourEyesOnly who wrote (1997 ) 1/18/1999 8:32:00 PM From: Gord Bolton Respond to of 3282
FOR FURTHER INFORMATION PLEASE CONTACT: Argentina Gold Corp. Sophia Shane Corporate Development (604) 689-7842 www.argentinagold.com The Vancouver Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. NEWS RELEASE TRANSMITTED BY CANADIAN CORPORATE NEWS FOR: ARGENTINA GOLD CORP. VSE SYMBOL: ARP JANUARY 18, 1999 Barrick Announces Increased Offer To $5.00 Per Share; Argentina Gold Issues Notice Of Change To Director's Circular Detailing Shareholder Rights Plan VANCOUVER, BRITISH COLUMBIA--Argentina Gold Corp. (the "Company") confirmed today that it has received Barrick Gold Corporation's press release whereby Barrick Gold announced that it was increasing its offer to acquire all the outstanding shares of Argentina Gold to $5.00 cash per share and extending the offer to expire at 12:01 a.m. (local time) on January 29, 1999. Once a formal copy of the varied offer is obtained, the Special Committee of the Board of Argentina Gold, together with its legal and financial advisors, will study the formal offer and all of its terms and conditions, following which the Board will issue a statement regarding its recommendations to shareholders and issue a Notice of Change to its Directors' Circular. The varied offer is not a "permitted bid" under Argentina Gold's recently adopted limited duration shareholder rights plan. Argentina Gold also announced that it has issued a Notice of Change to its Directors' Circular today, containing a detailed description of its recently adopted rights plan and a summary of recent developments. This Notice of Change does not contain a recommendation regarding the recently varied offer by Barrick. The operative terms of Argentina Gold's rights plan are essentially identical to the shareholder rights plan approved by the shareholders of Barrick at its last annual shareholders meeting, with the exception of the expiration of the shareholder rights plan. Barrick's plan is in effect until its annual shareholders meeting in 2002. Argentina Gold's plan is presently scheduled to expire on February 19, 1999. Both plans contain a permitted bid provision that does not trigger the dilutive effects of the plan. Under both plans, a "permitted bid" is one which is made to all shareholders and that is open for at least 60 days. If at the end of 60 days, at least 50 percent of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares, but must extend the bid for a further 10 days to allow other shareholders to tender. In its press release dated January 18, 1999, Barrick indicated that it intends to request a hearing before securities regulatory authorities in an attempt to remove Argentina Gold's rights plan based upon the fact that Barrick's offer will have been in the market for over 50 days. Barrick's formal offer was made on December 18, 1998 and, as a result, will have only been in the market for approximately 40 days. If a similar offer had been made for Barrick on the same day as Barrick's offer was made for Argentina Gold, under the terms of Barrick's shareholder rights plan, a permitted bid for Barrick would not expire until mid February 1999. "We are surprised that Barrick is of the view that Argentina Gold's shareholders should be entitled to something less than Barrick's shareholders" said Bill Rand, Chairman of the Special Committee. ON BEHALF OF THE BOARD Lukas H. Lundin, Director -30-