🕐03.11.09 - 22:22 Uhr

Hidefield Gold PLC - News Release



Hidefield Gold - News Release ( http://cp20.com/Tracking/t.c?8chB-65u5-5CrcK7 ) November 03, 2009 Recommended All Share Offer - Posting of Scheme Document Recommended All Share Offer for Hidefield Gold plc ("Hidefield") by Minera IRL Limited ("Minera") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 Posting of Scheme Document Further to the announcement on 20 October 2009 by Minera regarding a recommended all share offer to be made for the entire issued and to be issued share capital of Hidefield, Hidefield announces that it has today posted the circular to all Hidefield shareholders (the "Scheme Document") containing, amongst other things (i) the terms of the Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Act") by which the acquisition of Hidefield is expected to be effected (the "Scheme"); and (ii) an explanatory statement relating to the Scheme pursuant to Part 26 of the Act.

The Court Meeting and the General Meeting to approve the Scheme are scheduled to be held on 26 November 2009.

Both meetings will be held at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG.

The Court Meeting is convened for 10.00 a.m.

and the General Meeting will commence at 10.15 a.m.

(or as soon thereafter as the Court Meeting has concluded or been adjourned).

Subject to, amongst other things, approval at the relevant meetings, the Scheme is expected to become effective on or around 21 December 2009.

Click below to view the Scheme Document in PDF format (500Kb): Www.hidefieldgold.com/i/pdf/2009-11-03_NR-Hidefield-Scheme-Circular.pdf ( http://cp20.com/Tracking/t.c?8chB-65u6-5CrcK8 ) Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Enquiries: Hidefield Ken Judge (Chairman) Tel: +44 (0) 7733 001 002 Hanson Westhouse Financial Adviser, Nominated Adviser & Broker to Hidefield Tim Feather or Matthew Johnson Tel: +44 (0)20 7601 6100 The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act").

The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

There will be no public offer of securities in the United States.

It is expected that the New Minera Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.

This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the "Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this document.

Any representation to the contrary is a criminal offence in the United States.

The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Hanson Westhouse is acting exclusively for Hidefield and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Hanson Westhouse or providing advice in relation to the matters referred to in this announcement.

Dealing disclosure requirements Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent.

or more of any class of "relevant securities" of Minera or of Hidefield, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.

(GMT) on the London business day following the date of the relevant transaction.

This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Minera or Hidefield, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Minera or of Hidefield by Minera or Hidefield or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panels website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities.

In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panels website.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

Forward looking statements This announcement contains certain "forward-looking statements" with respect to the parties objectives and future performance, including statements relating to expected benefits associated with the transaction contemplated herein.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "should", "will", "expects / expected", "believes", "intends", "plans", "targets", "goal" or "estimates".

By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

These factors include, but are not limited to: regulatory approvals required for the consummation of the transaction that may require acceptance of conditions with potential adverse impacts; risk involving the parties ability to realise expected benefits associated with the transaction; and macroeconomic conditions generally affecting the Argentina and Peru mining industry. For more information on Hidefield go to: www.hidefieldgold.com ( http://cp20.com/Tracking/t.c?8chB-65u7-5CrcK9 ) Join our Email List ( https://app.campaignerpro.com/campaignerpro/public/form.aspx?fid=58536 ) | Hidefield Gold ( http://cp20.com/Tracking/t.c?8chB-65u8-5CrcK0 ) | You are subscribed to this newsletter as .

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