February 14, 2000
Dayton Mining Corporation (DAY: TSE, AMEX) Kinross Gold Corporation (K: TSE, KGC: NYSE)
Mirage Resource Corporation (MGP: TSE)
C$21 MILLION PURCHASE OF ASSETS BY DAYTON INVESTMENT BY KINROSS GOLD
Bill Myckatyn, President and CEO of Dayton Mining Corporation announces that Dayton has entered
into agreements to acquire a 49% interest in the Denton-Rawhide Mine in Fallon, Nevada and to
acquire 100% of Mirage Resource Corporation of Vancouver, British Columbia.
Dayton has entered into a letter of intent with Kinross Gold Corporation to purchase its 49% interest in
the Denton-Rawhide Mine for a total of 144,710,000 Dayton common shares.
Dayton has entered into a letter of intent with Mirage under which Dayton will acquire all of the
common shares of Mirage pursuant to an amalgamation between Mirage and a wholly-owned
subsidiary of Dayton. Each Mirage common share will be exchanged for 0.667 of a Dayton common
share. This exchange ratio represents a purchase price of $0.075 per Mirage common share which is a
14% premium to the price of Mirage common shares based upon a 30 day average trading price of
$0.066 for the Mirage common shares and $0.113 for the Dayton common shares.
Kinross holds approximately 14 million Mirage common shares representing a 53.8% interest. Dayton
has entered into a letter of intent with Kinross under which Kinross has agreed to vote its Mirage
common shares in favour of the amalgamation. In the event the amalgamation is not approved by a
special resolution of shareholders of Mirage, Dayton has agreed to purchase Kinross’ Mirage common
shares at the lesser of $0.075 and 115% of the market price of the Mirage shares. This purchase price
will be paid in common shares of Dayton. In addition, in the event the amalgamation is completed or
Dayton acquires the common shares of Mirage held by Kinross, Dayton has agreed to acquire from
Kinross all shareholder loans made by Kinross to Mirage in exchange for common shares of Dayton.
Based upon shareholder loans estimated at closing, this will result in Dayton issuing to Kinross a total
of approximately 24.3 million common shares of Dayton. This acquisition of Mirage's debt and equity
will result in the issuance of a total of approximately 42 million Dayton common shares.
The combined transactions, based on the 30 day average trading prices of Dayton and Mirage, are
valued at approximately C$21 million. Upon closing of the transactions, Dayton will have approximately
538 million shares outstanding. Dayton will issue approximately 178 million common shares to Kinross
which will result in Kinross owning 33% of the equity of Dayton. Dayton is proposing that a share
consolidation of 20:1 be effected upon closing of the transactions, subject to applicable shareholder
and regulatory approval.
Upon closing of the transaction, Dayton Mining will have:
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A diversified production base from interests in the Denton-Rawhide gold-silver mine in Nevada
and Dayton's 100% owned and operated Andacollo Gold Mine in Chile;