Category: Uncategorized
September 4, 2003

News Release: Wheaton River Minerals Ltd. to acquire all of the shares of Miranda Mining Corporation for US$38.6 million (US$0.537 per share) in cash

Miranda Mining Corporation ('Miranda'- TSX-VEN: MRM) announced today that Wheaton River Minerals Ltd. ('Wheaton River'- TSX: WRM; AMEX: WHT) will make an offer to acquire all of Miranda's common shares for a total cash consideration of US$38.62 million. Based on 71,902,535 Miranda common shares outstanding on a fully-diluted basis, this equates to US$0.537 per share (C$0.741 per share at an exchange rate of C$/US$ of 0.7245).

Principal Shareholders of Miranda owning or controlling 61.51% of the fully diluted Miranda shares have entered into Lock-Up and Support Agreements with Wheaton River pursuant to which they have irrevocably committed to tendering their Miranda shares to Wheaton River's offer and to otherwise support the transaction. The board of directors of Miranda has received an opinion from Macquarie North America Ltd. that the price of US$0.537 cash per share is fair from a financial point of view to Miranda's shareholders and has unanimously recommended that Miranda's shareholders accept Wheaton River's offer.

On May 28, 2003, Miranda announced that its board of directors had initiated a review of alternatives to maximize shareholder value. In conjunction with the strategic review, Miranda and Teck Cominco Limited entered into an agreement pursuant to which Miranda and Teck Cominco agreed to jointly offer the opportunity for a purchaser to acquire all of Teck Cominco's interests in Minera Nuteck S.A. de C.V. ('Nuteck'), the owner of the Los Filos property in Mexico and all of Miranda's common shares. In conjunction with this transaction, Wheaton River has also entered into an agreement with Teck Cominco Limited to acquire Teck Cominco's interest in Nuteck.

'After completing a thorough review of all options available to maximize value to Miranda shareholders, we are pleased to have reached an agreement with Wheaton River'said Enrique R. Miranda Paz, Chairman, President and Chief Executive Officer of Miranda. 'The Wheaton River offer represents a 136% premium to the volume-weighted average trading price of Miranda shares over the last 20 business days.'

The offer will be made by way of an all cash take-over bid to be governed by applicable securities laws. Offering materials and a directors'circular containing the recommendation of Miranda's board of directors are expected to be mailed no later than September 17, 2003.

The take-over bid will be subject to customary terms and conditions, including the condition that at least 90% of the Miranda shares are tendered to the bid. The bid will also be subject to Wheaton River completing the acquisition of Teck Cominco's interest in Nuteck.

Macquarie North America Ltd. acted as financial advisor to both Miranda Mining Corporation and Teck Cominco Limited in connection with this transaction.

For further information: Richard Whittall, Director, Miranda Mining Corporation, (604) 605-4650, rwhittall(at)watershedpartners.ca

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