Miramar Mining in $100 million business combination with Hope Bay Gold

On May 23, 2002, Miramar Mining Corporation and Hope Bay Gold Corporation completed a business combination on the basis of a share exchange ratio of 0.263 of a Miramar share for one Hope Bay share in a transaction worth approximately $100 million. The transaction took the form of a three-cornered statutory amalgamation under the Quebec Companies Act between Hope Bay and a wholly-owned subsidiary of Miramar. Immediately prior to the amalgamation, Hope Bay distributed special warrants to its shareholders entitling them to purchase common shares in the capital of Ariane Gold Corp., a company formed to hold certain assets of Hope Bay in French Guiana for the benefit of such shareholders and certain founding directors and officers. The fairness of issuance of securities under each of the amalgamation and distribution was approved by the Quebec Superior Court for the purposes of qualifying such securities as exempted securities pursuant to subsection 3(a)(1) of the U.S. Securities Act of 1933.

A. David Long, Miramar's General Counsel and Corporate Secretary, directed the transaction with assistance from lawyers from several offices of Fasken Martineau. Tookie Angus, Lynne Charbonneau, Mitch McCormick and Melody Schalm from the Vancouver office worked with Jean M. Gagné, Martin Gagné and François Duchesneau of the Quebec City office on corporate finance and bridge loan documentation, with litigation assistance from Serge Guerette of the Montreal office.