EGM Statement

RNS Number:8399N
Highland Gold Mining Limited
13 December 2006


Highland Gold Mining Limited

13 December 2006

Increased participation by Barrick Gold Corporation in Highland Gold Mining
Limited, Director Nominations and Result of the Extraordinary General Meeting
of Shareholders.

Increased participation by Barrick Gold Corporation ("Barrick").

Highland Gold Mining Limited ("Highland Gold" or the "Company") announced on 20
November, 2006 that Barrick was to increase its shareholding in the Company to
approximately 34 per cent. in exchange for shares of certain Barrick
subsidiaries which hold:

  * Barrick's 50 per cent. interest in all existing joint ventures with the
    Company; and
  * four further gold exploration interests owned by Barrick.

Pursuant to the Share Exchange Agreement signed between the two parties, the
Company agreed to acquire or procure any members of the Company group to acquire
the interests in consideration for the issue of 34,492,305 new ordinary shares
in the Company to Barrick or members of the Barrick group. Completion was
subject to the approval of shareholders by way of the passing of a special
resolution, granting the necessary authority to the Directors for the issue and
allotment of 34,492,305 ordinary shares to certain companies within the Barrick
group. The resolution was duly passed at the Extraordinary General Meeting held
today.

The new ordinary shares will be issued and allotted to the Barrick group in two
tranches, 34,312,657 new ordinary shares on 15 December, 2006 and a second
tranche of 179,648 new ordinary shares in early 2007. The shares are issued as
fully paid and will rank pari passu in all respects with the existing ordinary
shares of #0.001 each in the share capital of the Company, including the right
to receive dividends and other distributions declared, made or paid after the 
date of issue. Application has been made for the first tranche to be admitted
to trading on AIM of the London Stock Exchange on Monday 18 December, 2006.

After the issue of both tranches of shares to Barrick, the total number of
shares in issue of the Company will be 195,097,098 ordinary shares.

Director Nominations

Following completion on Friday 15 December, 2006 Barrick has the right to
appoint two additional directors to the Board of the Company. Barrick has
nominated Mr Nicholas Nikolakakis, Vice President Corporate Finance, as a
non-executive director and Mr Rene Marion, Vice President Russia and Central
Asia, who joins the Company as the Chief Operating Officer. It is intended that
they will both be appointed to the Board of Directors of the Company at a date
to be finalised by the Board, at which time a further announcement will be made.
All of the current Directors will remain on the Board and Henry Horne will
remain as Managing Director of the Company.


Extraordinary General Meeting

At the Extraordinary General Meeting of Highland Gold Mining Limited (the
"Company") held today, 13 December 2006, the following special resolutions were
passed;

1. THAT the authorised share capital of the Company be and is hereby increased
from #300,000 divided into 300,000,000 Ordinary Shares of #0.001 each to
#400,000 divided into 400,000,000 Ordinary Shares of #0.001 each.

2. THAT the Directors be and are hereby generally and unconditionally authorised
to allot 34,492,305 Ordinary Shares pursuant to the Share Exchange Agreement (as
defined in the circular to shareholders dated 20 November, 2006), without
firstly making an offer to each person who holds shares in the Company.

3. THAT conditional upon the passing of Resolution 1:

(a) the authority given to the Directors by special resolution of the Company
passed on 20 May 2004 be and is hereby revoked, but without prejudice to any
allotment already effected under that resolution and provided also that the
Directors may allot Ordinary Shares in pursuance of any offer or agreement to do
so made by the Company before the date of the passing of this resolution, as if
the authority given by that resolution continued in full force and effect; and

(b) the Directors be and are hereby generally and unconditionally authorised to
allot and grant rights to subscribe for or to convert securities into shares of
the Company up to a maximum nominal amount equal to 33% of the nominal amount of
the authorised but unissued share capital of the Company either (i) as at the
date of the passing of this resolution or, (ii) in the event that Resolution 2
is passed, immediately following the allotment of the 34,492,305 Ordinary Shares
pursuant to the Share Exchange Agreement (as defined in the circular to
shareholders dated 20 November 2006) (and, in any event, taking into account the
increase in authorised share capital passed pursuant to Resolution 1) to such
persons at such times and on such terms as they think proper without first
making an offer to each person who holds shares in the Company, such authority
to expire at the annual general meeting of the Company in 2010 unless previously
renewed or varied save that the Directors may, notwithstanding such expiry,
allot any shares or grant such rights under this authority in pursuance of any
offer or agreement to do so made by the Company before the expiry of this
authority.


Enquiries:

Duncan Baxter, Corporate Affairs Director              [phone]

Dominic Palmer-Tomkinson, Investor Relations           [phone]

www.highlandgold.com


                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
EGMFFLFIDSMSEIE