Russian gold producer Peter Hambro Mining Plc (POG.L) will issue shares to raise 55 million pounds ($79.2 million) and is also close to an all-share takeover offer for iron ore company Aricom (OREA.L), the firm said on Thursday.

Agreement has not yet been reached on the exchange ratio for the merger and certain other terms and there can therefore be no certainty that the merger will proceed, a statement said.

Based on Wednesday's closing share prices, the potential offer would equal between 34 and 37 pence, representing a premium of up to 54 percent to Aricom's shares, which ended at 24 pence.

The proposed exchange ratio would be one Peter Hambro share for 15.77 to 17.14 Aricom shares.

Hambro also announced plans to raise 55 million pounds by issuing new shares through an accelerated book in order to help pay short-term debt, including $180 million in gold equivalent exchangeable bonds.

The proceeds of the placing that we announce this morning provide additional working capital headroom and support our potential recommended merger with Aricom, Executive Chairman Peter Hambro said in the statement.

Together these transactions enable us to de-risk our balance sheet and develop our world class portfolio of growth projects.

JPMorgan Cazenove is sole bookrunner and Canaccord Adams is co-lead manager for the placing, which is due to close by 1700 GMT on Thursday. (Reporting by Eric Onstad, editing by Will Waterman and Mike Nesbit)

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