N🟁N

OVERVIEW OF OPERATIONS

Underground Mines

The Company's attributable gold production from Buryatzoloto was 28,652 ounces in Q1 2010, essentially similar to the 29,551 ounces in Q1 2009. Buryatzoloto continues to be profitable and achieved its production objectives for Q1 2010 with 33,732 ounces (100%) of gold produced at an estimated total cash cost of US$643 per ounce as compared to 34,790 ounces of gold produced at a total cash cost of US$479 per ounce in Q1 2009. The cash costs were negatively impacted by the Ruble appreciation and lower grade ore processed.

Open Pit Mines

Berezitovy Mine (Russia)

In Q1 2010 in addition to the planned shutdown Berezitovy experienced a few technical problems. Several breakdowns were magnified by long spare parts delivery time. As a result, the main crusher was idle most of the February, while the March production was limited by the mill availability. This resulted in low gold production in Q1. The low mill and crusher availability accounted for most of the increase in the direct mining costs. They were also negatively impacted by the Ruble appreciation and lower grade ore processed.

Taparko-Bouroum Mine (Burkina Faso)

Production in the first quarter of 2010 was above projected levels due to above life-of-mine ore grades and improved mill availability, while the cash costs decreased compared to 2009.

Advanced Exploration Projects

Bissa Gold Project

In Q1 2010 the company continued the Feasibility Study of the Bissa project, which is expected to be completed in 2010. At the same time the company continues exploration at the Bissa group permits. 5,700 meters of the RC drilling and 2,800 meters of Air Core drilling were completed in Q1 2010 as a part of $2 million budget for additional exploration of the Bissa area.

About High River

High River is unhedged gold company with interests in producing mines and advanced exploration projects in Russia and Burkina Faso. Two underground mines, Zun-Holba and Irokinda, are situated in the Lake Baikal region of Russia. Two open pit gold mines, Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also in production. Finally, High River has two advanced exploration projects with NI 43-101 compliant resource estimates, the Bissa gold project in Burkina Faso and 50% interest in the Prognoz silver project in Russia.

FORWARD LOOKING INFORMATION

This release and subsequent oral statements made by and on behalf of the Company may contain forward-looking statements. Wherever possible, words such as "intends", "expects", "scheduled", "estimates", "anticipates", "believes", and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, High River cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause High River's actual results, event, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although High River has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended, including those risk factors discussed in the Company's 2008 Annual Information Form. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. Any forward-looking statements are made as of the date of this release, and High River assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law.

High River Gold Mines Ltd.
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
		March 31,		December 31,
(unaudited)		2010		2009
Assets
Current Assets
	Cash and cash equivalents	$ 82,540		$ 82,061
	Restricted cash	513		562
	Accounts receivable	14,836		18,115
	Inventory	82,247		81,090
	Other assets	16,179		12,382
		196,315		194,210
Investments		64,915		64,810
Property, plant and equipment		315,994		340,606
Exploration properties and deferred exploration		107,646		105,061
Other assets		738		697
Future income taxes		2,494		1,578
Total Assets		$ 688,102		$ 706,962
Liabilities
Current Liabilities
	Accounts payable	$ 29,744		$ 39,726
	Loans and interest payable	48,712		58,666
		78,456		98,392
Loans and interest payable		13,914		25,365
Reclamation and closure costs		14,541		14,208
Non-hedge derivatives		9,855		13,684
Future income taxes		22,901		20,567
		139,667		172,216
Non-controlling interest		24,550		21,922
Total Liabilities		164,217		194,138
Shareholders' Equity
Share capital		610,987		610,770
Warrants		13,265		13,265
Contributed surplus		15,976		15,907
Debenture conversion option		538		538
Deficit		(94,271	)	(121,801	)
Accumulated other comprehensive income		(22,610	)	(5,855	)
Total Shareholders' Equity		523,885		512,824
Total Liabilities and Shareholders' Equity		$ 688,102		$ 706,962

High River Gold Mines Ltd.
Consolidated Statements of Operations
(Expressed in thousands of Canadian dollars except per share figures)
		Three months ended March 31,
(unaudited)		2010		2009
Revenue
Gold		$ 97,656		$ 88,779
Silver		823		342
		98,479		89,121
Expenses
Mining costs		41,987		43,247
Mine administrative costs		1,793		3,445
Mine amortization and depletion		15,823		13,986
Asset retirement obligation accretion		287		200
		59,890		60,878
Income before the undernoted		38,589		28,243
Administrative costs		(787	)	(4,185	)
Amortization		101		(20	)
Exploration expense		(1,260	)	(806	)
	Financing costs and investment income, net	334		(3,397	)
Other income/ expenses		(783	)	(18,829	)
Income before tax and non-controlling interest		36,194		1,006
Income tax expense		(6,037	)	13
Income before non-controlling interest		30,157		1,019
Non-controlling interest in earnings of subsidiary		(2,627	)	(88	)
Net income for the period		$ 27,530		$ 931
Net income per share – basic and diluted		$ 0.03		$ 0.00

High River Gold Mines Ltd.
Consolidated Statements of Cash Flows
(Expressed in thousands of Canadian dollars)
		Three months ended March 31
(unaudited)		2010		2009
Operating Activities
Net income/loss for the period		$27,530		$ 931
Non-cash items:
	Non-controlling interest in earnings of subsidiary	2,627		88
	Mining costs	(6,725	)	(147	)
	Amortization and depletion	14,902		14,006
	Asset retirement obligation accretion	287		200
	Financial instrument accretion	41		(207	)
	Fair value adjustments to financial instruments	(3,829	)	(1,778	)
	Stock based compensation	68		50
	Loss on disposal of assets	31		29
	Future income taxes	1,661		(2,294	)
	Interest on capital lease	16		53
	Unrealized foreign exchange loss	(619	)	11,967
	Other	(1,510	)	–
Subtotal		34,480		22,898
Change in non-cash working capital		(2,981	)	6,774
Net cash provided by operating activities		31,499		29,672
Investing Activities
	Property, plant and equipment	(4,046	)	(2,589	)
	Proceeds on disposal	4		113
	Exploration properties and deferred exploration	(2,224	)	(1,950	)
	(Increase)decrease in other assets	(73	)	54
Net cash used by investing activities		(6,339	)	(4,372	)
Financing Activities
	Loans received	–		31
	Loans repaid	(22,163	)	(19,756	)
	Common shares issued	217		–
Net cash used by financing activities		(21,946	)	(19,725	)
Effect of exchange rate changes on cash held in foreign currencies		(2,735	)	321
Increase in cash and cash equivalents during the period		479		5,896
Cash and cash equivalents - Beginning of period		82,061		19,123
Cash and cash equivalents - End of period		$ 82,540		$ 25,019

Publication Contributing Sources

• Market Wire