Fully Underwritten Rights Issue of New Shares

Glencar Mining PLC 27 January 2000 GLENCAR MINING PLC ('Glencar' or 'the Company') Fully Underwritten Rights Issue of 30,428,056 New Ordinary Shares of IR2.5p each at Stg16p (Eur0.263) per Share ('the Rights Issue'), to raise approximately Stg£4.5 million for the Company. * Glencar announces that it intends to raise approximately US$7.4 million (Stg£4.5 million) net of expenses, by way of a Rights Issue of 30,428,056 New Ordinary Shares at Stg16p (Eur0.263) per share. * New Ordinary Shares will be offered to existing Shareholders on the basis of 7 New Ordinary Shares for every 15 Ordinary Shares held at the close of business on 11 February, 2000. * The Rights Issue has been arranged by and is fully underwritten by Davy Corporate Finance Limited and Williams de Broe PLC. * The new funds raised will provide additional working capital for Glencar's goldmine at Wassa in Ghana and will facilitate further exploration at Wassa and at Glencar's other exploration properties in Ghana, Uganda and Ireland. * To enable the Rights Issue to proceed, a circular with a notice convening an Extraordinary General Meeting, is being posted to Shareholders today. * Glencar's subsidiary poured the first gold bar at the on-site refinery in January 1999 and by the end of December 1999, 87,000 ounces had been produced. * Gold recoveries from the heap leach process were initially slower than original feasibility study testwork had forecast but remedial steps taken and being taken lead the Directors to believe that over time, gold recoveries achieved at Wassa will be at, or close to, original feasibility study levels. * Testwork confirms that there are no metallurgical barriers to the achievement of forecast gold recoveries. * Approximately 185,000 ounces have been mined to the end of December, 1999 and work is ongoing to establish a new mineable reserve estimate going forward which is expected be in the region of 715,000 ounces. * The focus of a planned new drilling programme will be on hitherto undrilled exploration targets with the aim of adding reserve ounces to the mineable reserve at Wassa. * Exploration activity on the Wassa Lease, away from the currently defined orebody perimeter, has produced very encouraging results on the delineation of the south-westerly extension of the mineralisation. * Further exploration work will also be undertaken at Glencar's other gold exploration properties in Ghana and Uganda and on its base metal prospecting licences in Ireland at Navan and Kildare. * Kildare drilling is due to commence before the end of February 2000. * Through the use of hedging contracts, the average price received for gold produced during the quarter ended 30 September, 1999 was US$312 per ounce against an average price on the spot market for the same period of US$259. * The lower gold price has led to a write down of the carrying value of Glencar's interest in the Wassa property, which will lead to lower amortisation charges in the future. * The Wassa Mine is performing well, with unit mining costs and processing costs all approximately as forecast. * Turnover for the three months to 30 September, 1999 was US$9,197,989 and was US$9,623,871 for the first six months to 30 June, 1999. Glencar's Managing Director, Hugh McCullough, commented 'We believe that gold production at Wassa will soon reach levels at or close to those forecast from testwork. The active exploration programmes proposed over the next eighteen months and involving extensive drilling activity, both in Africa and Ireland will involve regular market announcements and, we expect, vindication of our belief in the merits of these projects'. For further information please contact: Mr Hugh McCullough Managing Director Glencar Mining plc Tel: 353 1 661 9974 Hugh McCutcheon Davy Corporate Finance Ltd Tel: 353 1 679 6363 27 January, 2000 GLENCAR MINING PLC ('Glencar' or 'the Company') Fully Underwritten Rights Issue of 30,428,056 New Ordinary Shares of IR2.5p each at Stg16p (Eur0.263) per Share ('the Rights Issue'), to raise approximately Stg£4.5 million for the Company. INTRODUCTION Glencar announces that it intends to raise approximately US$7.4 million (Stg£4.5 million) net of expenses, by way of a Rights Issue of 30,428,056 New Ordinary Shares at Stg16p (Eur0.263) per share which is being made on the basis of 7 New Ordinary Shares for every 15 Ordinary Shares held at the close of business on 11 February, 2000. The Rights Issue has been arranged by and is fully underwritten by Davy Corporate Finance Limited and Williams de Broe PLC. The Directors of Glencar believe that this is an opportune time to raise funds, the net proceeds of which will provide additional working capital for its goldmine at Wassa in Ghana; will facilitate further exploration at both the area covered by the Wassa Lease and at the Asheba/Kanyankaw property in Ghana and at Glencar's other exploration properties in Uganda and Ireland and will also help fund the capital expenditure programme which has been brought forward and is currently being undertaken at Wassa. To enable the Rights Issue to proceed, an increase in authorised share capital will be required in order that the Company has sufficient authorised but unissued share capital to issue the New Ordinary Shares. A circular (comprising ESM Particulars) is being posted to Shareholders today together with a notice convening an Extraordinary General Meeting, at which resolutions with respect to inter alia, the proposed increase in the authorised share capital will be voted on. BACKGROUND Glencar's primary activity is the exploration for and production of gold and certain base metals. Its existing projects include the mining and production of gold at Wassa in Ghana; exploration for gold in Ghana and Uganda and exploration for lead and zinc in Ireland, each of which is discussed below. Glencar's 59.4% subsidiary, Satellite Goldfields Limited, owns the Wassa Mine, a major open-pit mine in the Western region of Ghana. All major facets of the construction of the mine were completed on schedule and on budget by January, 1999. The mine is a 3 million tonne per annum open pit and heap leach operation. The first gold bar was poured at the on-site refinery in January 1999 and by the end of December 1999, 87,000 ounces had been produced. Recoveries In its interim statement, the Company reported that gold recoveries from the heap leach process were initially slower than original feasibility study testwork had forecast. However, recent tests carried out on the heaps show that there are no metallurgical barriers to the achievement of the forecast gold recoveries. However, the resulting gold-rich solution is slower to move through the heaps than the original testwork suggested. The slower recoveries to date have been partially caused by short-term technical factors, which are related to start-up issues and site topography. The ore mined during the first year is higher in clay content than the ore to be mined in subsequent years. It is believed that this higher clay content has contributed to the slower movement of solution through the heaps. Because the Phase 1 heap leach area is located partially in a shallow depression, the stacking sequence necessitated building one heap on top of another before significant lateral extension could be achieved. Moreover, mining in the first eight months of 1999 was carried out at the rate of approximately 285,000 tonnes of ore per month rather than the originally designed 250,000 tonnes per month, leading to further pressure on pad space and the need to stack heaps one on another. This in turn restricted the surface area available for spraying and prevented the implementation of a full primary and secondary heap leaching cycle which is an essential part of achieving target recoveries and of maximising the grade of gold in the solution returning to the Adsorption Desorption Plant ('the ADR plant'). The Phase 2 heap leach area is currently under construction and is expected to be completed by the end of March 2000. The Directors believe that use of the Phase 2 heap leach area will considerably enhance the ability to segregate and collect higher grade solutions in the heaps and so to improve solution grade to the ADR plant and to increase gold production. In addition, the availability of a wide surface area is expected to allow a full primary and secondary leaching cycle to be carried out which should in turn improve production. The use of a full primary and secondary leaching cycle, followed by a rinsing cycle, should enable all the gold leached from the heaps to move towards the ADR plant, thereby completing the recovery process. Consequently, it is expected that, over time, gold recoveries achieved at Wassa will be at, or close to, original feasibility study levels. Reserves and Production A new block model of the ore body has been recently constructed based on all available drilling data to date and incorporating the extensive detailed information on the style and distribution of the mineralisation gained from the first 15 months of mining operations at Wassa during which time more than 11 million tonnes of rock have been mined. Management is currently in the final stages of designing a new pit and calculating a new mineable reserve based on the new block model. While at the time of writing the new mineable reserve figures are not available, it is anticipated that the new mineable reserve estimate going forward will be in the region of 715,000 ounces. Approximately 185,000 ounces have been mined to the end of December, 1999. Pit delineation drilling, carried out over the last 6/9 months was focussed largely on in-pit and pit perimeter target areas where additional definition of ore occurrences was required for pit optimisation. While this programme did not lead to an overall increase in reserve ounces, it did allow more accurate definition of existing ore at much higher confidence levels than was the case in the original feasibility study. This greater definition together with our experience gained in selective mining will enable us to complete a final pit design and mining schedule which should show better overall economic characteristics than was possible using the original block model due to our ability to mine fewer tonnes of ore but at a higher grade than originally forecast thus reducing processing costs. Upon completion of the new pit design, it is intended that drilling will be commenced on the exploration targets including those to the west and southwest of the existing mine. The focus of this new programme will be the addition of reserve ounces to the mineable reserve at Wassa. Exploration - Wassa and Asheba/Kanyankaw Wassa Exploration activity on the Wassa Lease, away from the currently defined orebody perimeter, has focussed on the delineation of the south-westerly extension of the mineralisation with very encouraging results. Soil geochemistry coverage has been extended to the southern and western concession boundaries and has yielded a strong continuous anomaly, which stretches unbroken for 8 kilometres from the surface expression of the current pit to the southern concession boundary just north of the old Arkah Bosso mine workings. A second parallel anomaly has been delineated stretching from approximately 1.5km west of the Wassa Mine and north of the old Bawdia Bosso mine workings, to the south-west corner of the lease where gold values of up to 25ppm occur in soil geochemistry samples around old workings near Ahweateso. Both anomalies display a strong correlation with a well defined aeromagnetics anomaly which runs north-east to south-west and which is also reflected by a series of coincident strong satellite imagery lineaments. A trenching programme is currently being undertaken on these anomalies along strike from existing pits. Results to date have confirmed high grade mineralisation up to 2,000 metres southwestwards along strike of the Main 1 pit. Trench NR1, approximately 1,000 metres south-west of the Main 1 pit, returned assays including an intersection of 22m at 2.1 g/t including 3m at 10.33 g/t. It is intended that targets will be drilled on completion of the delineation work over the coming months. Work is also progressing on geochemical surveys on the Wassa Licence north of the Wassa Lease. Asheba/Kanyankaw The Asheba/Kanyankaw licence is owned jointly by Glencar and Moydow Mines International Inc ('Moydow'). The licence area lies in the south west of Ghana, in a very favourable geological setting just 20 kilometres south of the centre of the Tarkwa goldfields, which have seen past production of more than 10 million ounces of gold and which host currently delineated reserves in excess of 25 million ounces of gold, most of which is contained in two major mines at Tarkwa and Teberebie. The licence incorporates a number of colonial era mine workings including the old Asheba and Kanyankaw mines which were significant producing mines during the period between 1900 and 1930. Both mines were the site of extensive underground development. At the old Bankurayo mine towards the north west of the concession the main shaft was 105m deep and a number of levels were developed at depths of up to 100m. Limited drilling on the property to date has focused on the high grade vein systems at these two prospects. 46 reverse circulation boreholes and 12 diamond boreholes have been drilled to date for a total meterage of approximately 7,000 metres. Best mineralised intersections are 12 metres at 11.59g/t at Kanyankaw in borehole RC17 and 61m metres at 2.2g/t in 3 combined intersections at Asheba within a vertical depth of 91m in borehole RC37. Recent exploration work on the property has yielded encouraging results, with soil geochemistry and mapping suggesting that the mineralisation is more extensive than was previously recognised. Glencar has concluded an agreement with Moydow on the subdivision of the original licence, which has been renewed recently. The agreement provides that the licence be subdivided into two approximately equal parts, one enclosing the Asheba target and the other enclosing the Kanyankaw target. Application has been made to the Ghanaian authorities to have the licence divided into these two parts. Glencar has selected the Asheba target as our preferred licence and subject to the necessary approvals, the Asheba licence will be held by Antubia, Glencar's wholly owned, Ghanaian subsidiary. The agreement provides that each of Antubia and Moydow will have the option to buy back for up to a five year period into a minority interest in the other's licence, at predetermined prices (up to a maximum of US$2,500,000), which are based on the extent of drilling incurred by that licence holder at the time of exercise of the option. The agreement between Glencar and Moydow aims to ensure that there will be simultaneous, aggressive exploration programmes carried out on the respective licences over the coming months and due to the option to buy into the other's licence, success on either programme can benefit Glencar. OTHER EXPLORATION Uganda Substantial progress has been made in the past year on the south east Uganda licences. Second phase surveys have been completed by Glencar over the targets identified by an extensive reconnaissance survey over a 400 square kilometre area. The current geochemistry, geophysics and trenching work programme aims at defining drilling targets for a drilling programme in 2000. Priority is being given to the Buinja licence, SEPL 4332, where geochemistry has delineated a number of targets with gold soil values up to 1,800 ppb. Meath Glencar holds Prospecting Licence 1496 in County Meath, Ireland, immediately to the north-west of the Navan orebody. Two deep boreholes have recently been completed in the Navan property totalling 1,044 metres of drilling. Zinc mineralisation was encountered in both holes, although it did not reach ore grade. However, one of the holes encountered a major reverse fault structure identification of which presents a new target for the delineation of additional structurally controlled ore occurrences. Kildare The Kildare project consists of 3 Prospecting Licence areas in Co. Kildare. A shallow diamond coring programme was completed over this zone with a total of 870 metres drilled in 17 boreholes near the western boundary of one of the licences in June, 1999. The purpose of the programme was to elucidate the geological structure in the anomalous area to direct a deeper drilling programme, planned for early 2000, which will test for ore development. A resistivity geophysics survey is also currently being undertaken on this target area to further define the local structure. The Directors of Glencar are encouraged with the progress to date on the Kildare project and look forward to the drilling programme early this year. CURRENT TRADING AND PROSPECTS The Wassa Mine is performing well in all respects save for the slower recovery of gold from the heap leach operation. Unit mining costs (including necessary drilling and blasting) and processing costs are all approximately as forecast. Overall mining costs during 1999 were higher than forecast due to the higher stripping ratio in the first half of the year. The mine itself was built on time and on its original capital budget of US$42.5 million. Notwithstanding the lower than anticipated speed of gold recovery to date, gold production for the year 1999 was 87,000 ounces. The slower recoveries, detailed above, together with the lower gold price currently prevailing, has prevented the project from achieving Economic Completion by the originally appointed date of September 30, 1999. The lending banks have consented to the extension of the time for achievement of Economic Completion to March 31, 2001 and the Directors believe that Economic Completion will be achieved by that date. The Directors believe that the early implementation of the Phase 2 heap leach area, by providing greater flexibility in heap stacking and leaching, and greater control of leach solutions, will improve recoveries to the originally forecast levels. Glencar, as guarantor of the senior finance for the mine, intends to provide an additional working capital fund of up to US$5.5 million. These funds will be advanced by Glencar to Satellite Goldfields Limited as a loan, subordinated to the senior finance and other existing subordinated indebtedness. During the quarter ended 30 September, 1999 approximately 900,000 tonnes of ore was mined at an average gold grade of 1.89 g/t. The mine produced 29,475 ounces of gold during the period at a Cash Operating Cost per ounce of US$183 which brings total production to 30 September, 1999 to 59,510 ounces at an average Cash Operating Cost per ounce of US$186. The average price received for gold produced during the quarter ended 30 September, 1999 was US$312 per ounce against an average price on the spot market for the same period of US$259. This price was achieved by rolling back sufficient forward contracts to cover all current production other than gold loan repayments, rather than selling at the lower prices prevailing in the spot market. Turnover for the three months to 30 September, 1999 was US$9,197,989 compared to US$9,623,871 for the first six months to 30 June, 1999. Cash Operating Cost per ounce is calculated taking account of all mining, processing and maintenance costs, together with an appropriate allocation of administration costs. In determining the cost per ounce, the total cash operating costs are apportioned over the total number of ounces of gold produced and sold, together with those ounces of gold, not yet recovered, but expected to be recovered from the ore which has been mined and stacked during the period. Satellite Goldfields Limited has made its first capital repayment to the senior lenders of 6,587 ounces of gold (equivalent to approximately US$2 million) on schedule on 30 September, 1999. The next capital repayment to the senior lenders of 6,587 ounces (equivalent approximately to US$2 million) which was originally due to be paid on 12 January, 2000, has been deferred by consent to 29 February, 2000. On 27 January, 2000, the Company reached agreement with the senior lenders to restructure the senior finance. This restructuring extends the term of the finance by one year to four years and will have the effect of increasing from 12 to 16 the number of equal quarterly repayments to be made from 31 March, 2000. Further details concerning the restructuring are contained in the circular being posted to Shareholders today. In the Interim Statement dated 6 September, 1999 the Company indicated that it would review the carrying value of the Company's interest in the Wassa Mine, taking into account the then price of gold and the level of reserves. The fair value of Glencar's interest in Wassa Holdings Limited was calculated in 1996 at US$65m based on reserves of approximately 850,000 ounces and a gold price of US$385 per ounce. Since that date approximately US$50m has been spent on developing the Wassa Mine, thereby increasing the carrying value to US$115m. The price of gold remains depressed and was most recently trading between US$280 and US$290 per ounce. As a result of the significant decrease in the price of gold, which does not show signs of medium term recovery to 1996 levels and the anticipated new Mineral Reserve estimate of 715,000 ounces (excluding the 185,000 ounces already mined), the Directors of Glencar now consider it prudent to write down the carrying value of the Wassa Mine at 31 December, 1999. The amount of the write down will be approximately US$57m. This write down will better reflect the value of the Wassa Mine in the books of Glencar based on the current price of gold. It will also lead to a reduced amortisation charge in the profit and loss account of Glencar in this and future years. DETAILS OF THE RIGHTS ISSUE The New Ordinary Shares will be offered to Qualifying Shareholders (that is all holders of Ordinary Shares other than certain overseas shareholders) in the following proportion: 7 New Ordinary Shares for every 15 Ordinary Shares held by Qualifying Shareholders on the register at 11 February, 2000, the Record Date and so on in proportion for any greater number of Ordinary Shares held, except that fractions of New Ordinary Shares will not be allotted. Fractional entitlements which would otherwise arise will not be allotted to Qualifying Shareholders but will be aggregated, and the resulting New Ordinary Shares will be sold in the market, nil paid, for the benefit of the Company. The New Ordinary Shares will be in registered form and will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, paid or made. Further details of the Rights Issue, and the terms under which it is being made, including the procedure for acceptance and payment, are set out in the Circular being posted to Shareholders today. USE OF PROCEEDS The net proceeds raised from the Rights Issue will amount to approximately US$7.4 million (Stg£4.5 million) and will be applied both to strengthen Glencar's working capital position and to engage in further exploration activity as set out below: US$ million Wassa working capital 5.50 Wassa exploration 0.75 Asheba/Kanyankaw exploration 0.75 Uganda exploration 0.15 Kildare exploration 0.25 ------ 7.40 The following is a summary of these major expenditure areas. The exploration programmes are expected to be carried out over the next eighteen months. Wassa As outlined above under Current Trading and Prospects, it is intended that US$5.5 million from the current issue will be set aside as additional working capital for Wassa. A further US$750,000 will be spent on exploration on the Wassa Lease, mainly on diamond and reverse circulation drilling. The targets to be drilled are those in the southwest and west of the lease area which have been delineated by surface geochemistry and trenching. Asheba/Kanyankaw Diamond and reverse circulation drilling will be carried out on the Asheba/Kanyankaw licence, once permission is granted by the Minerals Commission to subdivide the existing licence into two parts. Glencar intends to carry out approximately US$750,000 of drilling and geological studies on the Asheba portion of the subdivided licence. Uganda Further geochemical and geophysical studies will be completed on our Ugandan licences before commencing a drilling programme during 2000. Further exploration on these licences is projected to cost approximately US$150,000. Kildare It is intended to commence a drilling programme on our Kildare licences in the first quarter of 2000. Significant zinc/lead targets have been defined by previous exploration and expenditures of up to US$250,000 are planned for these licences over the coming eighteen months. Glencar's Managing Director, Hugh McCullough, commented 'We believe that gold production at Wassa will soon reach levels at or close to those forecast from testwork. The active exploration programmes proposed over the next eighteen months and involving extensive drilling activity, both in Africa and Ireland will involve regular market announcements and, we expect, vindication of our belief in the merits of these projects'. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Record Date for Rights Issue 11 February, 2000 Latest time and date for receipt of completed Forms of Proxy 12.00 noon 16 February, 2000 Time and date of Extraordinary General Meeting 12.00 noon 18 February, 2000 Provisional Allotment Letters despatched 18 February, 2000 Dealings expected to commence in the New Ordinary Shares, nil paid and Ordinary Shares marked ex-rights 21 February, 2000 Latest time and date for splitting, nil paid 3.00 p.m. 8 March, 2000 Latest time and date for acceptance and payment in full 3.00 p.m. 10 March, 2000 Latest time and date for splitting, fully paid 3.00 p.m. 29 March, 2000 Latest time and date for registration of Renunciation 3.00 p.m. 31 March, 2000 Definitive Share Certificates for New Ordinary Shares to be despatched not later than* 10 April, 2000 * (except where the Ordinary Shares are held in a CREST account, in which case, the New Ordinary Shares subscribed for will be credited to such CREST accounts) For further information please contact: Mr Hugh McCullough Managing Director Glencar Mining plc Tel: 353 1 661 9974 Hugh McCutcheon Davy Corporate Finance Ltd Tel: 353 1 679 6363
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