Issue of Equity, etc

Glencar Mining PLC 23 June 2000 GLENCAR MINING PLC ('Glencar' or 'the Company') Fully Underwritten Rights Issue of 32,601,489 New Ordinary Shares of IR2.5p each at Stg12p (Eur0.19) per Share ('the Rights Issue'), to raise approximately US$5.35 million for the Company. * Glencar announces that it intends to raise approximately US$5.35 million (Stg£3.6 million) net of expenses, by way of a Rights Issue of 32,601,489 New Ordinary Shares at Stg12p (Eur0.19) per share. * New Ordinary Shares will be offered to existing Shareholders on the basis of 1 New Ordinary Share for every 2 Ordinary Shares held at the close of business on 26 June, 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 May 2000, approximately 128,500 ounces had been produced. * Gold recoveries from the heap leach process were initially slower than original feasibility study testwork had forecast. However production for the second six months amounted to 56,000 ounces which when annualised, represents a production rate closer to current forecast levels. * The construction of a new Phase 2 heap leach area, which was not originally to be completed until 2001, was accelerated by almost one year and by March, 2000 was fully operational. * Testwork confirms that there are no metallurgical barriers to the achievement of forecast gold recoveries. * Approximately 180,000 contained ounces have been mined to the end of December, 1999. * A revised and updated estimate for the Wassa orebody was completed in March, 2000 by Satellite Goldfields and shows the Proven and Probable Reserves at 1 January, 2000 to be 735,000 contained ounces. * The Board anticipates a significant increase of approximately 190,000 ounces to the Proven and Probable Reserves at Wassa through a redesign of the pits in as the yet unmined southern and southeastern zones at Wassa together with a limited additional drilling programme to be completed by the final quarter of 2000. * 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. * Through the use of hedging contracts, the average price received for gold produced during the first five months of 2000 was US$313 per ounce against an average price on the spot market for the same period of US$285. * 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. * A revised debt repayment schedule has been successfully negotiated with the Group's Senior Lenders based on what the Directors of Glencar believe to be achievable monthly production forecasts. 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 GLENCAR MINING PLC ('Glencar' or 'the Company') Fully Underwritten Rights Issue of 32,601,489 New Ordinary Shares of IR2.5p each at Stg12p (Eur0.19) per Share ('the Rights Issue'), to raise approximately US$5.35 million for the Company. INTRODUCTION On 18 February, 2000, it was announced that the January Rights Issue to raise approximately US$7.4 million was withdrawn for the reasons set out below in the section entitled 'Background'. Since that date, substantial progress has been made by the Company on several fronts. The expectation expressed in the January Circular that production would improve following the implementation of the Phase 2 heap leach area has been realised. Daily gold production has increased by almost 30% over daily production in the first three months of this year to approximately 300 ounces per day in April and May. Production in April amounted to approximately 10,000 ounces while May production was approximately 9,400 ounces. In addition, progress has been made on ore reserve definition and estimation. The ore reserve has been recalculated (as at 1 January, 2000) and the resultant figure of 735,000 ounces amounts to approximately 20,000 ounces more than that which was anticipated in the January Circular. In addition, the Directors have a greater degree of confidence concerning the near term potential for increasing the ore reserve for the reasons set out below under the heading 'Reserves at Wassa'. We have also concluded negotiations with the Senior Lenders, CDC, to reschedule debt and interest repayments such that the repayment schedule reflects more closely the anticipated gold production profile. We announce today that we will carry out a Rights Issue to raise approximately US$5.35 million net of expenses. 32,601,489 New Ordinary Shares will be issued at Stg12p per share on the basis of 1 New Ordinary Share for every 2 Ordinary Shares held at the close of business on 26 June, 2000 and which represents a discount of approximately 45 per cent. over the last dealt price of Glencar Shares on 18 February, 2000 the day before dealing in the shares was suspended. The Rights Issue has been arranged by and is fully underwritten by Davy Corporate Finance and Williams de Broe. To enable the Rights Issue to proceed, an increase in the authorised share capital would be required in order that the Company has sufficient authorised but unissued share capital to issue the New Ordinary Shares. The extraordinary general meeting convened for 18 February, 2000 to sanction the Resolutions was adjourned until further notice. A notice to reconvene the adjourned Extraordinary General Meeting, at which Resolutions with respect to, inter alia, the proposed increase in the authorised share capital and the disapplication of statutory pre-emption provisions will be voted on, will be posted to Shareholders today. No new resolutions are contained in the notice of the adjourned meeting which is convened by seven days notice in accordance with the Company's Articles of Association. Background On 27 January, 2000, Glencar announced that it intended to raise US$7.4 million net of expenses by way of a rights issue, which had been fully underwritten. It was a necessary precondition that a resolution to increase the authorised share capital should have been approved at the extraordinary general meeting convened for 18 February 2000. The January Circular setting out particulars of the January Rights Issue, progress to date and the prospects of the Company together with a notice calling the extraordinary general meeting was sent to shareholders. It was stated in the January Circular that the proceeds of the funding would facilitate further exploration within the Wassa Lease and at the Asheba/Kanyankaw property in Ghana and at Glencar's other exploration properties in Uganda and Ireland and also to fund the accelerated capital expenditure programme which was then being undertaken at Wassa. Incorporated in the projections on which this statement was based were forecasts of the speed of recovery of gold from the heaps in 2000. Shortly before the date of the extraordinary general meeting, it was discovered that there was an error in the calculations for the 2000 forecast leading to an overstatement of the expected production for that year by some 10,000 ounces. Notwithstanding the fact that this would be recovered over the life of the project, it would in turn affect the cashflow available to the Company in 2000 to complete the work programme detailed above. Therefore it was not proper to proceed with the January Rights Issue on the basis of the information given in the January Circular, and the issue was withdrawn. However, it should be emphasised that the problem encountered was of a timing nature only and not one which involved any fundamental metallurgical or other technical issue impacting on the project economics or viability. Application was made to the Irish Stock Exchange to have trading in the Glencar Shares suspended pending clarification of the 2000 production forecast, which suspension was granted on 18 February, 2000. At the time of suspension Glencar Shares were trading at EUR0.36, Stg22p or IR28.35p. Application has been made to the Irish Stock Exchange to have the suspension lifted and it is expected that dealings in the Ordinary Shares will recommence on 26 June, 2000. Operations 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. (i) Ghana Wassa Glencar, through its subsidiary companies, owns a 59.4% interest in 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 Wassa Mine is the latest of a number of new gold mines which have been brought into production in South West Ghana in recent years. The mine is a 3 million tonne per annum open pit and heap leach operation. Glencar has operational and management control of the mine. Ore is mined at a rate of approximately 8,750 tonnes per day from a series of interconnecting pits by our contract miners, P.W. Ghana Ltd. utilising O & K excavators. The ore is trucked to the multistage crushing plant by a fleet of Caterpillar 777 100 tonne dump trucks. The crushed ore is agglomerated with cement and the agglomerated ore is stacked on a lined leach area. During leaching over a period of approximately 360 days, gold is recovered in an Adsorption Desorption Refinery ('ADR') plant in the form of Dore Bullion bars. This Dore Bullion is shipped to the Johnson Matthey refinery in the United Kingdom where the final product is 24 carat gold bullion. The first ore from the pit at Wassa was mined in October 1998 and the following month saw the commissioning of the crushing plant and the laying of crushed ore on the leach area. The first gold bar was poured at the on-site refinery in January, 1999 and by the end of May, 2000, approximately 128,500 ounces had been produced. Production at Wassa During 1999 some 3.2 million tonnes of ore was mined at an average grade of 1.75g/t (approximately 180,000 contained ounces). Gold production by year-end at Wassa was 87,000 ounces, below the initial feasibility study target of 94,000 ounces due to slower recovery of gold from the Phase 1 heap leach area. However, production for the second six months of 1999 amounted to 56,000 ounces, which when annualised, represents a production rate closer to current forecast levels. Cash Operating Cost per ounce for the year was $200. The construction of the new Phase 2 heap leach area, which was not originally scheduled to be completed until 2001, was accelerated by almost one year and by March 2000, was fully operational. It is expected that its design will facilitate significantly greater solution control and management than was possible utilising the Phase 1 heap leach area, with consequent improvement in gold production. The impact of early completion of the Phase 2 heap leach area is reflected in April, 2000 gold production of 10,000 ounces and May, 2000 production of 9,400 ounces. Recoveries at Wassa In the January Circular, the issue of gold recoveries from the heaps was discussed in detail. It was explained that the most significant departure from the projected performance at the Wassa Mine was the speed at which gold was being recovered from the heaps. The reason for the slower recoveries was a combination of adverse topography, leading to lack of sufficient surface area for spraying and the higher clay content in the ore. The Phase 2 heap leach area, referred to in the January Circular as being under construction, has now been completed and was brought into operation on 17 March, 2000. All newly mined ore is now being stacked on the new Phase 2 heap leach area. This leach area has been constructed with more favourable topography and have been designed to permit significantly greater control and management of leach solutions. There is less clay content in the ore now being mined and therefore permeabilities in the heap are expected to improve. The Company has also commenced construction of a second carbon column train which will come into operation in early July. This will enable the ADR plant to treat substantially increased volumes of solution coming from the heaps. This additional plant capacity will permit the continued leaching of the Phase 1 heap leach area as the Phase 2 heap leach area expands but it will also assist in keeping gold production up when solution grades fall during periods of excessive rainfall or during periods when the solution grades are lower due to lower grade ore being treated. Reserves at Wassa A revised and updated reserve estimate for the Wassa orebody was completed in March 2000 by Satellite Goldfields. The estimate applies to the ore reserve as at 1 January, 2000 and shows the Proven and Probable Reserves at this date to be 15.1 million tonnes at 1.52g/t (735,000 contained ounces). The calculation was based on a new block model which was constructed to incorporate refined geological interpretations for those zones of the orebody which have been partially mined during the first 12 months of production. Mining to date has yielded a large geological and structural database for these parts of the orebody and the resulting block model is regarded as significantly more robust than previous block models as a result of the Company's enhanced knowledge of the geology of the orebody. The reserve estimate has been independently audited and confirmed by consulting engineers Steffen, Robertson & Kirsten (UK) Limited, Mining Engineers, Cardiff. The evolving geological interpretation of the orebody by the Group's personnel indicated that a redesign of the pits in the as yet unmined southern and southeastern zones at Wassa was required and the Company is currently engaged in this exercise. The Board anticipates a significant increase of approximately 190,000 ounces to the Proven and Probable Reserves at Wassa from this redesign together with a limited additional drilling programme to be completed by the final quarter of 2000. This is in addition to any other ounces that may be expected to be delineated as a result of the planned exploration work on the various existing exploration targets within the Wassa Lease. Debt Repayment Schedule A revised debt repayment schedule has been successfully negotiated with the Group's Senior Lenders based on what the Directors believe to be achievable monthly production forecasts. This repayment schedule more accurately reflects the anticipated gold production profile over the next four years. This revised schedule does not extend the life of the Senior Finance beyond that which was agreed with the Senior Lenders in January, 2000, but it does provide for repayments which are now linked to forecast gold production each quarter rather than being set at a fixed amount per quarter. Since production will vary from quarter to quarter, depending primarily on the grade of ore being mined at the time, weather conditions and other factors, the revised repayment schedule is much more appropriate to the circumstances of the Wassa orebody. The revised payment schedule is conditional upon the completion of the Rights Issue. Satellite Goldfields and the Company have also reached agreement with CDC whereby a total of US$3.19 million in interest payments due up to the end of 2000 will be capitalised in the Subordinated Finance and payable with the balance of the Subordinated Finance, after repayment of the Senior Finance. Management projections for the Wassa Mine are that for it to break-even in cumulative cash terms over the life of the mine (after all debt and operating costs are paid) based on a spot gold price of US$300 per ounce for unhedged ounces, additional Proven and Probable Reserves of approximately 160,000 ounces will be required in addition to the 735,000 contained ounces being the latest reserve figures reported on by SRK and referred to under 'Reserves at Wassa' above. As stated above, the Directors anticipate a greater increase than this in Proven and Probable Reserves at Wassa by the final quarter of 2000. Current exploration at Wassa The Group's current exploration programme at Wassa is focussing on definition of reserves in the vicinity of the current pits and on along strike resource delineation. An extensive programme of trenching has been completed on the Deadmans Hill, South East and 419 zones. Results of this programme have identified a number of new targets which will be systematically evaluated by drilling expected to commence in July, 2000. Geochemistry, geophysics and trenching have established the continuity of the broad mineralised zone which stretches for 6km along strike to the southwest of the currently defined Wassa orebody. Results from the trenching have confirmed high grade mineralisation for at least 2,000 metres southwestwards along strike from the Main 1 pit. Trench NR1, for example, is approximately 1,000m southwest of the Main 1 pit and returned assays including an intersection of 22m @ 2.1g/t including 3m @ 10.33g/t. Current infill geochemistry and geophysics surveys are defining the anomalous zones and drill target delineation should be completed by the end of July. Similarly, progress is being made on the outlining of drill targets on the western parallel geochemical anomaly which connects the colonial mine workings at Bawdia Bosso, west of the Wassa Mine, and the artisanal workings at Awheateso near the southern end of the Wassa Lease. Exploration work continued on the Wassa Licence held by Satellite Goldfields separately from the Wassa Lease just north of the Wassa Mine. Reconnaissance geochemical surveys delineated an anomalous zone, the Adaase zone, on the eastern half of the Wassa Licence, which the Directors believe represents the northern extension of the host geology for the Wassa orebody. The western portion of the Wassa Licence, comprising 50% of the Wassa Licence area, was relinquished in July 1999 in accordance with Minerals Commission requirements. Asheba/Kanyankaw The Asheba/Kanyankaw licence is owned jointly by Glencar and 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 have been subject to extensive underground development. 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 its 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, 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 the Group. The western portion of the concession, which will be held by Glencar, incorporates not only the old colonial working at Asheba-Cheriaman and Akoko but also significant small scale workings at Bankarayo, Korokossah and Saghissi. Since formal production ceased at the Asheba mines in the late 1920s, near surface mineralisation has been worked more or less continuously by the local galempsey miners, particularly in recent years. The area covered by the Cheriaman prospect has numerous shafts and adits as well as a series of three parallel open cut pits the largest of which is approximately 100m long and 15m deep. 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 Asheba property to date has focused on the high grade vein system at Cheriaman where just 8 reverse circulation boreholes and 4 diamond boreholes have been drilled. Best mineralised intersection was 61m @ 2.2g/t in 3 combined intersections 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. Of particular significance is that initial reconnaissance sampling on the edge of the granitic intrusion south of the Asheba mine has illustrated that the granite itself is mineralised. This presents an additional previously unrecognised target for a high tonnage gold deposit within the concession which will be aggressively explored during the coming months. The proposed exploration programme incorporates drilling on the previously untested Akoko, Bankarayo and Korokossah prospects as well as step out drilling on the Cheriaman mineralisation. Drilling is scheduled to commence during the third quarter of 2000. (ii) Uganda Progress has been made in the past year on the south east Uganda licences which are wholly owned by a member of the Group subject to a 5% interest held by an Australian company in a small portion (approximately 25 square kilometres) of the licensed area. The areas covered by the licences encompass approximately 570 square kilometres of the northern margin of the Archaean Lake Victoria greenstone belt which hosts a number of newly discovered major gold deposits on the southern side of the lake in Tanzania, including the Geita, Bulyunhulu, Golden Pride and Kukuluma projects. The Migori and Mara goldfields, which straddle the Kenya-Tanzania border lie approximately 150km to the south of the licence areas on the eastern side of the lake. During the first quarter of this year, 156 square kilometres of ground has been relinquished from Glencar's total ground holding following completion of reconnaissance geochemical surveys over a 400 square kilometre area. Second phase geochemical surveys have now been completed by the Group over the targets identified by the reconnaissance surveys and the current geochemistry, geophysics and trenching work programme aims at defining drill targets for a drilling programme expected to commence in 2001. Priority is being given to the Buinja licence, SEPL 4332, where geochemistry has delineated a number of targets with gold values up to 1,800ppb. (iii) Ireland Navan Glencar's 100% owned subsidiary Rennicks & Bennett Limited holds Prospecting Licence 1496 in County Meath, Ireland, immediately to the north-west of the Navan orebody which hosts Europe's largest underground zinc mine, the Outokumpu owned Tara Mine. At Liscarton, at the southern margin of the licence, the northern portion of the Navan orebody extends into PL1496. The Measured Mineral Resource at Liscarton is 1.2 million tonnes at 8.4% zinc and 2.0% lead. At Scallanstown in the north-eastern part of the licence a satellite deposit, the Scallanstown-Tatestown deposit, straddles the licence boundary. The Measured Mineral Resource at Scallanstown within PL1496 is 250,000 tonnes at 6.17% zinc and 4.18% lead. Two deep boreholes totalling 1,044 metres were drilled on the Navan property during 1999. Low-grade zinc mineralisation was encountered in both holes. 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. Glencar is reviewing recent announcements by Tara Mines Limited on the discovery of a new ore zone containing some 13.5 million tonnes of 8.9% zinc and 1.8% lead to the southwest of the main Navan orebody in the upper part of the geological strata known as the Pale Beds. This exciting new discovery occurs much higher in the geological stratigraphy than does most of the mineralisation previously delineated in the area. The Board views the scale of the discovery as a very significant indication of the potential for finding additional reserves of zinc in the vicinity of the Navan orebody. Recent drilling by the Company encountered zinc mineralisation within this upper horizon and further evaluation of this target will be carried out in 2000. Kildare Block The Kildare project is owned 100% by Glencar and consists of 3 Prospecting Licence areas - PL3662 and PL2512 in Co. Laois and PL2513 in Co. Kildare. Exploration to date has delineated a promising zinc/lead target with strong geochemical and geophysical signatures in a setting which shows strong geological and structural similarities to the Galmoy and Lisheen deposits, the two major and currently producing zinc/lead deposits along strike on the trend known as the Rathdowney Trend. A shallow diamond coring programme was completed in June, 1999 over this zone with a total of 870 metres drilled in 17 boreholes near the western boundary of PL2512. The purpose of the programme was to elucidate the geological structure in the anomalous area to direct a deeper drilling programme, planned to commence shortly, which will test the ore development. The shallow drilling programme provided useful structural data but perhaps more importantly, the Company found extensive dolomite development together with pervasive zinc mineralisation. Dolomitisation is usually associated with Irish zinc orebodies and its presence in the Kildare project associated with zinc mineralisation is particularly encouraging. Currently, drilling data is being evaluated by the Company and further testwork on the cores is being conducted. A resistivity survey has been completed recently over the target area to further delineate the local structure. A deep seismic survey carried out for oil and gas exploration during the mid-1980s incorporated this part of eastern Co. Laois. Data from this survey have been acquired and are currently being interpreted. This will further enhance the Company's knowledge of the geology of the area prior to commencement of a new drilling programme which is now scheduled to begin within the next few weeks. Current Trading and Prospects Glencar's consolidated accounts for the period ending 31 December, 1999 are incorporated in the form of an Accountants Report in the Rights Issue document posted to Shareholders today. This report draws attention to the proposed Rights Issue and rescheduling of the Group's debt and the confidence of the Directors that the successful completion of the Rights Issue will provide sufficient funds to enable the Group to continue trading for the foreseeable future. Accordingly the Directors consider it appropriate to prepare the financial statements on a going concern basis and the opinion of the reporting accountants is not qualified in this respect. In the January Circular, it was stated that the Directors considered it prudent to write down the carrying value of the Wassa Mine to reflect the lower gold price prevailing. It was stated that the amount of the write down would be in the region of US$57 million. However this has been revised to US$71 million. This write down is a non cash adjustment to the historic carrying value of the Wassa Mine in the Glencar accounts. The carrying value was made up of a number of components, most of which related to a much more favourable gold price than currently prevails. The writedown is also related to the remaining reserve, after the extraction of 183,000 ounces. The Board considers it prudent to provide for a greater writedown at this time, so that with the anticipated increase in ore reserves, we have a solid base from which to add value to the Company's assets. Gold production at Wassa, following the implementation of the Phase 2 heap leach area, has improved significantly and the Directors expect the improved production levels to be sustained. All other aspects of the Wassa Project are performing satisfactorily. The average price received for gold sold during the first five months of 2000 was US$313 per ounce against the average price on the spot market for the same period of US$285. This price was achieved by rolling back sufficient forward contracts to cover all current production other than gold loan interest repayments, rather than selling at the lower prices prevailing on the spot market. Turnover for the year 1999 was US$26.44 million (1998: nil). The date for Economic Completion, the point at which the Senior Finance becomes non-recourse to Glencar, has now been extended by the Senior Lenders to 30 June, 2001 and, subject to the spot gold price prevailing at the time and/or the level of ore reserves, the Directors believe that Economic Completion will be achieved by that date. Glencar, as guarantor of the Senior Finance, intends to provide an additional working capital fund of up to US$2.5 million. These funds will be advanced to Satellite Goldfields as a loan, subordinated to the Senior Finance and the Subordinated Finance. Satellite Goldfields 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. As a result of the slower gold recoveries and the accelerated capital expenditure programme, the scheduled capital payments due originally to Senior Lenders in December, 1999 and March, 2000 have been deferred to 30 June, 2000 to accommodate the greater working capital requirements at Wassa. The debt repayment schedule, now agreed, provides for US$3.9 million of debt repayment, originally due to the Senior Lenders in 2000, to be rescheduled over the three years of 2001, 2002 and 2003. Interest payable on the Senior Finance, amounting to approximately 570 ounces per quarter, over the next twelve months, equivalent to approximately US$170,000 per quarter, is being paid as it falls due. Interest on the Subordinated Finance, amounting to US$3,194,382 due from July 1999 to December 2000 is being capitalised in the Subordinated Finance and will now be paid with the balance of the Subordinated Finance, once the Senior Finance has been repaid in full. Convertible Loan Note On 22 March, 1999, the Company executed a US$3 million zero coupon convertible loan note repayable within a five-year period to Standard Bank. Standard Bank has the option of conversion of the loan note into Glencar Shares at any time during the note's five-year life at the price per share of EUR0.70 (IR55p) and may convert all of, or part of, the note and the premium into Glencar Shares. This price per Glencar Share will be adjusted following the Rights Issue to Eur0.59 (IR46p). These funds were originally intended to be used largely for exploration on the Group's exploration properties in Ghana, Uganda and Ireland but, due to increased working capital requirements at Wassa, only approximately US$250,000 has been spent to date for this purpose and a balance of US$1.6 million remains of which US$350,000 is held in cash and the balance is due to the Company from Satellite Goldfields. Hedging At 1 June, 2000, the Company had forward contracts with Standard Bank for the sale of some 127,956 ounces of gold at a price of US$324 per ounce. At that time, some 108,252 ounces of gold had already been sold under similar forward contracts at an average price of US$317 per ounce. These contracts mature at the rate of approximately 4,500 ounces per month from February, 2001 to June 2003. In addition, the Company has an outstanding gold loan of 85,633 ounces of gold repayable over the next four years. Interest on this gold loan, averaging approximately 570 ounces of gold per quarter, for the next twelve months is also payable. The terms of the Company's hedging agreement with the bank, including agreed credit limits, provide that if spot gold exceeds at least US$346 per ounce, margin calls may be made by Standard Bank against the hedge contracts outstanding at that time. Gold Market During the first four months of 1999 gold traded in the range between US$278 and US$294 per ounce. In May, 1999, the UK Treasury announced that it would be selling more than half of its gold reserves. By mid July, 1999 the price had retreated to a twenty year low of US$252.80 per ounce and remained depressed until September, 1999. On 26 September, 1999, a joint announcement was issued by the European Central Bank together with 14 European Central Banks including the Bank of England and the Swiss National Bank stating that agreement had been reached to limit their collective sales of gold to 2,000 tonnes over a five year period and that, at the same time, they would not expand their gold lending to the market ('the Washington Agreement'). Following the announcement the gold price rose to US$325 per ounce in early October, 1999. As calm returned to the market the price drifted into the US$280 to US$300 range, ending the year at US$290 per ounce. As a result the average price for the year, was US$279 per ounce compared with US$294 per ounce during the previous year. In early February of this year, Placer Dome, a large North American producer, announced that it had suspended its hedging activities in expectation of improving gold market sentiment and reduced producer hedging. A gold price rally ensued but this was not sustained and the price of gold has since traded in the range between US$270 and US$290 per ounce. Details of the Rights Issue The New Ordinary Shares will be offered to Qualifying Shareholders in the following proportion: 1 New Ordinary Shares for every 2 Ordinary Shares held by Qualifying Shareholders on the register at 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. Application has been made to the Irish Stock Exchange for permission for the New Ordinary Shares to be admitted to the Exploration Securities Market of the Irish Stock Exchange. It is anticipated that dealings, nil paid, will commence on 4 July, 2000. It is emphasised that no application is being made for the New Ordinary Shares to be admitted to the Official List of the Irish Stock Exchange. USE OF PROCEEDS The net proceeds raised from the Rights Issue will amount to approximately US$5.35 million and will be applied both to strengthen the Group's working capital position and to engage in further exploration activity as set out below: US$ million Wassa working capital 2.50 Wassa exploration 1.00 Asheba/Kanyankaw exploration 1.00 Uganda exploration 0.15 Kildare exploration 0.25 Navan exploration 0.10 Other 0.35 ------ 5.35 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$2.5 million from the current issue will be set aside as additional working capital for Wassa. A further US$1 million 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$1 million 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 next few weeks. 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. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Event Date Record Date for Rights Issue 26 June, 2000 Latest time and date for receipt of completed Forms of Proxy 4.15 pm 1 July, 2000 Time and date of Extraordinary General Meeting 4.15 pm 3 July, 2000 Provisional Allotment Letters despatched 3 July, 2000 Dealings expected to commence in the New Ordinary Shares, nil paid and Ordinary Shares marked ex-rights 4 July, 2000 Latest time and date for splitting, nil paid 3.00 p.m. 22 July, 2000 Latest time and date for acceptance and payment in full 3.00 p.m. 24 July, 2000 Latest time and date for splitting, fully paid 3.00 p.m. 14 August, 2000 Latest time and date for registration of Renunciation, fully paid 3.00 p.m. 16 August, 2000 Definitive Share Certificates for New Ordinary Shares to be despatched not later than* 28 August, 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 DEFINITIONS USED IN THIS ANNOUNCEMENT 'CDC' CDC Group plc, formerly Commonwealth Development Corporation. 'Dore Bullion' an impure alloy of gold and silver produced at a mine which will be refined offsite to high purity metal. Directors or the board of directors of the Company. 'the Board' 'Glencar' or 'the Glencar Mining plc. Company' 'January Circular' the ESM Particulars relating to Glencar and comprising a prospectus under the European Communities (Transferable Securities and Stock Exchange) Regulations, 1992 of Ireland which was published on 27 January, 2000 pursuant to the January Rights Issue. 'January Rights Issue' the rights issue by the Company details of which were set out in the January Circular and which was withdrawn on 18 February, 2000. 'Moydow' Moydow Mines International plc. 'Ordinary Shares' Ordinary Shares of IR2.5p each in the capital of the Company. 'Phase 2 heap leach an area of approximately 200,000 sq. metres which area' is specifically engineered and designed to accommodate the stacking of mined and crushed ore for leaching. 'Proven Reserves' that portion of an in-situ resource which technical and economic studies have shown to be mineable at a profit under specified economic conditions expressed in terms of the tonnage and grade of the material that would be mined and processed. 'Probable Reserves' an indicated resource on which sufficient technical and economic studies have been carried out to demonstrate that it can justify extraction at the time of the determination and under specific economic conditions. The estimate is supported by a study of the economics and practicality of working deposit but not by a full feasibility study. Grades and tonnages are expressed in terms of material that would be mined and processed. 'Rights Issue' the issue of 32,601,489 New Ordinary Shares to Qualifying Shareholders by way of rights. 'Satellite Goldfields' Satellite Goldfields Limited, Glencar's 59.4 per cent. indirectly owned subsidiary. 'Senior Finance' the loan by the senior lenders to Satellite Goldfields of 92,219.987 ounces of gold equivalent to US$27.5 million. 'Senior Lenders' Standard Bank London Limited and any other financial institution party to certain loan agreements. 'Shareholders' holders of issued Ordinary Shares. 'Wassa Mine' or 'Wassa' the operating gold mine at Wassa, Ghana.
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