Issue of Equity/Notice of Mtg

Griffin Mining Ld 23 February 2001 - Completion of Scoping Study and Move to Production - Equity Placement and Proposed Grant of Warrants - Notice of Special General Meeting Griffin Mining Limited is pleased to announce that it is raising up to US$2.5 million by way of a placing of new ordinary shares with institutional and other clients of Griffin's nominated broker, Charles Stanley and Company Limited, to complete the remaining matters required under the Chinese Mining Law of 1998 to convert Griffin's exploration licence over the Caijiaying zinc gold project into a mining licence so as to enable Griffin, subject to the necessary capital being available for construction of the mining and processing facilities at Caijiaying, to commission the Caijiaying mine and for general working capital purposes. An independent scoping study commissioned by the Company in 2000 has been completed which indicates that for an initial capital cost of US$6.7 million an underground mine could be brought into production at Caijiaying to process primarily some 180,000 tonnes of ore per annum at 12.3 per cent zinc, 0.7 grams per tonne gold and 48 grams per tonne silver over a minimum of 10 years. At this level of production, current metal prices, with no changes in the taxation regime in the PRC and assuming costs as estimated in the scoping study (before any depreciation charge), Caijiaying would be expected to generate after tax revenues, at the project level, of approximately US$5.5 to US$6 million per annum. Due to the results of this scoping study, Griffin's work on the Caijiaying project and the positive developments in the Chinese legal environment, the Company has formed the view that Caijiaying is capable of being developed immediately to economically produce zinc, gold, silver and possibly other minerals. Consequently, and subject to the successful raising of the necessary capital required to bring Caijiaying into production, the Company has decided to move forward as quickly as possible to construct and commission the Caijiaying deposit as an underground mining operation. SPECIAL GENERAL MEETING The market price of the Company's ordinary shares quoted on the Alternative Investment Market ('AIM') of the London Stock Exchange is currently less than the par value of Griffin's ordinary shares of 10 cents. As a result the placing is being carried out at a price close to the current market value of the Company's ordinary shares. Therefore, in accordance with the Company's bye laws and in order to complete an equity placing, Griffin is seeking the approval of the members at a Special General Meeting to be held on 15th March 2001 for a reduction in the par value of the ordinary shares from 10 cents to 1 cent per share. THE ISSUE OF WARRANTS AND OPTIONS Subject to the passing of the resolutions to reduce the par value of the shares at the forthcoming Special General Meeting and the completion of the placing to raise up to US$2.5 million, it is proposed to give existing shareholders the opportunity to subscribe for additional ordinary shares at the placing price. This is to be effected by way of a bonus issue of warrants to existing shareholders on the basis of 1 warrant for every 2 ordinary shares held. Each warrant will entitle the holder to subscribe for one new ordinary share at the placing price on or before 15th May 2001. No consideration will be payable in respect of the issue of the warrants, which is conditional on the passing of the resolutions at the forthcoming Special General Meeting of the Company to reduce the par value of the ordinary shares of the Company, the approval of the Bermuda Monetary Authority to the issue and any subsequent exercise of the warrants, and on the prior completion of the placing. It is not the Director's intention for application to be made for the warrants to be admitted to trading on AIM or the Canadian Venture Exchange. A circular is being sent to shareholders today to provide further details of the proposed grant of warrants to the shareholders of Griffin to subscribe for new ordinary shares in the Company, together with notice of the holding of a Special General Meeting to be held on 15th March 2001 for the purpose of approving a reduction in the par value of the ordinary shares. Upon the completion of the placing to raise up to US$2.5 million, the directors will address the position of options to purchase new ordinary shares in the Company by the directors and management of the Company at a price above the placing price. TIMETABLE The timetable relating to the grant of warrants, assuming the completion of the placing to raise upto US$2.5 million and the passing of resolutions at the Special General Meeting for a reduction in the par value of the Company's ordinary shares is as follows: Posting of circular 23rd February 2001 Record date for warrants 9th March 2001 Marked ex bonus 16th March 2001 Issue of warrants 16th March 2001 Commencement date for trading of new shares on AIM 16th March Further information Roger Goodwin - President Telephone: +44(0)20 7663 9855 Charles Dampney - Charles Stanley Telephone: +44(0)20 7739 8200 Leesa Peters - Golin/Harris Ludgate Telephone: +44(0)20 7216 4512 Griffin Mining Limited's shares are quoted on the Alternative Investment Market (AIM) of the London Stock Exchange (symbol GFM) and traded on the Canadian Dealing Network in Toronto (symbol GRFM). The Company's news releases are available on the Company's web site: www.griffinmining.com
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