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Glencar Mining (GCM)

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Friday 05 September, 2003

Glencar Mining

Issue of Equity

Glencar Mining PLC
05 September 2003

                               GLENCAR MINING PLC

                     Final Settlement with Project Lenders
         Placing of New Ordinary Shares to Raise Up To US$1.181 million


The Board of Glencar Mining plc ('Glencar' or 'the Company') is pleased to
announce that it has now signed agreements with Standard Bank London Limited
('Standard Bank'), CDC Group Plc ('CDC') and others (collectively the 'Secured
Lenders'), and with Standard Bank in its capacity as the holder of the
outstanding US$3,000,000 convertible loan note (the 'Loan Note'). Pursuant to
the agreement with the Secured Lenders, they have agreed to release Glencar from
its guarantee obligations under the guarantee relating to the Wassa Gold Project
financing agreements and Glencar has agreed to the issue to CDC of 12,000,000
new Ordinary Shares, credited as fully paid, and 7,500,000 warrants to subscribe
for 7,500,000 new Ordinary Shares at an exercise price of €0.031 per share.
Pursuant to the agreement with Standard Bank, Standard Bank has agreed to waive
its rights to repayment, and conversion of the Loan Note in consideration of the
issue to it of 12,000,000 new Ordinary Shares, credited as fully paid.

On completion of these agreements, which is conditional inter alia on board and
shareholder approval of the allotments of the shares, and also on an investment
in new equity in Glencar to the minimum value of US$400,000 (which condition
will be fulfilled by the Placing detailed below), all banking indebtedness of
the Glencar Group will be eliminated. Following the proposed share issues, and
following the Placing, the interests of each of CDC and Standard Bank will
represent approximately 8% of the enlarged issued ordinary share capital of the


The Board is also pleased to announce that it has arranged a placing of up to
35,000,000 new Ordinary Shares at €0.031 per share with new and existing
individual and institutional shareholders, raising in aggregate up to €1,085,000
(approximately US$1,180,000) before expenses (the 'Placing'). The Placing price
represents a premium of approximately 10% to the closing price per Ordinary
Share on the Irish Stock Exchange on 2 September, 2003.

The net proceeds of the Placing of up to approximately €1,002,000 (US$1,090,000)
will be used to progress exploration on the Glencar Group's interests in Ghana,
Mali and Uganda. In particular, it is intended to test by drilling a recently
delineated new mineralised zone at the Asheba Project in Ghana, and to conduct a
detailed evaluation of data acquired and targets identified on the 1,056 sq. kms
project on Mali's border with Guinea. Glencar has recently acquired an exclusive
option to acquire up to an 85% interest in this project, which was previously
held by BHP and Randgold Resources, and which is in a very attractive geological
area where extensive artisanal mining has taken place.

Completion of the Placing is conditional inter alia on an increase in the
authorised share capital of the Company, the grant of authority to the Directors
of Glencar to allot shares and the disapplication of pre-emption rights in
respect of the proposed share issues, the agreements with the Secured Lenders
and with Standard Bank not having been terminated or rendered unenforceable, and
the Irish Stock Exchange approving the application for admission of the shares
the subject of the Placing to dealing on the Exploration Securities Market ('the

A circular convening an extraordinary general meeting of the Company at which
resolutions will be proposed for the purposes of completing the settlements with
the Secured Lenders and Standard Bank and completing the Placing, will be posted
to shareholders shortly and it is expected that the extraordinary general
meeting will be held, together with the Annual General Meeting of the Company,
on 29 September, 2003. It is also proposed that application will shortly be made
for all of the new shares to be dealt in on the Exploration Securities Market,
which will require preparation and publication of a document comprising ESM
Particulars under the ESM Rules.

It is expected that all of the conditions required for completion set out in the
agreements with the Secured Lenders and with Standard Bank, and the conditions
of the Placing, will be satisfied on or before 31 October, 2003.


The Company has also now reached agreement with Mayo County Council regarding
the payment schedule of the costs awarded against Glencar in the litigation
taken in 1995 by Glencar and its joint venture partner in respect of the
recovery of their exploration expenditures following the ultra vires imposition
of a mining ban by Mayo County Council.

Glencar will pay to Mayo County Council US$200,000 on 31 October, 2003 and
US$50,000 on 30 April, 2004. These amounts are within the amount provided for
this purpose by the Company in its accounts and approximately US$220,000 of this
amount will be financed from the existing, pre-Placing cash reserves of the
Company. The balance of the costs due by Glencar to Mayo County Council,
approximately €280,000, will be deferred and paid by way of a royalty payment
and/or staged annual cash payments. Further detail in relation to the deferred
payments will be disclosed in the circular to shareholders being published

Commenting on these developments, Mr. Hugh McCullough, Chief Executive of
Glencar stated:

'The agreements to release Glencar from its parent company guarantee obligations
and to satisfy its obligations under the Loan Note mark the culmination of many
months of negotiation and together with the placing, achieve banking debt free
status and adequate financing for the Glencar Group. On completion of these
arrangements, Glencar will be repositioned to focus on its exploration
opportunities in Africa. The Directors are committed to advancing these
interests in order to achieve value for the shareholders.'

For further information:

Glencar Mining plc:
Mr. Hugh McCullough,
Chief Executive
Tel: + 353 1 661 9974
Fax: + 353 1 661 1205

5 September, 2003

                      This information is provided by RNS
            The company news service from the London Stock Exchange