World Wide Minerals Ltd -
Subsidiary created and shares distributed
World Wide Minerals Ltd WWSShares issued 530392251998-01-02 close $0.28Monday Jan 5 1998Mr Paul Carroll reports World Wide Minerals has created a new wholly owned subsidiary, Libra Gold Corp, to which it has transferred all of its gold assets as of December 29 1997. The shares of Libra Gold will be distributed to the World Wide shareholders on a pro rata basis. The spin off of the gold assets into Libra Gold and the distribution of the Libra Gold shares will permit World Wide to focus on the uranium business. Completion of the distribution is subject to obtaining all requisite regulatory approvals, including the filing and clearing of a shelf prospectus to clear the Libra Gold shares for public trading once distributed. A preliminary shelf prospectus was filed on December 31 1997. It is anticipated that the prospectus should be cleared by February. The gold assets were transferred to Libra Gold at their book value of $6,225,043. Consideration for the transfer of the gold assets consisted of the issue by Libra Gold of a note in the amount of $1,000,000, assumption of accrued accounts payable of $690,817 and all of its shares. The note is payable on demand, bears interest at 8% per year and is convertible into shares of Libra Gold at a price equal to 125% of the initial trading price of the Libra Gold shares. At present there are 53,039,225 common shares of World Wide outstanding. World Wide will distribute to its shareholders of record on the record date (which will be set after clearance of the shelf prospectus - tentatively a date in February) one new share of Libra Gold for every 10 common shares of World Wide held on the record date. No fractional shares will be issued and any resulting fractions will be rounded down. If the distribution were to take place as of the present time, this would result in 5,303,922 shares of Libra Gold being outstanding. On a fully diluted basis, giving effect to the potential maximum exercise of warrants, options and share issue rights currently outstanding, there could be an additional 13,983,334 common shares of World Wide outstanding. If exercised, such additional shareholders will be entitled to receive the number of shares of Libra Gold that they would have received if they had been shareholders on the record date for the distribution of the Libra Gold shares. Therefore, 1,398,333 additional Libra Gold shares could be issued in respect of the World Wide shares reserved for issue on exercise of those warrants, options and share issue rights. Based on the number of shares that are currently issued, and the maximum number of shares that currently could be issued, the total fully diluted share capital of Libra Gold could be up to 6,702,255 shares. It is the intention of Libra Gold to obtain a stock exchange listing at the earliest practicable opportunity. This may be achieved by merger with an existing exchange-listed company. In the meantime, once the shares are distributed they will be traded in the over-the-counter market. The gold assets that have been transferred to Libra Gold consist of: Several gold exploration joint ventures and properties under review in China, including the Tongshi project (World Wide 55%), four other joint ventures (World Wide 55% to 68%) and several other gold properties; several of these projects have received all of the requisite Chinese government approvals and additional approvals are pending under China's recently liberalized mining laws; surface exploration work is being conducted on the Tongshi project to identify drill targets; on-site exploration will begin soon on other Chinese gold properties. An 80% owned Chinese geological and mining engineering business in partnership with Shandong MGMR. The Yi Chuen gold project in Bolivia in which Libra Gold would have the right to earn an 85% interest. The 100% owned Easter gold project in Nevada. Libra Gold intends to enter into a program of acquisition and consolidation in the gold sector. (c) Copyright 1997 Canjex Publishing Ltd. canada-stockwatch.com
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