NEWS RELEASE:
World Wide Minerals Completes Additional Debt Financing and Restructures Management and Shareholdings
TORONTO, ONTARIO--World Wide Minerals Ltd. announced today that:
- a Cdn$9.5 million short term loan has been completed
- a management group has purchased the entire 16.3 percent shareholding of Dundee Bancorp Inc. and its affiliates in the Company
- the Company has increased its ownership interest in the Dornod uranium mine in Mongolia
- Paul A. Carroll continues as Chairman and Chief Executive Officer
- Wallace M. Mays is elected a Director and has replaced James G. Wade as President and Chief Operating Officer.
Increased Loan Facility:
A Cdn$9.5 million loan has been provided under a Restated Loan Agreement with Dundee Bancorp. This represents an increase from the original Cdn$5.0 million loan made available by Dundee Bancorp in August 1997, which had a maturity of March 31, 1998. The increased loan will mature July 31, 1998, bear interest at the rate of prime plus 3 percent per year and be secured on assets of World Wide that do not represent security for the US$60 million working capital facility which was provided in December, 1997 by Deutsche Bank AG. The Deutsche Bank facility was partially drawn down by the Company to finance inventories of uranium concentrates pending production from Mongolia later this year and permitted deliveries of 1 million lb of U3O8 to nuclear power utilities to commence in the first quarter of 1998 under long-term and short-term sales contracts. In addition to interest on the loan, Dundee Bancorp also will be entitled to receive a cash fee of Cdn$500,000 upon the Company's successful recovery of its loan receivable from investment in uranium mines in Kazakhstan.
The net proceeds of the increased loan from Dundee Bancorp will be used to refinance the original Cdn$5.0 million loan, to repay additional advances recently made, to pay accrued interest on the loan advances to date, to fund operating costs of the Company's uranium mine development in Mongolia and for general corporate purposes as well as to fund the purchase price for a management group to purchase the entire share interest previously held by Dundee Bancorp and its affiliates in World Wide.
Key Executive Share Purchase Plan:
The Board of Directors of the Company has established a Key Executive Share Purchase Plan and Dundee Bancorp has sold its entire 16.3 percent share position in World Wide, representing 8,631,415 shares, to the Plan. The Plan was set up to facilitate the share purchase by a management group led by Paul A. Carroll, Chairman and Chief Executive Officer of World Wide. The other participants in the Plan are Wallace M. Mays, who has become President of the Company, David J. Layman, Senior Vice-President, Chief Financial Officer and Secretary, and Dustin J. Garrow, Senior Vice-President, Marketing. A total of 1,226,667 of the shares are held in escrow under an agreement with the Toronto Stock Exchange whereby the shares will be released as to 50 percent in May of each of 1998 and 1999; this escrow will be assumed by the participants pro rata. The price paid to Dundee is Cdn$0.29 per share and the participants in the Plan will be responsible to pay that amount plus interest accrued at prime plus 3 percent until July 31, 1998, at which time the loan to the participants will become interest-free. The shares purchased will be held as collateral security for the loan, which will otherwise be without recourse to the participants and payable within five years.
Purchase of Additional Assets from WM Mining:
The Company has also reached agreement with WM Mining Company LLC to purchase its 10 percent interest in World Wide Mongolia Mining Inc. and to convert into shares of the Company a note payable to WM Mining which is currently due. World Wide Mongolia Mining is the 90 percent owned subsidiary of the Company that in turn owns a 58 percent interest in the Dornod uranium mine in Mongolia. The purchase increases the Company's effective indirect interest in the mine from 52.2 percent to 58 percent. The note payable plus interest accrued aggregates approximately Cdn$1,050,000. The consideration to be paid for the share interest and the note is a total of 5.2 million treasury shares, at an issue price of Cdn$0.29 per share.
New President Appointed:
Effective February 27, 1998, James G. Wade resigned as President of World Wide to pursue other business interests; he remains a Director. Wallace M. Mays has been elected a Director and has been appointed President and Chief Operating Officer of World Wide. Mr. Mays, who has been Executive Vice-President of the Company since July 1997, brings to the office of President over 25 years experience as a uranium company senior executive. During his career he has held positions of increasing responsibility in several US-based uranium companies. Most recently, he was President of Energy Fuels Nuclear, Inc. (1992 - 1994) and Chairman, Chief Executive Officer and President of Uranium Resources, Inc. (1994 - 1995). In 1995 he left Uranium Resources, Inc. and acquired CIMA Energy, Inc. and established WM Mining which developed the transaction whereby it acquired a majority interest in the Dornod uranium mine in Mongolia.
Paul A. Carroll, Chairman and Chief Executive Officer of World Wide said that "in appointing Mr. Mays as President we now have a very experienced uranium executive in charge of planning and implementing the uranium operations of World Wide Uranium. Mr. Wade gave two and a half years of valuable service to the Company during its formative period. However, we now must focus entirely on developing the uranium production and marketing business. We will continue to pursue our strategy of diversifying our sources of production and becoming a respected supplier of choice to nuclear utility fuel buyers. We intend to demonstrate that we can market uranium and meet industry criteria of price, reliability and flexibility of delivery."
Regulatory Approvals:
Completion of certain of these transactions is subject to approval of the Toronto Stock Exchange, including the issue of shares and the transfer of shares within escrow. Such approvals have been requested.
Feasibility Study for Underground Mine:
A final feasibility study is being prepared for the development of the underground portion of the Dornod uranium mine and is expected to be completed within the next couple of months. Based on that feasibility study, the Company proposes to raise project finance for the project and at that time will reconsider a rights issue of common shares to the extent necessary, with other funds available, to complete the underground development. Discussions are already being held with a limited number of financial institutions that have provided project finance for comparable mining projects in emerging markets.
A preliminary, internal economic and technical study of the open pit and underground mines, based on earlier Soviet development work and the Company's own experience at the mine, indicates a total mineable resource from the open pit mine of 3.5 million tonnes grading 0.126 percent U3O8, from the underground mine of 2.9 million tonnes grading 0.359 percent U3O8 and from an ore stockpile containing 238,000 tonnes grading 0.084 percent U3O8. Combined production over a mine life exceeding 10 years indicates total production of at least 27 million lbs. U3O8 at estimated average cash and all-in costs which will be in the lowest quartile of production costs worldwide. Further operating efficiencies are being considered. Total expenditures to develop both mines, phased over the next two years, is approximately US$45 million, including funds already invested by the Company.
Future Financing Plans:
World Wide has canceled for the present time its plans for a rights offering of shares. Instead, the Company will be seeking capital in the international private placement market and will integrate this with equipment financing, other export credits and short term funding that is expected to be available. World Wide has been informed by the Government of Kazakhstan that the Government recognizes that it has a responsibility to repay the Company's investment in that country. However, no offer of compensation has yet been received. Any proceeds from settlement of these issues will be employed as part of the capital of the Company when received.
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FOR FURTHER INFORMATION PLEASE CONTACT:
World Wide Minerals Ltd. Paul A. Carroll Chairman and CEO 1-416-369-7217 1-416-369-6088 (FAX) E-Mail: pcarroll@worldwideminerals.com or World Wide Minerals Ltd. Corinna J. de Beer Director of Investor Relations 1-416-369-6084 1-416-369-6088 (FAX) E-Mail: cdebeer@worldwideminerals.com Web Site: www.worldwideminerals.com |