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Microcap & Penny Stocks : PNWC - Pacific Norwest Capital

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To: snorkel who wrote (163)4/3/1998 10:03:00 AM
From: Rob Lawrence  Read Replies (2) of 295
 
Here we go again:

NEWS RELEASE TRANSMITTED BY CANADIAN CORPORATE NEWS

FOR: WINCHESTER MINING CORPORATION

OTC Bulletin Board SYMBOL: WNCR

APRIL 3, 1998

Winchester Plans Major Corporate Reorganization for
Fiscal Year 1998

VANCOUVER, BRITISH COLUMBIA--Winchester Mining Corporation (OTCBB
- "WNCR") is pleased to report that it is in the process of a
major corporate reorganization, which will include among other
things, new appointments to its Board of Directors, an equity
infusion of capital, and a name change to better reflect its new
corporate direction as an investment holding company. These
planned corporate changes are in direct response to several
setbacks experienced by the Company during fiscal year 1997, which
ended January 31, 1998.

The following is a brief summary of all material events and/or
transactions which have occurred during the previous fiscal year.
In light of the Company's planned reorganization referred to
above, management's outlook for fiscal year 1998 remains positive.

On April 24, 1997, Winchester announced that it had concluded an
agreement with G & W Investments Ltd. ("G & W", a private company)
whereby it had the option to acquire a 100 percent interest in the
G & W Option / JV Agreement with Vescan Equities Inc. ("Vescan"),
relating to 41 Mining Properties in the Mazenod Lake area,
Northwest Territories ("NWT Claims"). Pursuant to the underlying
Option / JV Agreement, G & W had the right to earn a 50 percent
interest in the NWT claims by completing a $2,000,000 CDN
exploration program over a 3 year period, with the option to
acquire a further 25 percent interest within 2 years thereafter
for an additional payment of $1,000,000 CDN. The purchase price to
Winchester for G & W's interest(s) under this Option / JV
Agreement was US $100,000 (paid) and 10,000,000 shares of
Winchester (not paid).

Phase I exploration work conducted on the NWT Claims during June
and July 1997 consisted of general and infill reconnaissance
mapping, magnetic and lithogeochem surveys, general airphoto
interpretations, trenching, prospecting, soil and geochemical
sampling. Despite the strategic location of these mineral
properties to Fortune Mineral's SUE-DIANNE and NICO discovery
deposits, results of the summer work program failed to identify
favorable drill targets for continued exploration. Accordingly,
Winchester has allowed its option on the G & W Option / JV
Agreement to expire, and, effective January 31, 1998, has
relinquished any and all rights, claims and interests it had or
may have had to these properties back to the vendor. The
Company's total direct investment of US $100,000 has been written
off. No shares of Winchester were issued pursuant to this
investment.

On July 24, 1997, Winchester reported that it had entered into an
agreement to purchase four (4) major mineral properties, located
in the Great Bear Lake region, Northwest Territories. The subject
properties included the COP PROPERTY (50 units, covering 2582.5
acres); the RAD/TUT PROPERTY (95 units, covering 4906.75 acres);
the GLACE PROPERTY (115 units, covering 5990.40 acres) and the
BONANN PROPERTY, formerly Bonanza Silver Mine (144 units, covering
7437.60 acres). Winchester agreed to pay the vendor(s) a total of
US $480,000 in cash and/or share equivalent at a deemed value of
US $16 per share, for a 100 percent undivided interest in the four
(4) properties. After further evaluation of this mineral property
portfolio, the Company announced on October 27, 1997 its decision
not to complete this acquisition. Accordingly, the Company's total
direct investment of US $240,000, paid for and on behalf of
Winchester by means of a shareholder loan advance, has been
written off. The Company has relinquished, therefore, any and all
rights, claims and interests it had or may have had to these
properties back to the vendor(s).

Pursuant to Winchester's news release issued on September 15, 1997
and subsequent news releases issued October 24, November 12,
November 20, and December 18, 1997 relating to the Company's
on-going negotiations to acquire a 100 percent interest in a major
chemical grade limestone deposit, all negotiations were terminated
effective January 30, 1998. Due to the prevailing market
conditions, Winchester was unable to secure the necessary
financing required to complete this transaction on a timely basis.
As a result, all potential marketing agreements, whether expressed
or implied, between the Company and interested third parties, were
not formally concluded. Accordingly, the Company has relinquished
any and all rights, claims and interests it had or may have had to
this limestone deposit back to the vendor(s).

The Company further reports the appointment of Rick Hoeppner to
the Board of Directors. Mr. Hoeppner replaces Mr. Edgar Gibbons,
who was forced to resign March 1, 1998 due to ill-health. The
Company's Board of Directors now consists of Annette Gibbons,
David Gibbons and Rick Hoeppner. The Board plans to announce two
(2) new appointments in the near term to fill the vacancies left
by the January 1, 1998 resignations of Messrs. Sterling Klein and
Laurence Sookochoff.

Winchester Mining Corporation is actively engaged in identifying,
for acquisition and related investment purposes, undervalued
"small cap" public companies in the resource sector which have the
necessary infrastructure to significantly increase current
revenues and earnings with minimal capital funding. At present,
the Company is reviewing several such investment opportunities.

WARNING: Statements in this press release contains forward-looking
statements which reflect the Company's current expectations
regarding future events. The forward-looking statements involve
risks and uncertainties. Actual events could differ materially
from those projected herein and depend on a number of factors,
including, but not limited to, the success of the Company's
investment strategy, the ability of the Company to secure equity
financing, the ability of the Company to attract new appointments
to the Board of Directors and other risks detailed from time to
time in the Company's filings with the Securities and Exchange
Commission and/or other regulatory agencies. The Company
disclaims any obligation to update statements in this press
release and relies on litigation protection for all "forward
looking" statements.

On behalf of the Board of Directors

Annette Gibbons

-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Winchester Mining Corporation
Annette Gibbons
Director
(604) 683-7422
(604) 641-1214 (FAX)
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