Filed with SEDAR April 16/99
WORLD WIDE MINERALS LTD.
MATERIAL CHANGE REPORT
Pursuant to
Section 67(1)(b) of the Securities Act (British Columbia)
Section 75(2) of the Securities Act (Ontario)
Item 1. Reporting Issuer
World Wide Minerals Ltd. (“World Wide” or the “Company”)
Suite 1208
4 King Street West
Toronto, Ontario
M5H 1B6
Item 2. Date of Material Change
March 12, 1999
Item 3. News Release
A news release was issued through Canadian Corporate News on March 12, 1999
and was electronically filed through SEDAR as Project No. 00158279.
Item 4. Summary of Material Change
The Company has completed agreements with various trade and other creditors to
settle an aggregate of $1,815,706.52 of outstanding indebtedness of the Company
by the issue of a total of 21,520,890 common shares of the Company at prices of
$0.06 and $0.10 per share (average $0.083). It has reserved an additional
3,000,745 common shares for possible future issue on conversion of an additional
$214,748 of such indebtedness at prices of $0.06 and $0.10 per share (average
$0.072). In addition, a total of $2,230,035.37 of current indebtedness has been
exchanged for 6% promissory notes due March 31, 2001. As part of the capital
reorganization, the holder of the Company's outstanding secured loan in the amount
of approximately $10,000,000 has agreed to extend the maturity of the loan to April
3, 2000. All of these transactions were completed on March 12 or April 2, 1999.
After giving effect to these transactions, the outstanding common shares of the
Company have increased to 80,360,115.
Item 5. Full Description of Material Change
The Company has completed agreements with various trade and other creditors to
settle an aggregate of $1,815,706.52 of outstanding indebtedness of the Company
by the issue of a total of 21,520,890 common shares of the Company. Of this
indebtedness, a total of $1,311,132.79 was settled for shares issued at a price of
$0.10 per share. An additional $504,573.73 of indebtedness was settled by the
issue of shares at a price of $0.06 per share, which shares are subject to hold
period or other resale restrictions under applicable securities laws and the rules of
the Toronto Stock Exchange (TSE). The average price at which these shares were
issued was $0.083 per share.
2
The Company has reserved an additional 3,000,745 common shares for possible
future issue on potential conversion of an additional $214,747.99 of such
indebtedness at prices of $0.06 and $0.10 per share (average $0.072).
In addition, a total of $2,230,035.37 of current indebtedness has been exchanged
for unsecured promissory notes due on the earlier of March 31, 2001 and 90 days
after recovery of the Company's investment in Kazakhstan. This investment is
currently the subject of an action in the United States District Court in Washington
D.C. by the Company against the Republic of Kazakhstan, Kazatomprom and
Nukem, Inc., in which the Company has claimed damages of at least
US$220,000,000 and other relief. The notes accrue simple interest at the rate of
6% per annum. One of the notes, in the amount of US$600,000 is subject to
payment of instalments of US$50,000 per quarter commencing October 1, 1999.
The Company has the right to pay these installments in common shares at the then
market price, subject to TSE approval. Another note, in the amount of $30,758.20,
is convertible by the holder at the rate $0.10 per share.
As part of the capital reorganization, the holder of the Company's outstanding
secured loan in the amount of approximately $10,000,000 has agreed to extend the
maturity of the loan to April 3, 2000.
All of these transactions were completed on March 12 or April 2, 1999.
After giving effect to these transactions, the outstanding common shares of the
Company have increased to 80,360,115.
Item 6. Reliance on Section 67(2) of the Securities Act (British Columbia) and
Section 75(3) of the Securities Act (Ontario)
N/A
Item 7. Omitted Information
No information has been omitted in respect of the material change.
Item 8. Senior Officer
David J. Layman, Senior Vice-President, Chief Financial Officer and Secretary -(
416) 369-1566
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Toronto, Ontario, this 15th day of April, 1999.
WORLD WIDE MINERALS LTD.
“D. J. Layman”
David J. Layman
Senior Vice-President, Chief Financial Officer
and Secretary |
