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Gold/Mining/Energy : WWS.T World Wide Minerals -- Ignore unavailable to you. Want to Upgrade?

To: moose100 who wrote (776)	7/6/2001 12:47:20 PM
From: traacs	Read Replies (1) \| Respond to of 784

NEWS RELEASE TRANSMITTED BY CCN NEWSWIRE FOR : McMillan Gold Corp. TSE SYMBOL: MMG and Virtual Resources Inc. July 6, 2001 MacMillan Gold And Virtual Resources Agree To Business Combination To Acquire An Established U.S. Company In The Electronics Recycling Business TORONTO, ONTARIO--MacMillan Gold Corp. (TSE - "MMG") and Virtual Resources Inc. (Canadian CUB/OTC - "VUAL") jointly announced today that they had agreed to enter into a business combination of the two companies. The merged company proposes to continue the current efforts of Virtual Resources to enter the U.S. based business of recycling end-of-life electronic equipment and electronic scrap. MacMillan Gold currently has 18,071,626 common shares outstanding and proposes to issue 1,084,298 common shares in consideration of services rendered in connection with the business combination. It also has options outstanding to purchase 1,150,000 common shares which will expire on the first anniversary of the effective date of the business combination, expected to be on or about August 31, 2001. Virtual Resources currently has 1,844,933 common shares outstanding and has options outstanding to purchase 283,400 common shares. On the effective date of the business combination, each MacMillan Gold shareholder will receive one common share of the merged company for each common share of MacMillan Gold held on that date. Each shareholder of Virtual Resources will receive 9.54 common shares of the merged company for each common share of Virtual Resources held on that date. The number and exercise price of all outstanding options will be adjusted to reflect the merger ratio. Based on the current common shares outstanding of both companies, the merged company will have 36,756,584 common shares outstanding (40,610,220 common shares fully diluted), represented by over 4,000 individual shareholders. Management of the merged company will own in excess of 20% of the outstanding shares. The business combination and related transactions are subject to requisite regulatory approvals and to shareholder approval of both companies. The companies plan to enter into definitive documentation for the business combination by July 19, 2001. It is anticipated that all approvals can be obtained by August 31, 2001. Management of Virtual Resources has been evaluating investment opportunities in the electronic recycling industry in the United States and Canada. It has identified this industry as having significant growth potential and as presenting considerable opportunities for the consolidation of the existing industry. This opportunity is enhanced by the ever-increasing quantity of electronic equipment required to be recycled. Opportunities also exist to expand into Europe and Asia. Virtual Resources proposes to acquire a significant United States based company in the electronic scrap and end-of-life electronics recycling business. It is engaged in the negotiation of a purchase agreement and completion of due diligence investigations. Completion of the business combination will be conditional upon closing the acquisition. In this process, it has retained PricewaterhouseCoopers Securities Inc. (PwCS) as its financial advisor to assist in evaluating and financing the acquisition. PwCS is part of PricewaterhouseCoopers LLP, one of the world's largest accounting firms. Negotiations are well advanced to finance the acquisition through use of a metals financing facility, term and working capital debt financing, complemented with a private placement of equity-based financing. Virtual Resources was attracted to the electronic equipment recycling industry because secondary electronics recycling volumes are projected to expand significantly with growing volumes of redundant and end-of-life electronics. Increasingly stringent environmental regulation of other forms of disposal, such as land-fill, add to the attraction. Paul Carroll, Chairman of Virtual Resources, stated that "this industry represents an ideal opportunity to enter the "virtual" mining business where a company can produce gold, silver, platinum, palladium and other metals without many of the uncertainties and problems of traditional mining." Steve Brunelle, President of MacMillan Gold, stated that "the Company had reviewed several opportunities to increase shareholder value" and that "we are satisfied that this opportunity represents good value for the MacMillan Gold shareholders." /T/ MACMILLAN GOLD CORP. 55 University Avenue Suite 910 Toronto, Ontario M5J 2H7 VIRTUAL RESOURCES INC. Suite 3750, P.O. Box 703 Canada Trust Tower BCE Place, 161 Bay Street Toronto, Ontario M5J 2S1