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) |