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

To: tango who wrote (426)	4/26/1998 9:19:00 PM
From: traacs	Read Replies (1) \| Respond to of 784

Exchange/Symbol - (To Be Announced) CORPORATE PROFILE - LIBRA GOLD CORPORATION: Gold Division: Spun Off Into Libra Gold Corporation World Wide in its evolution from an exploration company into an internationally-oriented resource company has split its uranium and gold properties into two separate companies to allow greater focus on each of the separate businesses. The new gold company - Libra Gold Corporation - will be publicly traded and will hold all the existing gold assets of World Wide - the exploration properties and projects in China, Bolivia and the United States. It initially will share management with World Wide but, with time, will develop its independence. World Wide announced on January 5, 1998 that it had created a new wholly-owned subsidiary, Libra Gold Corporation, to which it had transferred all of its gold assets as of December 29, 1997. The shares of Libra Gold will be distributed to the World Wide shareholders on a pro rata basis. Completion of the distribution is subject to obtaining all requisite regulatory approvals, including the filing and clearing of a "shelf prospectus" to clear the Libra Gold shares for public trading once distributed. A preliminary "shelf prospectus" was filed on December 31, 1997 with the relevant Canadian securities regulators. Once the prospectus is cleared the new shares of Libra Gold will be issued pro rata to the shareholders of record of World Wide as of a record date set at that time. The gold assets were transferred to Libra Gold at their book value of $6,225,043. Consideration for the transfer of the gold assets consisted of the issue by Libra Gold of a note in the amount of $1,000,000, assumption of accrued accounts payable of $690,817 and all of its shares. The note is payable on demand, bears interest at 8% per annum and is convertible into shares of Libra Gold at a price equal to 125% of the initial trading price of the Libra Gold shares. Distribution: At present there are 58,839,225 common shares of World Wide outstanding. World Wide will distribute to its shareholders of record on the record date (which will be set after clearance of the "shelf prospectus") one new share of Libra Gold for every 10 common shares of World Wide held on the record date. No fractional shares will be issued and any resulting fractions will be rounded down. If the distribution were to take place as of the present time, this would result in 5,883,922 shares of Libra Gold being outstanding. On a fully-diluted basis, giving effect to the potential maximum exercise of warrants, options and share issue rights currently outstanding, there could be an additional 13.85 million common shares of World Wide outstanding. If exercised, such additional shareholders will be entitled to receive the number of shares of Libra Gold that they would have received if they had been shareholders on the record date for the distribution of the Libra Gold shares. Therefore, 1.385 million additional Libra Gold shares could be issued in respect of the World Wide shares reserved for issue on exercise of those warrants, options and share issue rights. Based on the number of shares that are currently issued, and the maximum number of shares that currently could be issued, the total fully-diluted share capital of Libra Gold could be up to 7.268 million shares. Gold Operations: The gold assets that have been transferred to Libra Gold consist of: Several gold exploration joint ventures and properties under review in China, including the Tongshi Project (World Wide 55%), four other joint ventures (World Wide 55% to 68%) and several other gold properties; several of these projects have received all of the requisite Chinese Government approvals and additional approvals are pending under China's recently liberalized mining laws; surface exploration work is being conducted on the Tongshi project to identify drill targets; on-site exploration will begin soon on other Chinese gold properties An 80% owned Chinese geological and mining engineering business in partnership with Shandong MGMR The Yi Chuan gold project in Bolivia in which Libra Gold would have the right to earn an 85% interest The 100% owned Easter gold project in Nevada Management believes that China is a new frontier for mining - like Peru and Argentina a few years ago. On-the-ground surface exploration was recently commenced to identify drill tragets on the Tongshi Gold Project. Final approval from the Chinese Government has been obtained under the newly liberalized mining laws. On-site exploration will begin on other Chinese gold properties soon. Our exploration staff is currently investigating several very attractive Chinese gold projects, one of which is already a producing mine with significant mineable reserves. A letter of intent has recently been signed with a major domestic Chinese industrial company that proposes to be our financing partner for gold exploration in China. Corporate Objectives: It is the intention of Libra Gold to obtain a stock exchange listing at the earliest practicable opportunity. This may be achieved by merger with an existing exchange-listed company. In the meantime, once the shares are distributed they will be traded in the over-the-counter market. Libra Gold intends to enter into a program of acquisition and consolidation in the gold sector, taking advantage of the currently distressed state of the gold sector. Emphasis would be on existing or near-term, low-cost gold production. In announcing the creation of Libra Gold and the proposed distribution of its shares to the World Wide shareholders, Paul A. Carroll, Chairman and Chief Executive Officer said "at this time there is a unique opportunity to acquire good gold properties and companies with excellent upside potential. Many small companies are experiencing difficulty in capital-raising because of the gold price and the perceived flight to large capitalization stocks." Corporate Ethics: The Company, in its joint venture gold projects in China, Bolivia and the USA, is committed to a mandate of ethical business conduct and the protection of the environment in which it operates. the development of its human resources and the support of the communities within which it operates. The Company's aim will be to provide both value and growth to its shareholders as well as a rewarding & safe workplace for its employees.