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Gold/Mining/Energy : Medinah Mining Inc. (MDHM) -- Ignore unavailable to you. Want to Upgrade?

To: Handshake™ who wrote (9611)	3/2/1999 2:48:00 PM
From: OFW	Read Replies (1) \| Respond to of 25548

News of Interest from Dayton: Toronto, Ontario, Mar. 02, 1999 (Market News Publishing via COMTEX) -- Dayton Mining Corporation ("Dayton" or the "Company") announces a proposal to fundamentally reorganize its capital structure (the "Transaction") with the objective of enhancing the value of the Company. Capital Reorganization Dayton proposes the conversion (the "Conversion") of all US$69,000,000 principal amount of its outstanding convertible unsecured subordinated debentures due April 1, 2002 (the "Debentures") into common shares in the capital of the Company (the "Shares"). The Debentures will be converted at a rate of 4,500 pre-Consolidation Shares for each US$1,000 principal amount of Debentures or a conversion price, (the "New Conversion Price"), of US$0.2222 per pre-Consolidation Share. The Company also proposes that, if the Conversion is approved, it will consolidate its Shares prior to the issuance of the Shares under the Conversion on the basis of one new Share (the "New Shares") for each ten pre-Consolidation Shares held (the "Consolidation"). Following the completion of the Conversion, Dayton will have approximately 35 million shares outstanding, bank debt of US$5 million and a cash balance of approximately US$5 million. If approved the Transaction will be treated under Canadian accounting as a financial reorganization resulting in the comprehensive revaluation of the assets and liabilities of Dayton or "fresh start" accounting. Under these rules, the liability related to the convertible debentures will be eliminated, the Company's deficit will be eliminated, and all assets and liabilities will be revalued to their estimated fair values. Nesbitt Burns Inc. ("Nesbitt Burns") has acted as financial advisor to the Company in connection with the Conversion. In the opinion of Nesbitt Burns, as at the date of its written opinion and based upon the assumptions made, matters considered and other limitations set forth in its written opinion, the Conversion is fair from a financial point of view to the Debentureholders and the Shareholders. Approvals Required The Arrangement to permit the Conversion must be approved by an extraordinary resolution of debentureholders passed by not less than 3/4 of the principal amount of the Debentures voted on such resolution. The Company anticipates that a meeting of debentureholders will be held on March 31, 1999. While not required by the Arrangement, the Company will seek approval of Dayton's shareholders for the issuance of the Shares upon the Conversion. The approval will be by an ordinary resolution of the Shareholders which requires a simple majority of the votes cast on such resolution. The Company anticipates that a meeting of shareholders will be held on March 31, 1999. The Consolidation must be approved by an extraordinary resolution of Shareholders which requires approval by a majority of not less than 3/4 of the votes cast on such resolution. The Conversion and the Consolidation are also subject to receipt of all required regulatory approvals including the approval of The Toronto Stock Exchange and the American Stock Exchange. Dayton's Chairman, President, & C.E.O., Bill Myckatyn states: "This reorganization of the capital structure of Dayton is the final and most critical step in a re-building process that was started over eight months ago. The first order of priority was obviously to get the Andacollo Gold Mine functioning better than it has in the past and as well as it can in the future. As a result of the efforts of our new management team at Andacollo, the mine is now finally meeting targets and for the first time ever generating cashflow for the Company. The terms of our project loan have been stabilized and we do not expect that to be an issue going forward. When the Conversion and Consolidation are completed and our stock price stabilizes we will finally be in a position to take advantage of some of the unique opportunities that are available in this gold market. " Dayton Mining Corporation holds a 100% interest in the Andacollo Gold Mine located in central Chile, and trades on both the American Stock Exchange (AMEX) and Toronto Stock Exchange (TSE) under the trading symbol DAY. Notice: The Company relies on litigation protection for "forward looking" statements. -0- TEL: (604) 662-8383 Diane Thomas, Vice President, Investor Relations TEL: (604) 662-8383 Diane Thomas, Vice President, Investor Relation Internet: www.dayton-mining.com