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Gold/Mining/Energy : Winspear Resources -- Ignore unavailable to you. Want to Upgrade?

To: teevee who wrote (16866)	3/25/1999 11:44:00 PM
From: marcos	Read Replies (1) \| Respond to of 26850

FORM 27 SECURITIES ACT MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA) (THE "ACT") 1. Reporting Issuer The full name and address of the principal office in Canada of the Company is: Winspear Resources Ltd. (the "Company" or "Winspear") P.O. Box 11584 1410-650 West Georgia Street Vancouver, B.C. V6B 4N8 2. Date of Material Change March 12, 1999 3. Press Release: The date and place of issuance of the press release(s) is/are as follows: Date of Issuance: March 12, 1999 Place of Issuance: Vancouver, British Columbia 4. Summary of Material Change The Company intends to undertake a corporate re-structuring by way of a Plan of Arrangement under the Company Act (British Columbia), subject to acceptance by the applicable regulatory authorities and, in addition, subject to approval by the shareholders of the Company at an Annual and Extraordinary General Meeting scheduled to be held on April 29, 1999. 5. Full Description of Material Change The Board of Directors of Winspear proposes a restructuring of the Company that would have the effect of transferring all of Winspear's less developed properties to a separate corporation ("NewCo"). The Company's interest in its most advanced property, the Camsell Lake Property, will remain in Winspear. The Board of Directors of Winspear has determined that such a restructuring will increase shareholder value by enabling each company to focus on its own business plan, and by allowing the shareholders to hold a security which reflects the value of Winspear's portfolio of exploration properties. On completion of the Plan of Arrangement, each holder of shares of Winspear will, for each share of Winspear presently held, hold one share of "New Winspear" which will continue to hold the Camsell Lake Property and which will retain the name "Winspear Resources Ltd.", and 0.125 of a share of NewCo, which will hold all of the current Winspear's exploration properties and adequate working capital. The record date for the purpose of determining the holders of Winspear shares who will be entitled to receive such shares is the business day preceding the date that the Plan of Arrangment is recorded with the Registrar of Companies (the "Effective Date"). The Vancouver Stock Exchange will continue to list the shares of "New Winspear" and will list the shares of NewCo. The Arrangement is contingent upon, among other things, the receipt of the approval of the Shareholders of Winspear by special resolution and the receipt of the approval of the Supreme Court of British Columbia. The steps to effect the Arrangement will occur on the Effective Date without any action by the holders of Winspear Common Shares being required. These steps, which are necessary in order to enable Winspear to effect generally the Arrangement on a tax-deferred basis to holders of Winspear Common Shares resident in Canada who hold their shares as capital property are, in substantially the sequence they will occur, as follows: (i) The Memorandum of Winspear will be amended to authorize Winspear to issue 650,000,000 shares divided into 100,000,000 Common Shares without par value, 500,000,000 Class "A" Common Shares without par value and 50,000,000 Preferred Shares without par value. (ii) The articles of Winspear will be amended by creating New Winspear Series A Preferred Shares. (iii) Each issued and outstanding Winspear Common Share (other than any such shares in respect of which the holder has exercised the Dissent Rights) shall be exchanged for one New Winspear Common Share and one New Winspear Preferred Share. (iv) The Winspear Common Shares exchanged for New Winspear Common Shares and New Winspear Preferred Shares pursuant to section (iii) shall be cancelled. (v) Each (former) Winspear Common Shareholder will sell and transfer all of his, her or its New Winspear Preferred Shares to NewCo for consideration consisting of solely of 0.125 NewCo Common Shares for each New Winspear Preferred Share so transferred. (vi) Winspear will transfer the NewCo Assets (the exploration properties plus cash) to NewCo in consideration for NewCo: A. assuming all the NewCo Liabilities; B. issuing to Winspear that number of NewCo Preferred Shares having an aggregate redemption and retraction price and fair market value equal to the net fair market value of the NewCo Assets at the time of the transfer. (vii) Immediately following the transfer of the NewCo Assets referred to in section (vi) above, NewCo will redeem for cancellation all of the NewCo Preferred Shares issued to Winspear in connection with such transfer for an amount equal to the aggregate redemption price of such NewCo Preferred Shares and as consideration therefor will issue to Winspear the NewCo Note in the principal amount equal to such redemption price, in full and absolute payment, satisfaction and discharge for such redemption price. (viii) Winspear will redeem for cancellation all of the New Winspear Preferred Shares transferred to NewCo under section (vi) above for an amount equal to the aggregate redemption price of such New Winspear Preferred Shares, and as consideration therefor will issue to NewCo the Winspear (NewCo) Note in the principal amount equal to such redemption price in full and absolute payment, satisfaction and discharge of such New Winspear Series A Redemption Amount. (ix) Winspear will pay the principal amount of the Winspear (NewCo) Note by transferring to NewCo the NewCo Note which will be accepted by NewCo in full payment, satisfaction and discharge of Winspear's obligation under the Winspear (NewCo) Note and simultaneously NewCo will pay the principal amount of the NewCo Note by transferring to Winspear the Winspear (NewCo) Note which will be accepted by Winspear in full and absolute payment, satisfaction and discharge of NewCo's obligation under the NewCo Note. The NewCo Note and the Winspear (NewCo) Note will both thereupon be cancelled. (x) The Memorandum of Winspear will be altered by cancelling the New Winspear Preferred Shares and the Common Shares from the share capital which Winspear is authorized to issue and to rename the New Winspear Common Shares as Common Shares. (xi) Such Altered Memorandum shall be filed with the Registrar. 6. Reliance on Section 85(2) of the Act Not applicable. 7. Omitted Information No significant facts remain confidential and no information has been omitted in this report. 8. Senior Officer The name and business telephone number of a senior officer of the Company who is knowledgeable about the material change is as follows: Name: Graham H. Scott, Secretary Bus. Tel: (604) 683-1102 9. Statement of Senior Officer The foregoing accurately discloses the material change referred to herein. Dated at Vancouver, British Columbia, this 15th day of March, 1999. "Graham H. Scott" Graham H. Scott, Secretary >>>>>>>>>>>>>>>>snip<<<<<<<<<<<< The above is a cut and paste from the 16k 'Material Change' sedar doc filed 16/03/99 - sedar.com Doesn't tell us much eh ... teevee, i don't know what to think ... except i think i'll have another beer. Doesn't matter much to me, the only question is whether i end up with odd lots of Diamondex or not ... I can't see how the Registrar of Companies can approve it before the meeting, but it could be possible that he could approve it retroactively .... cheers ..... macros

To: teevee who wrote (16866)	3/26/1999 12:56:00 AM
From: .Trev	Respond to of 26850

From memory Teevee they usually allow a couple of days because it takes the lawyers that long even when they think they know what they're doing. After approval by the shareholders it has to go to the VSE, The Court and the Registrar so all the ducks have to be in a row. and going back a few months you know what they say about ducks. Cheers, still time to buy IMO and another reason for the increase in volume.in fact this may be the main reason.