Fully Underwritten Rights Issue of New Shares
Glencar Mining PLC
27 January 2000
GLENCAR MINING PLC ('Glencar' or 'the Company')
Fully Underwritten Rights Issue of 30,428,056 New Ordinary Shares
of IR2.5p each at Stg16p (Eur0.263) per Share ('the Rights Issue'),
to raise approximately Stg£4.5 million for the Company.
* Glencar announces that it intends to raise approximately US$7.4 million
(Stg£4.5 million) net of expenses, by way of a Rights Issue of
30,428,056 New Ordinary Shares at Stg16p (Eur0.263) per share.
* New Ordinary Shares will be offered to existing Shareholders on the
basis of 7 New Ordinary Shares for every 15 Ordinary Shares held at the
close of business on 11 February, 2000.
* The Rights Issue has been arranged by and is fully underwritten by Davy
Corporate Finance Limited and Williams de Broe PLC.
* The new funds raised will provide additional working capital for
Glencar's goldmine at Wassa in Ghana and will facilitate further
exploration at Wassa and at Glencar's other exploration properties in
Ghana, Uganda and Ireland.
* To enable the Rights Issue to proceed, a circular with a notice
convening an Extraordinary General Meeting, is being posted to
Shareholders today.
* Glencar's subsidiary poured the first gold bar at the on-site refinery
in January 1999 and by the end of December 1999, 87,000 ounces had been
produced.
* Gold recoveries from the heap leach process were initially slower than
original feasibility study testwork had forecast but remedial steps
taken and being taken lead the Directors to believe that over time, gold
recoveries achieved at Wassa will be at, or close to, original
feasibility study levels.
* Testwork confirms that there are no metallurgical barriers to the
achievement of forecast gold recoveries.
* Approximately 185,000 ounces have been mined to the end of December,
1999 and work is ongoing to establish a new mineable reserve estimate
going forward which is expected be in the region of 715,000 ounces.
* The focus of a planned new drilling programme will be on hitherto
undrilled exploration targets with the aim of adding reserve ounces to
the mineable reserve at Wassa.
* Exploration activity on the Wassa Lease, away from the currently defined
orebody perimeter, has produced very encouraging results on the
delineation of the south-westerly extension of the mineralisation.
* Further exploration work will also be undertaken at Glencar's other gold
exploration properties in Ghana and Uganda and on its base metal
prospecting licences in Ireland at Navan and Kildare.
* Kildare drilling is due to commence before the end of February 2000.
* Through the use of hedging contracts, the average price received for
gold produced during the quarter ended 30 September, 1999 was US$312 per
ounce against an average price on the spot market for the same period of
US$259.
* The lower gold price has led to a write down of the carrying value of
Glencar's interest in the Wassa property, which will lead to lower
amortisation charges in the future.
* The Wassa Mine is performing well, with unit mining costs and processing
costs all approximately as forecast.
* Turnover for the three months to 30 September, 1999 was US$9,197,989 and
was US$9,623,871 for the first six months to 30 June, 1999.
Glencar's Managing Director, Hugh McCullough, commented 'We believe that gold
production at Wassa will soon reach levels at or close to those forecast from
testwork. The active exploration programmes proposed over the next eighteen
months and involving extensive drilling activity, both in Africa and Ireland
will involve regular market announcements and, we expect, vindication of our
belief in the merits of these projects'.
For further information please contact:
Mr Hugh McCullough
Managing Director
Glencar Mining plc Tel: 353 1 661 9974
Hugh McCutcheon
Davy Corporate Finance Ltd Tel: 353 1 679 6363
27 January, 2000
GLENCAR MINING PLC ('Glencar' or 'the Company')
Fully Underwritten Rights Issue of 30,428,056 New Ordinary Shares
of IR2.5p each at Stg16p (Eur0.263) per Share ('the Rights Issue'),
to raise approximately Stg£4.5 million for the Company.
INTRODUCTION
Glencar announces that it intends to raise approximately US$7.4 million
(Stg£4.5 million) net of expenses, by way of a Rights Issue of 30,428,056 New
Ordinary Shares at Stg16p (Eur0.263) per share which is being made on the
basis of 7 New Ordinary Shares for every 15 Ordinary Shares held at the close
of business on 11 February, 2000. The Rights Issue has been arranged by and
is fully underwritten by Davy Corporate Finance Limited and Williams de Broe
PLC.
The Directors of Glencar believe that this is an opportune time to raise
funds, the net proceeds of which will provide additional working capital for
its goldmine at Wassa in Ghana; will facilitate further exploration at both
the area covered by the Wassa Lease and at the Asheba/Kanyankaw property in
Ghana and at Glencar's other exploration properties in Uganda and Ireland and
will also help fund the capital expenditure programme which has been brought
forward and is currently being undertaken at Wassa.
To enable the Rights Issue to proceed, an increase in authorised share capital
will be required in order that the Company has sufficient authorised but
unissued share capital to issue the New Ordinary Shares. A circular
(comprising ESM Particulars) is being posted to Shareholders today together
with a notice convening an Extraordinary General Meeting, at which resolutions
with respect to inter alia, the proposed increase in the authorised share
capital will be voted on.
BACKGROUND
Glencar's primary activity is the exploration for and production of gold and
certain base metals. Its existing projects include the mining and production
of gold at Wassa in Ghana; exploration for gold in Ghana and Uganda and
exploration for lead and zinc in Ireland, each of which is discussed below.
Glencar's 59.4% subsidiary, Satellite Goldfields Limited, owns the Wassa Mine,
a major open-pit mine in the Western region of Ghana. All major facets of the
construction of the mine were completed on schedule and on budget by January,
1999. The mine is a 3 million tonne per annum open pit and heap leach
operation.
The first gold bar was poured at the on-site refinery in January 1999 and by
the end of December 1999, 87,000 ounces had been produced.
Recoveries
In its interim statement, the Company reported that gold recoveries from the
heap leach process were initially slower than original feasibility study
testwork had forecast. However, recent tests carried out on the heaps show
that there are no metallurgical barriers to the achievement of the forecast
gold recoveries. However, the resulting gold-rich solution is slower to move
through the heaps than the original testwork suggested.
The slower recoveries to date have been partially caused by short-term
technical factors, which are related to start-up issues and site topography.
The ore mined during the first year is higher in clay content than the ore to
be mined in subsequent years. It is believed that this higher clay content
has contributed to the slower movement of solution through the heaps. Because
the Phase 1 heap leach area is located partially in a shallow depression, the
stacking sequence necessitated building one heap on top of another before
significant lateral extension could be achieved. Moreover, mining in the
first eight months of 1999 was carried out at the rate of approximately
285,000 tonnes of ore per month rather than the originally designed 250,000
tonnes per month, leading to further pressure on pad space and the need to
stack heaps one on another.
This in turn restricted the surface area available for spraying and prevented
the implementation of a full primary and secondary heap leaching cycle which
is an essential part of achieving target recoveries and of maximising the
grade of gold in the solution returning to the Adsorption Desorption Plant
('the ADR plant').
The Phase 2 heap leach area is currently under construction and is expected to
be completed by the end of March 2000. The Directors believe that use of the
Phase 2 heap leach area will considerably enhance the ability to segregate and
collect higher grade solutions in the heaps and so to improve solution grade
to the ADR plant and to increase gold production. In addition, the
availability of a wide surface area is expected to allow a full primary and
secondary leaching cycle to be carried out which should in turn improve
production. The use of a full primary and secondary leaching cycle, followed
by a rinsing cycle, should enable all the gold leached from the heaps to move
towards the ADR plant, thereby completing the recovery process. Consequently,
it is expected that, over time, gold recoveries achieved at Wassa will be at,
or close to, original feasibility study levels.
Reserves and Production
A new block model of the ore body has been recently constructed based on all
available drilling data to date and incorporating the extensive detailed
information on the style and distribution of the mineralisation gained from
the first 15 months of mining operations at Wassa during which time more than
11 million tonnes of rock have been mined. Management is currently in the
final stages of designing a new pit and calculating a new mineable reserve
based on the new block model. While at the time of writing the new mineable
reserve figures are not available, it is anticipated that the new mineable
reserve estimate going forward will be in the region of 715,000 ounces.
Approximately 185,000 ounces have been mined to the end of December, 1999.
Pit delineation drilling, carried out over the last 6/9 months was focussed
largely on in-pit and pit perimeter target areas where additional definition
of ore occurrences was required for pit optimisation. While this programme did
not lead to an overall increase in reserve ounces, it did allow more accurate
definition of existing ore at much higher confidence levels than was the case
in the original feasibility study. This greater definition together with our
experience gained in selective mining will enable us to complete a final pit
design and mining schedule which should show better overall economic
characteristics than was possible using the original block model due to our
ability to mine fewer tonnes of ore but at a higher grade than originally
forecast thus reducing processing costs.
Upon completion of the new pit design, it is intended that drilling will be
commenced on the exploration targets including those to the west and southwest
of the existing mine. The focus of this new programme will be the addition of
reserve ounces to the mineable reserve at Wassa.
Exploration - Wassa and Asheba/Kanyankaw
Wassa
Exploration activity on the Wassa Lease, away from the currently defined
orebody perimeter, has focussed on the delineation of the south-westerly
extension of the mineralisation with very encouraging results. Soil
geochemistry coverage has been extended to the southern and western concession
boundaries and has yielded a strong continuous anomaly, which stretches
unbroken for 8 kilometres from the surface expression of the current pit to
the southern concession boundary just north of the old Arkah Bosso mine
workings. A second parallel anomaly has been delineated stretching from
approximately 1.5km west of the Wassa Mine and north of the old Bawdia Bosso
mine workings, to the south-west corner of the lease where gold values of up
to 25ppm occur in soil geochemistry samples around old workings near
Ahweateso. Both anomalies display a strong correlation with a well defined
aeromagnetics anomaly which runs north-east to south-west and which is also
reflected by a series of coincident strong satellite imagery lineaments. A
trenching programme is currently being undertaken on these anomalies along
strike from existing pits. Results to date have confirmed high grade
mineralisation up to 2,000 metres southwestwards along strike of the Main 1
pit. Trench NR1, approximately 1,000 metres south-west of the Main 1 pit,
returned assays including an intersection of 22m at 2.1 g/t including 3m at
10.33 g/t. It is intended that targets will be drilled on completion of the
delineation work over the coming months.
Work is also progressing on geochemical surveys on the Wassa Licence north of
the Wassa Lease.
Asheba/Kanyankaw
The Asheba/Kanyankaw licence is owned jointly by Glencar and Moydow Mines
International Inc ('Moydow'). The licence area lies in the south west of
Ghana, in a very favourable geological setting just 20 kilometres south of the
centre of the Tarkwa goldfields, which have seen past production of more than
10 million ounces of gold and which host currently delineated reserves in
excess of 25 million ounces of gold, most of which is contained in two major
mines at Tarkwa and Teberebie. The licence incorporates a number of colonial
era mine workings including the old Asheba and Kanyankaw mines which were
significant producing mines during the period between 1900 and 1930. Both
mines were the site of extensive underground development.
At the old Bankurayo mine towards the north west of the concession the main
shaft was 105m deep and a number of levels were developed at depths of up to
100m. Limited drilling on the property to date has focused on the high grade
vein systems at these two prospects. 46 reverse circulation boreholes and 12
diamond boreholes have been drilled to date for a total meterage of
approximately 7,000 metres. Best mineralised intersections are 12 metres at
11.59g/t at Kanyankaw in borehole RC17 and 61m metres at 2.2g/t in 3 combined
intersections at Asheba within a vertical depth of 91m in borehole RC37.
Recent exploration work on the property has yielded encouraging results, with
soil geochemistry and mapping suggesting that the mineralisation is more
extensive than was previously recognised.
Glencar has concluded an agreement with Moydow on the subdivision of the
original licence, which has been renewed recently. The agreement provides that
the licence be subdivided into two approximately equal parts, one enclosing
the Asheba target and the other enclosing the Kanyankaw target. Application
has been made to the Ghanaian authorities to have the licence divided into
these two parts. Glencar has selected the Asheba target as our preferred
licence and subject to the necessary approvals, the Asheba licence will be
held by Antubia, Glencar's wholly owned, Ghanaian subsidiary.
The agreement provides that each of Antubia and Moydow will have the option to
buy back for up to a five year period into a minority interest in the other's
licence, at predetermined prices (up to a maximum of US$2,500,000), which are
based on the extent of drilling incurred by that licence holder at the time of
exercise of the option. The agreement between Glencar and Moydow aims to
ensure that there will be simultaneous, aggressive exploration programmes
carried out on the respective licences over the coming months and due to the
option to buy into the other's licence, success on either programme can
benefit Glencar.
OTHER EXPLORATION
Uganda
Substantial progress has been made in the past year on the south east Uganda
licences. Second phase surveys have been completed by Glencar over the targets
identified by an extensive reconnaissance survey over a 400 square kilometre
area. The current geochemistry, geophysics and trenching work programme aims
at defining drilling targets for a drilling programme in 2000. Priority is
being given to the Buinja licence, SEPL 4332, where geochemistry has
delineated a number of targets with gold soil values up to 1,800 ppb.
Meath
Glencar holds Prospecting Licence 1496 in County Meath, Ireland, immediately
to the north-west of the Navan orebody. Two deep boreholes have recently been
completed in the Navan property totalling 1,044 metres of drilling. Zinc
mineralisation was encountered in both holes, although it did not reach ore
grade. However, one of the holes encountered a major reverse fault structure
identification of which presents a new target for the delineation of
additional structurally controlled ore occurrences.
Kildare
The Kildare project consists of 3 Prospecting Licence areas in Co. Kildare. A
shallow diamond coring programme was completed over this zone with a total of
870 metres drilled in 17 boreholes near the western boundary of one of the
licences in June, 1999. The purpose of the programme was to elucidate the
geological structure in the anomalous area to direct a deeper drilling
programme, planned for early 2000, which will test for ore development.
A resistivity geophysics survey is also currently being undertaken on this
target area to further define the local structure. The Directors of Glencar
are encouraged with the progress to date on the Kildare project and look
forward to the drilling programme early this year.
CURRENT TRADING AND PROSPECTS
The Wassa Mine is performing well in all respects save for the slower recovery
of gold from the heap leach operation. Unit mining costs (including necessary
drilling and blasting) and processing costs are all approximately as forecast.
Overall mining costs during 1999 were higher than forecast due to the higher
stripping ratio in the first half of the year. The mine itself was built on
time and on its original capital budget of US$42.5 million.
Notwithstanding the lower than anticipated speed of gold recovery to date,
gold production for the year 1999 was 87,000 ounces.
The slower recoveries, detailed above, together with the lower gold price
currently prevailing, has prevented the project from achieving Economic
Completion by the originally appointed date of September 30, 1999. The
lending banks have consented to the extension of the time for achievement of
Economic Completion to March 31, 2001 and the Directors believe that Economic
Completion will be achieved by that date. The Directors believe that the
early implementation of the Phase 2 heap leach area, by providing greater
flexibility in heap stacking and leaching, and greater control of leach
solutions, will improve recoveries to the originally forecast levels.
Glencar, as guarantor of the senior finance for the mine, intends to provide
an additional working capital fund of up to US$5.5 million. These funds will
be advanced by Glencar to Satellite Goldfields Limited as a loan, subordinated
to the senior finance and other existing subordinated indebtedness.
During the quarter ended 30 September, 1999 approximately 900,000 tonnes of
ore was mined at an average gold grade of 1.89 g/t. The mine produced 29,475
ounces of gold during the period at a Cash Operating Cost per ounce of US$183
which brings total production to 30 September, 1999 to 59,510 ounces at an
average Cash Operating Cost per ounce of US$186. The average price received
for gold produced during the quarter ended 30 September, 1999 was US$312 per
ounce against an average price on the spot market for the same period of
US$259. This price was achieved by rolling back sufficient forward contracts
to cover all current production other than gold loan repayments, rather than
selling at the lower prices prevailing in the spot market. Turnover for the
three months to 30 September, 1999 was US$9,197,989 compared to US$9,623,871
for the first six months to 30 June, 1999.
Cash Operating Cost per ounce is calculated taking account of all mining,
processing and maintenance costs, together with an appropriate allocation of
administration costs. In determining the cost per ounce, the total cash
operating costs are apportioned over the total number of ounces of gold
produced and sold, together with those ounces of gold, not yet recovered, but
expected to be recovered from the ore which has been mined and stacked during
the period.
Satellite Goldfields Limited has made its first capital repayment to the
senior lenders of 6,587 ounces of gold (equivalent to approximately US$2
million) on schedule on 30 September, 1999. The next capital repayment to the
senior lenders of 6,587 ounces (equivalent approximately to US$2 million)
which was originally due to be paid on 12 January, 2000, has been deferred by
consent to 29 February, 2000.
On 27 January, 2000, the Company reached agreement with the senior lenders to
restructure the senior finance. This restructuring extends the term of the
finance by one year to four years and will have the effect of increasing from
12 to 16 the number of equal quarterly repayments to be made from 31 March,
2000. Further details concerning the restructuring are contained in the
circular being posted to Shareholders today.
In the Interim Statement dated 6 September, 1999 the Company indicated that it
would review the carrying value of the Company's interest in the Wassa Mine,
taking into account the then price of gold and the level of reserves.
The fair value of Glencar's interest in Wassa Holdings Limited was calculated
in 1996 at US$65m based on reserves of approximately 850,000 ounces and a gold
price of US$385 per ounce. Since that date approximately US$50m has been spent
on developing the Wassa Mine, thereby increasing the carrying value to
US$115m.
The price of gold remains depressed and was most recently trading between
US$280 and US$290 per ounce. As a result of the significant decrease in the
price of gold, which does not show signs of medium term recovery to 1996
levels and the anticipated new Mineral Reserve estimate of 715,000 ounces
(excluding the 185,000 ounces already mined), the Directors of Glencar now
consider it prudent to write down the carrying value of the Wassa Mine at 31
December, 1999. The amount of the write down will be approximately US$57m.
This write down will better reflect the value of the Wassa Mine in the books
of Glencar based on the current price of gold. It will also lead to a reduced
amortisation charge in the profit and loss account of Glencar in this and
future years.
DETAILS OF THE RIGHTS ISSUE
The New Ordinary Shares will be offered to Qualifying Shareholders (that is
all holders of Ordinary Shares other than certain overseas shareholders) in
the following proportion:
7 New Ordinary Shares for every 15 Ordinary Shares
held by Qualifying Shareholders on the register at 11 February, 2000, the
Record Date and so on in proportion for any greater number of Ordinary Shares
held, except that fractions of New Ordinary Shares will not be allotted.
Fractional entitlements which would otherwise arise will not be allotted to
Qualifying Shareholders but will be aggregated, and the resulting New Ordinary
Shares will be sold in the market, nil paid, for the benefit of the Company.
The New Ordinary Shares will be in registered form and will, when issued and
fully paid, rank pari passu in all respects with the Ordinary Shares,
including the right to receive all dividends and other distributions
thereafter declared, paid or made. Further details of the Rights Issue, and
the terms under which it is being made, including the procedure for acceptance
and payment, are set out in the Circular being posted to Shareholders today.
USE OF PROCEEDS
The net proceeds raised from the Rights Issue will amount to approximately
US$7.4 million (Stg£4.5 million) and will be applied both to strengthen
Glencar's working capital position and to engage in further exploration
activity as set out below:
US$
million
Wassa working capital 5.50
Wassa exploration 0.75
Asheba/Kanyankaw exploration 0.75
Uganda exploration 0.15
Kildare exploration 0.25
------
7.40
The following is a summary of these major expenditure areas. The exploration
programmes are expected to be carried out over the next eighteen months.
Wassa
As outlined above under Current Trading and Prospects, it is intended that
US$5.5 million from the current issue will be set aside as additional working
capital for Wassa.
A further US$750,000 will be spent on exploration on the Wassa Lease, mainly
on diamond and reverse circulation drilling. The targets to be drilled are
those in the southwest and west of the lease area which have been delineated
by surface geochemistry and trenching.
Asheba/Kanyankaw
Diamond and reverse circulation drilling will be carried out on the
Asheba/Kanyankaw licence, once permission is granted by the Minerals
Commission to subdivide the existing licence into two parts. Glencar intends
to carry out approximately US$750,000 of drilling and geological studies on
the Asheba portion of the subdivided licence.
Uganda
Further geochemical and geophysical studies will be completed on our Ugandan
licences before commencing a drilling programme during 2000. Further
exploration on these licences is projected to cost approximately US$150,000.
Kildare
It is intended to commence a drilling programme on our Kildare licences in the
first quarter of 2000. Significant zinc/lead targets have been defined by
previous exploration and expenditures of up to US$250,000 are planned for
these licences over the coming eighteen months.
Glencar's Managing Director, Hugh McCullough, commented 'We believe that gold
production at Wassa will soon reach levels at or close to those forecast from
testwork. The active exploration programmes proposed over the next eighteen
months and involving extensive drilling activity, both in Africa and Ireland
will involve regular market announcements and, we expect, vindication of our
belief in the merits of these projects'.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Rights Issue 11 February, 2000
Latest time and date for receipt of completed
Forms of Proxy 12.00 noon 16 February, 2000
Time and date of Extraordinary General
Meeting 12.00 noon 18 February, 2000
Provisional Allotment Letters despatched 18 February, 2000
Dealings expected to commence in the New Ordinary
Shares, nil paid and Ordinary Shares marked ex-rights 21 February, 2000
Latest time and date for splitting,
nil paid 3.00 p.m. 8 March, 2000
Latest time and date for acceptance and
payment in full 3.00 p.m. 10 March, 2000
Latest time and date for splitting, fully paid 3.00 p.m. 29 March, 2000
Latest time and date for registration of
Renunciation 3.00 p.m. 31 March, 2000
Definitive Share Certificates for New Ordinary
Shares to be despatched not later than* 10 April, 2000
* (except where the Ordinary Shares are held in a CREST account,
in which case, the New Ordinary Shares subscribed for will be credited
to such CREST accounts)
For further information please contact:
Mr Hugh McCullough
Managing Director
Glencar Mining plc Tel: 353 1 661 9974
Hugh McCutcheon
Davy Corporate Finance Ltd Tel: 353 1 679 6363