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Central Asia Goldfields Corporation - Business Combination of World Wide Minerals and Kazakstan Goldfields.


TORONTO--(BUSINESS WIRE)--Dec. 2, 1996--Central Asia Goldfie (ME:CGZ.) WORLD WIDE MINERALS (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:WWS WWS Woodrow Wilson School of Public and International Affairs (Princeton University)
WWS Wow Web Stats (World of Warcraft game)
WWS WarenWirtschaftsSystem (German) 
.) KAZAKSTAN GOLDFIELDS n. 1. A small slender woolly annual (Lasthenia chrysostoma) with very narrow opposite leaves and branches bearing solitary golden-yellow flower heads; it grows from Southwestern Oregon to Baja California and Arizona; - it is often cultivated. (CANADIAN DEALING NETWORK Canadian Dealing Network (CDN)

The organized OTC market of Canada. Formerly known as the Canadian Over-the-Counter Automated Trading System (COATS), the CDN became a subsidiary of the Toronto Stock Exchange in 1991.
:KGFC.) World Wide Minerals Ltd., Kazakstan Goldfields Corporation and Central Asia Goldfields Corporation jointly announced today the proposed business combination of World Wide and Kazakstan Goldfields. The successor company would be called "World Wide Minerals Ltd." and would continue to trade on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
.

World Wide has agreed to acquire from Central Asia Goldfields the 7,024,000 common shares (21.9 percent) held by that company in Kazakstan Goldfields for 6,672,800 World Wide common shares (a ratio of 0.95 World Wide common shares for each one Kazakstan Goldfields common share). The business combination would be effected on the same basis, so that each shareholder of World Wide would continue to hold one common share of World Wide for each share held currently, and each shareholder of Kazakstan Goldfields would receive 0.95 of a World Wide common share for each one Kazakstan Goldfields common share held. Equivalent adjustments would be made to outstanding warrants and options to purchase Kazakstan Goldfields common shares. In a related transaction, World Wide has agreed to purchase from Central Asia Goldfields its 25 percent carried interest in Gold Pool, of which Kazakstan Goldfields owns 75 percent, for 4,750,000 World Wide common shares. Gold Pool is the operating arm of Kazakstan Goldfields.

World Wide currently has 51.1 million common shares outstanding and Kazakstan Goldfields has 32.1 million common shares outstanding. The transactions would see an additional 35.2 million common shares issued by World Wide which would increase the total outstanding common shares to 86.3 million. When and if outstanding warrants and options to purchase additional shares are exercised, this would increase to 117.6 million common shares and World Wide would have received an additional $47 million of cash proceeds.

As part of this transaction, World Wide has agreed to make available to Kazakstan Goldfields up to US$5,000,000 by way of short term bridge financing Bridge Financing

A method of financing, used by companies before their IPO, to obtain necessary cash for the maintenance of operations.

Notes:
These funds are usually supplied by the investment bank underwriting the new issue.
 for Gold Pool. The financing would be guaranteed by Central Asia Goldfields, secured on its investment in Kazakstan Goldfields and Gold Pool and be convertible into Kazakstan Goldfields treasury shares on the basis of $1.25 per share. Both World Wide and Kazakstan Goldfields are also negotiating production-related financing with third party lenders for their respective operations.

World Wide is engaged in uranium mining Uranium mining is the process of extraction of uranium ore from the ground. As uranium ore is mostly present at relatively low concentrations, most uranium mining is very volume-intensive, and thus tends to be undertaken as open-pit mining. , processing and marketing from the Kazakstan operations of its 95 percent subsidiary, KazUran Corporation, and in gold exploration in China and the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The uranium operations historically have produced up to 4.7 million lb of U308 per year. World Wide has recently embarked on the redevelopment and restructuring of these operations in Kazakstan with the objective of restoring them to their former output level and to expand operations to exploit the growing gap between global demand and supply of uranium for electric power generation. Estimated reserves are 75,000,000 tonnes, with an average grade of 0.12 percent uranium. A geological and mining plan is being developed to revise the mineable reserves to at least 10,000,000 tonnes at a mining grade of 0.35 percent to 0.40 percent uranium.

Kazakstan Goldfields is engaged in reactivating three producing gold mines in Kazakstan. Total proven and probable reserves are 8,500,00 tonnes, with an average grade of 5.8 grams per tonne containing a recoverable and diluted reserve of 1,580,000 ounces of gold. In addition, possible reserves within the area of the three mines are estimated at 3,672,000 tonnes at an average grade of 12.6 grams per tonne containing an undiluted resource of an additional 1,500,000 ounces of gold. The 1997 gold production from the three mines is estimated at 150,000 ounces, with plans to increase this to 250,000 ounces in 1998 at cash operating costs operating costs nplgastos mpl operacionales  below US$250 per ounce, including smelting smelting, in metallurgy, any process of melting or fusion, especially to extract a metal from its ore. Smelting processes vary in detail depending on the nature of the ore and the metal involved, but they are typified in the use of the blast furnace.  and refining. Gold Pool also holds two licences to explore a total of 13,500 sq km (3 million acres) in Kazakstan, including the westerly Westerly, town (1990 pop. 21,605), Washington co., extreme SW R.I., between the Pawcatuck River and Block Island Sound; inc. 1669. Its textile industry dates from 1814, and granite has been quarried there since c.1850.  extension of the structure which hosts the 7 million ounce Vasilkovskoye gold deposit which World Wide has tendered to develop.

The strategy underlying the proposed business combination is to establish a well-financed critical mass in Kazakstan so as to maximize the opportunities presented to both World Wide and Kazakstan Goldfields. Both companies have a strong base and the business combination will make them the largest foreign metals mining company operating in that country. The gold mines are all situate sit·u·ate  
tr.v. sit·u·at·ed, sit·u·at·ing, sit·u·ates
1. To place in a certain spot or position; locate.

2. To place under particular circumstances or in a given condition.

adj.
 in the vicinity of Stepnogorsk, as are the uranium operations. Economies of scale and efficiencies in sourcing supplies and services will benefit the combined operations For the department of the British War Office during World War II, see .
In the military, combined operations are operations conducted by forces of two or more allied nations acting together for the accomplishment of a single mission. See also
  • Joint warfare
. World Wide operates a thermal power station A thermal power station comprises all of the equipment and systems required to produce electricity by using a steam generating boiler fired with fossil fuels or biofuels to drive an electrical generator.  which has surplus capacity to service the gold mining operations and a gold refinery capable of processing Kazakstan Goldfields' production output. Administrative personnel will be shared and common sources of capital funding will be utiized.

The proposed business combination and related transactions have been approved by the respective boards of directors of all three companies and are subject to requisite regulatory approval. It is proposed to submit the transactions to a meeting of shareholders and to be effective by the end of February, 1997.

CONTACT: Central Asia Goldfields Corporation

John A. Hansuld, 416/867-2936

or

World Wide Minerals Ltd.

James G. Wade, 416/369-6080

or

Kazakstan Goldfields Corporation

Charles G. Pitcher, 416/867-2936
COPYRIGHT 1996 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1996, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 2, 1996
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