FMC Gold approves reincorporation merger, sets stockholder meeting and record date.

CHICAGO--(BUSINESS WIRE)--June 11, 1996--FMC Gold Co. (NYSE:FGL) announced today that the FMC Gold board of directors has approved a merger agreement to effect a reincorporation of the business into Canada.

As previously announced, the reincorporation would be accomplished by a merger with an existing Canadian company, which would be named Meridian Gold Inc. Following the reincorporation, FMC Corp., the 80 percent stockholder of FMC Gold, would make a secondary public offering in Canada and Europe and a private offering in the United States of substantially all of its equity interest in Meridian Gold.

Under the terms of the merger agreement, FMC Gold stockholders would receive one common share of Meridian Gold plus a cash payment of $.02 in exchange for each share of FMC Gold. Because the incorporation would be taxable to FMC Gold stockholders, persons who were stockholders prior to May 3, 1996, will be entitled to an FMC- funded compensatory payment based on an assumed 31 percent tax rate of the taxable gain they would realize in the reincorporation transaction.

Consummation of the reincorporation merger is subject to a number of conditions, including the ability of FMC to sell its equity interest after the reincorporation on acceptable terms and the approval of FMC Gold's stockholders. FMC Gold announced today that the company set July 23, 1996, as the meeting date for a special meeting of stockholders to approve the merger and to approve a new stock option plan for the company after the reincorporation. The board of directors has set June 20, 1996, as the record date for the meeting.

If the reincorporation merger were to occur, the company would be named Meridian Gold Inc. and would have a registered office in Vancouver, British Columbia. The current FMC Gold management team, headed by Brian J. Kennedy, president and chief operating officer, would lead Meridian Gold.

Subject to the fulfillment of the conditions, FMC Gold expects the reincorporation to occur in the third quarter of this year. However, due to uncertainties regarding the conditions and the company's continuing strategic review of its options with respect to the sale of the company or its assets, there can be no assurance that the reincorporation will be completed.

FMC Gold, whose principal office is in Reno, Nev., is engaged in the exploration, development and production of gold and silver.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any Meridian Gold securities. Any such offer will be made only by means of a prospectus.

CONTACT: FMC Gold

Pat Brozowski (Media), 312/861-6104

Nicholas Kalm (Media), 312/861-6086

Susan Reichert (Investors), 312/861-6791