FMC Gold considers reincorporation, secondary public offering.

CHICAGO--(BUSINESS WIRE)--May 3, 1996--FMC Gold Co. and FMC Corp. today announced that the FMC Gold board of directors authorized the filing of documents with securities regulators in the United States relating to the possible reincorporation of FMC Gold into Canada.

In addition, the board approved the filing of documents with securities regulators in Canada relating to a possible secondary public offering of FMC Corp.'s 80 percent equity interest in FMC Gold.

These filings are consistent with the previously announced and ongoing review of strategic options for FMC Gold. Those options include a possible sale of the company, a public offering of a portion or all of FMC's 80 percent equity interest in FMC Gold, as well as the sale of some or all of the company's assets.

The preliminary proxy filing outlines the possible reincorporation of FMC Gold through an existing Canadian parent company, which would be named Vulcan Gold Inc. Following such reincorporation, FMC would make a secondary public offering in Canada and Europe of substantially all of its equity interest in Vulcan Gold Inc. However, the reincorporation will not occur unless FMC is able to sell its equity interest on acceptable terms.

The reincorporation would be accomplished by a merger involving a Canadian company and FMC Gold. In exchange for each FMC Gold share, FMC Gold stockholders would receive one common share of Vulcan Gold plus a cash payment of $.02. Because the reincorporation transaction would be taxable to FMC Gold stockholders, under the terms of the merger agreement, persons who were U.S. stockholders prior to May 3, 1996, will be entitled to a compensatory payment based on an assumed 31 percent tax rate on the U.S. taxable gain they would realize in the reincorporation transaction. FMC would fund the compensatory tax payment.

FMC Gold Chairman Larry D. Brady said that the reincorporation and secondary offering are being considered because they provide greater access to Canadian capital markets and investors and may facilitate the separation of FMC Gold from FMC. ``Our ongoing review of strategic options indicates that, subject to market conditions, the reincorporation and secondary offering transactions may benefit FMC Gold's stockholders more than other alternative transactions being considered,'' said Brady. ``Current stockholders of FMC Gold would be able to preserve their existing equity interest in FMC Gold as stockholders of a new, independent public company. As an independent company, Vulcan Gold could better pursue future acquisition, exploration and development opportunities.''

The reincorporation and offering transactions would be subject to approval of a definitive merger agreement by the FMC Gold board of directors and stockholders, as well as the successful marketing of FMC's equity interest and other conditions. Subject to favorable conditions, the transactions could occur in the third quarter of this year. However, due to uncertainties regarding these conditions and the continuing strategic review process involving the sale of FMC Gold or its assets, there is no assurance that this transaction will be completed, or even formally proposed.

In the event of a reincorporation, the current FMC Gold management team, headed by Brian J. Kennedy, president and chief operating officer, would lead Vulcan Gold and a new board of directors would be selected. Vulcan Gold would have its registered office in Vancouver, British Columbia.

FMC Gold, whose principal office is in Reno, Nevada, is 80 percent owned by FMC Corp. and is engaged in precious metals exploration, development and production.

-0-

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

MEDIA CONTACT: Pat Brozowski, 312/861-6104, or Lisa Azzarello,

312/861-6921, FMC