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 VANCOUVER, British Columbia, Aug. 2 /PRNewswire/ -- Miramar Mining Corp. (Vancouver: MAE-V) announced that it has entered into an underwriting agreement pursuant to which Sprott Securities and Yorkton Securities have agreed to purchase 11,250,000 special warrants at a price of $4 each for total proceeds of $45,000,000. Each special warrant is convertible into one common share of Miramar and one half of a warrant (together a "Unit"). One full warrant will entitle the holder to purchase for $5 an additional common share and an additional warrant prior to the date (the "Expiry Date") which is nine months from the date receipts are issued for a final prospectus of Miramar which qualifies the issue of the Units. Each additional warrant will entitle the holder to purchase for $6 a common share of Miramar for a period of six months from the Expiry Date. The proceeds of the underwriting will be held in escrow pending the closing of the indirect acquisition of the shares of Nerco Con Mine Ltd. by Miramar.
 Nerco Con Mine Ltd. owns the Con Gold Mine which is located in the city of Yellowknife, Northwest Territories, and has been in continuous production since 1938 producing more than 4.7 million ounces of gold. Production in 1992 was approximately 120,000 ounces of gold. The property on which the Con Gold Mine is located totals 16,700 acres (26 square miles), encompassing several mineralized shear zones within the Yellowknife Greenstone Belt. Independently audited proven and probable reserves as of Jan. 26, 1993 were estimated as 3.54 million tons grading 0.31 oz/ton gold, representing 1.1 million ounces of gold. Significant parts of the more than 18 miles of favorable shear on the property remain to be explored.
 Red Lion Management Ltd., a private company controlled by Walter H. Berukoff, has entered into an option agreement (the "Option") with NERCO Minerals Co. to acquire the shares of Con for approximately $25,000,000 (U.S.) The due diligence process has proceeded favorably and Red Lion Management Ltd. will exercise the Option on Aug. 15, 1993. The Option provides that after completion of the transactions contemplated by the Option, Nerco Con Mine Ltd. will have available tax losses of approximately $17,000,000. The Option also provides that Red Lion will indemnify NERCO Minerals Co. and its affiliates against environmental liabilities. Under the terms of the Option, the closing of the purchase of Nerco Con Mine Ltd. must take place within 60 days of the date of exercise of the Option.
 Red Lion intends to assign its interest in the Option to a wholly owned subsidiary of Red Lion. Red Lion has agreed in principle with Miramar that, immediately after the acquisition of Nerco Con Mine Ltd. by Red Lion's subsidiary, Red Lion will exchange the shares of the subsidiary with Miramar in exchange for Red Lion being reimbursed for its costs of acquisition and being issued up to 2,500,000 Miramar shares. The completion of such acquisition by Miramar is subject to compliance with all applicable regulatory requirements and receipt of all required regulatory approvals, including the preparation of a valuation of the shares of Nerco Con Mine Ltd., review by a special committee of the directors of Miramar and approval by the directors and shareholders of Miramar. A special committee of Miramar's directors has been formed to review the proposed acquisition.
 In addition, the issue of the special warrants and the acquisition of Nerco Con Mine Ltd. through the purchase of the shares of the Subsidiary are subject to the approval of the Vancouver Stock Exchange.
 NOTE: This is released on behalf of the board of directors -- Roberta S. Tejedor, corporate secretary, Miramar Mining Corp. The Vancouver Stock Exchange has neither approved nor disapproved of the contents hereof.
 -0- 8/2/93
 /CONTACT: Roberta S. Tejedor of Miramar Mining Corp., 604-985-2572/

CO: Miramar Mining Corp.; Nerco Con Mine Ltd. ST: IN: MNG SU: TNM

JH-SB -- SE012 -- 8619 08/02/93 20:51 EDT
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Publication:PR Newswire
Date:Aug 2, 1993

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