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Wednesday 24 June, 2009

Glencar Mining plc

Update re AGM





           Glencar Mining plc ("Glencar" or the "Company")

                            Update re AGM

                            24 June 2009

Gold Fields

In Autumn 2008 Glencar began a comprehensive review of the funding
options available to continue exploration activity at Komana, its
most advanced project. The funding review involved discussions with
certain of Glencar's large institutional shareholders over a period
of approximately six months.  Glencar also had discussions with
institutional investors not currently shareholders in Glencar.
Glencar received feedback from certain institutional shareholders,
including Macquarie Bank Limited ("Macquarie Bank") that, in light of
the prevailing economic climate at that time, they would either not
fund the Company further or if they did so it would be at a
significant discount to the then share price.

As a result of the feedback from institutional shareholders Glencar
explored other strategic options for the Company with a wide range of
parties including farm-in deals for the Komana project with several
major mining groups and merger proposals with certain other
exploration companies who held similar or complimentary assets.

Following discussions with these parties the Board of Glencar
believed that the deal offered by Gold Fields was the most attractive
deal for shareholders. As a result negotiations with Gold Fields
proceeded until a letter of intent was completed and announced on 25
March 2009.  The Gold Fields Letter of Intent, further details of
which are in the announcement of 25 March 2009, involved:

(i)                   an initial placing of Stg£1.2 million completed
on 7 April 2009 at a price of 4.55p, a premium to the market price at
the time of announcement;

(ii)                 a second placing of Stg£0.95 million at a price
of 4.55p , conditional on shareholder approval of the dissaplication
of pre-emption rights at a general meeting, scheduled for 29 June
2009;

(iii)                negotiation of a Joint Venture agreement in
relation to Glencar's Komana licence involving
exploration/feasibility study expenditures of up to $32 million in
return for an interest of up to 65% in the Komana licence; and

(iv)               an annual exploration option fee of $1.25 million
payable to Glencar over four years, totalling US$5 million.

The board of Glencar believes that the Gold Fields deal is the most
attractive for shareholders as it:

(i)                   keeps significant upside in the Komana  project
for Glencar shareholders, having ensured that a substantial amount of
the funding required to develop the Komana project was available from
Gold Fields;

(ii)                 ensures the continuity of Glencar's  exploration
work at Solona  and other  potential licence  areas for  a period  of
several years from the placing money and the option fee; and

(iii)                eliminates  the funding  uncertainty  associated
with advancing  the Komana  project and   the continuing  exploration
programmes.

No other proposal received by Glencar provided sufficient funding  to
properly develop the Komana project.

AGM

Glencar is aware that  Macquarie Bank, who own  6.9% of the  Company,
and Loeb Aron  & Company  Limited, on Macquarie  Bank's behalf,  have
been soliciting shareholders to commit their proxies for the upcoming
AGM  to  Macquarie  Bank.   The   board  of  Glencar  believes   that
shareholders have been  solicited to give  their proxies without  the
benefit  of  all  relevant   information.    Accordingly  the   board
recommends that  shareholders  take  no action  in  relation  to  the
solicitation of  proxies by  Macquarie Bank,  and in  the event  that
proxies have already been committed to Macquarie Bank, to revoke such
commitment by letter in writing to Macquarie Bank and Glencar.

The board  of  Glencar  now  confirms that  it  intends  to  put  the
outstanding elements  of  the Golds  Fields  deal, being  the  second
tranche of the placing, the completion of the joint venture agreement
and the  completion  of  the option  agreement,  to  shareholders  of
Glencar for approval.  This cannot occur until the outstanding  legal
agreements have  been finalised.  In addition  the board  of  Glencar
confirms that it will, as it has always done, continue to revisit all
other funding  options  and  proposals  available,  including  equity
funding  and   any   merger   proposals,   before   determining   the
appropriateness or otherwise of completing the Gold Fields deal.

The board of Glencar is aware that Macquarie Bank, in its capacity as
a shareholder in Glencar, has not  been in favour of the Gold  Fields
transaction since it was announced on 25 March 2009.

Glencar has received notice from Macquarie Bank that they will oppose
the re-election of Mr Sean Finlay  and Mr Kieran Harrington and  have
formally proposed Dr Michael  Allen Price and  Dr Anthony Harwood  as
directors of Glencar should the  current directors not be  re-elected
at the AGM on 29 June 2009.

The board  of  Glencar,  excluding  Mr  Sean  Finlay  and  Mr  Kieran
Harrington, recommends  that  shareholders  vote  in  favour  of  the
resolutions to re-elect Mr Sean Finlay and Mr Kieran Harrington.

For further information, please contact:


Glencar Mining plc
Hugh McCullough, Managing Director
Tel:  +353 1 661 9974
e-mail: info@glencarmining.ie



Davy Corporate Finance
Ivan Murphy, Director
Brian Corr, Associate Director
Tel:      +353 1 679 6363

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