PSE Circular for Brokers No. 2038-99
PSE Circular for Brokers No. 2038-99 • Philippine Stock Exchange • Circulars for Brokers • Aug 17, 1999
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August 17, 1999 PSE CIRCULAR FOR BROKERS NO. 2038-99 Item 9 Other Events PRESS RELEASE ATLAS CONSOLIDATED MINING & DEVELOPMENT CORPORATION ("ATLAS") ANNOUNCES ASSUMPTION OF PhP 2 BILLION DEBTS BY MINORO MINING AND EXPLORATION CORPORATION ("MINORO") AND APPLICATION TO CONVERT INTO ATLAS SHARES The Board of Atlas Consolidated Mining and Development Corporation ("Atlas") announces that the debt for equity swap agreement between Minoro Mining and Exploration Corporation ("Minoro'') and Atlas has significantly advanced. An agreement between Minoro, Mitsubishi Materials Corporation and Atlas, resulting in 1.83 Billion Philippine Pesos (US$48 million) of Atlas debt being acquired by Minoro, was today approved by the Board of Atlas. This settlement is in addition to the previous settlement of 34 trade creditors of Atlas by Minoro in the amount of 7.3 Million Pesos. cd Under its agreement dated November 15, 1996 with Atlas, Minoro is also obliged to fund the cash requirement to maintain the Toledo copper mine in Cebu. Up to 31 December 1998, Minoro had contributed 200.6 Million Pesos and has continued contributions to the present time. The combined value of the debts assumed by Minoro and the cash advances to Atlas amount to 2.059 Billion Pesos. Under the previously announced debt for equity swap agreements, Minoro is exercising its right to convert the debts assumed by it and the cash advances into a total of 205,970,000 shares of common stock in Atlas, each share being issued at 10 Pesos per share. To facilitate the share issue, Atlas will be filing its application with the Securities and Exchange Commission ("SEC") to increase its authorized capital from 1.5 billion to 6.5 billion Philippine Pesos, approved by the Atlas Board on 19 June 1997 and ratified by the stockholders on July 30, 1997. Once the increase in capital is approved by SEC and the 205.97 million shares are issued, an application will be made to the Philippine Stock Exchange for listing of the shares. Under the debt for equity arrangements, Minoro will retire additional creditors of Atlas. When completed, Atlas will be relatively debt free, leaving its historic asset base largely intact. cdt Atlas owns a range of strategic assets including the Toledo copper mine on the island of Cebu, the Berong nickel deposit on Palawan island, extensive realty interests, a port facility, a substantial water resource as well as industrial facility and plant. The Toledo copper mine was once the 5th largest copper mine in the world and has a track record of 39 years of continuous copper operations prior to its closure in 1994, producing some 5.6 billion pounds of copper. The mine has ongoing ore resources of 881 million tonnes containing 0.41% copper and 0.15 grams per tonne of gold (7.9 billion tonnes of copper and 5 million ounces of gold) over a tenement claim area of 9,827 hectares. Atlas also owns 2 copper production facilities located at Toledo with a total mill capacity of over 72,000 tonnes of ore throughput per day. Both are capable of rehabilitation to facilitate future copper production. The Toledo mine previously operated to high environmental standards well in excess of those required by law and provided the local community with extensive social amenities including schools, hospital facilities and housing. Minoro has stated its commitment to a continuation of the environmental and social standards set by Atlas in the past. Minoro, headed by Franks Lubbock, an experienced British-Australian mining engineer, is a Filipino company which recently sold its substantial shareholding in UK listed Philippine Gold plc. the owners of the Masbate, Benguet, Paracale and Banahaw gold mines as well as other significant quality gold projects in the Philippines. Minoro, which has expended some 400 million pesos on Atlas since it entered into the debt for equity swap agreement in late 1996, has carried out a bankable feasibility study to international standards on the Toledo copper mine with positive conclusions and a declared intention to reopen the mine within 18 months. The study utilized the services of a number of international consultants including Kvaerner, Dames and Moore, Dennis Laubscher, Layamanghaya & Co. (KPMG) and Behre Dolbear of Australia.
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