GEX Glencar

 
TIDMGEX 
 
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 StgGBP1.2 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 StgGBP0.95 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 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement. 
 

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