Mano River Resources - Interim Results
October 02 1998 - 7:58AM
UK Regulatory
RNS No 8161p
MANO RIVER RESOURCES INC.
2nd October 1998
ZICOR MINING INC.
(Name Change to Mano River Resources Inc.)
Consolidated Statements of Loss and Deficit
For The Six Months Ended July 31, 1998 and 1997
(Prepared by Management without audit)
1998 1997
$ $
Expenses
Consulting fees 15,196 33,510
Foreign exchange loss (gain) (16,371) (73,964)
General exploration 14,220 33,738
Investor communications 13,022 5,878
Management fees 15,000 15,000
Mine maintenance expenses 64,476 61,703
Office expenses 683 5,578
Professional fees 51,735 40,659
Transfer agent and filing 28,530 7,429
Travel and promotion 23,424 41,700
209,915 171,231
Other Expenses (Income)
Interest and other income (14,185) (20,716)
Net loss for the Period (195,730) (150,515)
Deficit - beginning of period (4,178,593) (3,437,882)
Deficit - end of period (4,374,323) (3,588,397)
ZICOR MINING INC(Name change to Mano River Resources Inc.)
Schedule "C"
Management Discussion
For The Quarter Ended July 31, 1998
Corporate development
Acquisition of Mano River Resources Ltd.
The Company entered into a share purchase agreement dated June 19, 1998 to
acquire 100% of the outstanding shares of Mano River Resources Limited ("Mano")
for consideration of US$7,240,000 (CDN$10,208,400). This acquisition will be
completed by the issue of 40,833,600 shares of the Company at a deemed value of
CDN$0.25 each. Mano is a private mineral exploration company which, over the
past four years, has actively explored and strategically assembled an extensive
portfolio of gold, diamond and base metal exploration properties in the
contiguous West African, Mano River Union countries of Liberia, Sierra Leone and
Guinea.
The company's information circular was sent to all the shareholders in June,
1998 for the purposes set forth in the accompanying Notice of Meeting. At the
Company's Annual and Special General Meeting held on July 20, 1998 in Vancouver,
British Columbia, Canada, the proposed resolutions were passed and the
acquisition of Mano River Resources Limited was approved by the shareholders,
including the change of the Company's name to Mano Rive Resources Inc. The
shareholders also approved the increase in authorized share capital from
100,000,000 common shares without par value to an unlimited number of common
shares without par value.
Investment In Royalstar Resources Ltd.
Zicor owns 2,600,000 shares and warrants of Royalstar Resources Ltd. If Zicor
were to exercise all of its Royalstar warrants, it would hold a total of
5,200,00 shares. Royalstar is listed on Vancouver Stock exchange. The Company
intends to dispose of its shareholdings in Royalstar Resources Ltd. subject to
any regulatory and shareholders approvals.
The Van Stone Zinc Mine
During the period, the Van stone mine in Washington State continued to be kept
on a care and maintenance basis due to market conditions. Management is
exploring all avenues available for disposing of the Van Stone Mine or seeking a
Joint Venture Partner.
Investor Relations Activities
During the quarter, the directors, officers and consultants of the Company
maintained the investor relations' activities of the Company, in the ordinary
course of business. However, the Company since joining the AIM Market in London
has retained a London based public relations firm to coordinate its public
relations in the U.K.
Subsequent events
Subsequent to the period ended July 31, 1998, the Company's common shares
resumed trading on Friday 18th September, 1998 on the Vancouver Stock Exchange
(new trading symbol "MNO" and the Alternative Investment Market ("AIM") of the
London Stock Exchange an September 18, 1998, following completion of the
Company's acquisition of Mano River Resources Limited ("Mano") and the change of
the Company's name to "Mano River Resources Inc. As consideration for its
acquisition of 100% the issued and outstanding common shares of Mano, the
Company has issued 40,833,600 common shares of the Company to Mano's
shareholders, of which 12,063,600 shares are subject to an escrow agreement and
may not be released or sold without the approval of the Vancouver Stock
Exchange.
The Company also completed an equity financing in the United Kingdom and
European Union to raise stg.#756,535 (or approximately Cdn$1,994,294) by the
issuance of 6,304,458 common shares at stg.12p (Cdn $0.30 cents) per common
share. Following the completion of this equity financing and the Mano
acquisition, the Company has a total of 70,202,617 common shares Issued and
outstanding. On completion of the Mano acquisition, the Company's working
capital position was further enhanced by the U.S.$250,000 (approximately
Cdn$385,000) of cash available in the acquired company, Mano.
Upon completion of the acquisition of Mano, the Company has reconstituted its
Board of Directors by appointing Mr. Guy Pas, the founder of Mano, and Peter
Dwerryhouse, managing director of Paladin Capital Advisory Limited, to the Board
to fill the vacancies caused by the resignations of Mr. Peter Stokes and Ms.
Christine Dixon. The Company would like to thank Mr. Stokes and Ms. Dixon for
their contributions to the Company during their tenure as directors. Mr. Pas
has agreed to act as the Company's Chief Executive Officer and will also be Co-
Chairman of the Company along with Mr, Anthony Rhatigan. Dr. Leslie Wright, the
chief geologist of Mano, has been appointed as the Company's Vice President of
Exploration.
Guy Pas was previously the co-founder and until 1995 the Chairman of Samax
Resources Ltd., now a subsidiary of Samax Gold Inc., a Toronto Stock Exchange
listed African exploration and development company. Under Mr. Pas chairmanship
Samax had an early entry into the Tanzania exploration scene in 1989 and
subsequently discovered two gold deposits which are being developed into mines.
These two mines, Golden Pride and Kukuluma/Geita, are expected to produce
approximately 300,000 ounces of gold per annum by 2001. Samax Gold was floated
in an initial public offering at Cdn$4.50 per share in December, 1996. On
September 2, 1998, Ashanti Goldfields announced a bid for Samax Gold at
Cdn$7.94 per share (a 32.5% premium to the average share price over the
previous 20 trading days).
The Company will now focus its attention on exploration for gold, diamonds and
base metals in the Mano River Union countries as its core activity. A
significant exploration program, including drilling on identified target areas,
is planned for Mano's existing properties utilising proceeds from the recent
equity financing.
Contacts: P. Anthony Rhatigan, Co- Chairman
U.K. 0385 297 348
International +44 385 297 348
John Mattison, Mattison Public Relations
U.K. 0171 729 3035
International +44 171 729 3035
Guy E. Pas, Co- Chairman and Chief Executive Officer
Switzerland +41 22 758 2151
Peter Dwerryhouse, Director
U.K. +44 1732 464 842
Canada 604 662 3730
END
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