World Wide forms gold subsidiary

World Wide Minerals (WWS-T) has transferred all of its gold assets to a newly created subsidiary, Libra Gold.

The shares of Libra Gold will be distributed to World Wide shareholders on a pro rata basis. Completion of the distribution is subject to regulatory approval, including the filing and acceptance of a shelf prospectus. A preliminary shelf prospectus, the completion of which is required before trading in the shares can commence, was filed with the relevant Canadian securities regulators on Dec. 31. World Wide expects the prospectus to be cleared by February.

The gold assets of World Wide were transferred to Libra Gold at their book value of $6.22 million. In return, Libra Gold will transfer to World Wide all of its shares, $690,817 in assumed accounts payable and issue a $1-million note.

The note is payable on demand, bears an annual interest rate of 8% and is convertible into shares of Libra Gold at a price equal to 125% of the initial trading price of that company’s shares.

World Wide will distribute to its shareholders of record (a tentative date has been set for February) one new Libra Gold share for every 10 World Wide shares. No fractional shares will be issued, and resulting fractions will be rounded down. At current prices and volumes, Libra would have 5.3 million shares outstanding.

Should the maximum number of warrants, options and share issue rights be exercised, World Wide could have an additional 14 million common shares outstanding. Shareholders will be entitled to receive the number of Libra Gold shares that they would have received had they been shareholders of record on the date of distribution of Libra Gold shares. As a result, up to 1.4 million additional Libra Gold shares could be issued.

According to World Wide, Libra Gold intends to seek a stock exchange listing as soon as possible.

“This may be achieved by merger with an existing exchange-listed company,” said a release issued by World Wide. Shares, once they are distributed, will be traded on the over-the-counter market until a stock listing is granted.

The gold assets to be transferred to Libra from World Wide include: * several gold exploration joint ventures and properties under review in China, including the Tongshi Project (in which World Wide owns a 55% share) and four other joint ventures (in which World Wide has interests ranging from 55% to 68%);

* an 80%-owned Chinese geological and mining engineering firm; * the Yi Chuan gold project in Bolivia, in which Libra Gold would have the right to earn an 85% interest; and

* the 100%-owned Easter gold project in Nevada

The transfer of these assets to Libra will enable World Wide to focus on its uranium holdings.

Libra will also seek to expand its stable of assets. “At this time, there is a unique opportunity to acquire good gold properties and companies with excellent upside potential,” said Paul Carroll, chairman of World Wide, in announcing the creation of Libra and the proposed distribution of its shares.