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FORM 6-K
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
COMMISSION FILE NUMBER 0-15577
FOR THE MONTH OF FEBRUARY 1997
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
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(Translation of registrant's name into English)
1801 Broadway, Suite 1620
Denver, Colorado 80202
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(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.
ENCLOSED IS PRESS RELEASE #98-001 FOR CONSOLIDATED NEVADA GOLDFIELDS
CORPORATION.
Pursuant to the Requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
(Registrant)
Date: Feb. 3, 1998 /s/ James S. Stirbis, Jr.
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By: James S. Stirbis, Jr. -
Corporate Secretary and Treasurer
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[Letterhead]
DENVER, CO - JANUARY 22, 1998
#98-001
5:00 PM MST
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION ANNOUNCES FINANCING
DEVELOPMENTS WITH ITS MAJOR SHAREHOLDER AND STANDARD BANK
Consolidated Nevada Goldfields Corporation ("CNGC") announces that it has
made significant progress toward its previously announced objectives of
reviewing its operations, restructuring its debt, and refinancing the Pachuca
silver operations. CNGC is continuing its critical review of the mining
operations with the goal of creating a well-capitalized mining company with
meaningful silver production. CNGC continues to receive the support of its
major shareholders who view these developments positively.
CNGC has reached agreement with its major shareholder, Grupo Acerero Del
Norte, S.A. de C.V. ("GAN"), relating to a placement of convertible
debentures and received an indicative term sheet from Standard New York, Inc.
and Standard Bank of London Limited ("Standard") to refinance its Pachuca
operations. GAN is a private holding company and one of Mexico's leading
industrial groups with four divisions: steel, mining, chemicals, and energy.
It has successfully implemented several restructurings and privatizations in
Mexico over the last seven years.
The convertible debentures will have an aggregate principal amount of US$26
million. GAN has agreed to invest US$4 million of new funds and apply US$22
million of primarily demand loans previously advanced to CNGC, toward the
purchase of the convertible debenture. The debenture will be convertible at
US$0.125 and entitle GAN on conversion to one share and 0.1298 warrant of
CNGC, will bear interest at 10% per annum and be due five years after its
issue. The warrants will be exercisable for a period of five years after the
issue of the convertible debenture at US$0.125 per share of CNGC. Assuming
the exercise of the debenture and warrants, GAN would hold approximately 75%
of the outstanding common shares before giving effect to the exercise of any
other outstanding convertible securities.
The placement of the convertible debenture is subject to majority approval of
disinterested shareholders which CNGC is proceeding to obtain. CNGC
shareholders who have representation on the Board have advised CNGC that they
would support the placement.
CNGC also announces that it has received a new Indicative Term Sheet from
Standard New York, Inc. and Standard Bank London Limited ("Standard")
relating to an $18 million financing of its Pachuca silver-mining operations
in Mexico. Standard's financing is conditional upon an update and review of
previously completed technical due diligence, credit approval, definitive
documentation and other conditions that are typical for a financing of this
nature. The new proposed facility will bear interest at LIBOR plus an
applicable margin and will be repayable over a five-year period. CNGC will
also have a moratorium on principal repayments for a period of two years.
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The proceeds of the placement and financing will be used to repay the
existing credit facility for Pachuca and outstanding amounts payable to ING
(U.S.) Capital Corporation ("ING") with respect to CNGC's Nixon Fork gold
loan, and make lease payments relating to the Nixon Fork property. The
proceeds will also be used for capital investment in the Pachuca mine and for
general working-capital purposes. The transactions will reduce CNGC's
short-term debt and significantly reduce interest expense with respect to the
Pachuca operations. The transactions will also result in CNGC being current
in its ING repayment schedule.
On completion of these transactions, CNGC's total debt will be US$34 million,
including the US$18 million Standard Bank debt. Reporting on these
transactions, Alex Bissett, President and Chief Executive Officer of CNGC,
stated: "These transactions will allow CNGC to focus on its principal assets
and the Pachuca operations in particular. We are continuing to address our
operational performance and financial affairs with a view to restructuring
our operations and debt in an orderly fashion. These transactions show
significant progress toward our goal. The restructuring of the Company will
also involve a critical review of all of its mining operations. Our
objective is to create a well capitalized mining company with significant
silver production centered around our Pachuca operations and continue to
reduce existing indebtedness of the Company. Our major shareholders are
supportive of the constructive business plan which is being implemented by
the Company."
Consolidated Nevada Goldfields Corporation is a Denver-based, international
mining company with four producing mining properties and over 1,300
employees. The Company reserves include 51 million ounces of silver and
740,000 ounces of gold. The Company's principal property is the Pachuca
silver mine in central Mexico, north of Mexico City, which has continuously
produced silver for five centuries. The Company shares trade on the Toronto
exchange under the symbol KNV, on the NASDAQ under the symbol KNVCF, and on
the Stuttgart, Frankfurt, and Berlin exchanges under the symbol CNV.
GAN is a private holding company controlled by the Ancira and Autrey families
and is one of Mexico's leading industrial concerns. GAN's operations are
divided into four divisions: steel, chemicals, mining, and energy. GAN is
well known for having successfully implemented several restructuring and
privatizations in Mexico over the last seven years in the areas of mining
(coal and iron), steel and chemicals (agroproducts). It controls Altos
Hornos De Mexico, S.A. de C.V., a foundry and steel producer listed on the
New York Stock Exchange which produces about 40 percent of Mexico's
rolled-steel production. GAN has yearly sales of approximately $1.6 billion,
profits of about $150 million and has invested about $1.2 billion since 1992.
GAN's corporate headquarters are located in Monclova, Coahuila. The group
has activities in 19 Mexican states and directly employs approximately 26,000
people.
Statements in this release which are not historical data are forward looking
and involve a number of risks and uncertainties, including but not limited to
the price of commodities, currencies, production, construction, and
permitting or regulatory delays, reserve estimation of tonnage, grade and
metallurgical recoveries, exploration success and reserve growth, litigation,
capital costs, and other risks that are detailed in the Company's SEC
filings.
For additional information please contact Consolidated Nevada Goldfields
Corporation, Alex Bissett, President and Chief Executive Officer at (303)
296-3200.
