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capital reduction and in specie distribution of na

  1. Interesting announcement. I own a truckload of these. Any comments welcome on what effect this announcement may have. So far the market has taken little interest.

    Share price over the last two weeks has been in consolidation mode around the 3c area with support at 2.8c following a solid move from 2.8 to 3.6. Some large sells have been appearing around 2.9 and 3c but have been snapped up quickly as they appear.

    GOLDEN VALLEY MINES LIMITED 2003-02-18 ASX-SIGNAL-G

    HOMEX - Perth

    +++++++++++++++++++++++++
    CAPITAL REDUCTION AND IN SPECIE DISTRIBUTION OF NAVIGATOR SHARES

    The Board of Golden Valley Mines Limited ("Golden Valley") has
    resolved to implement an equal reduction of capital by way of an in
    specie distribution of all of the shares it currently holds in
    Navigator Resources Limited ("Navigator") to its shareholders,
    subject to obtaining appropriate regulatory and shareholder approvals
    for the transaction.

    The Record Date for determining Golden Valley shareholders'
    entitlement to Navigator shares is yet to be decided but will be
    announced in due course. The in specie distribution to Golden Valley
    shareholders will be on a pro-rata basis, with shareholders likely to
    receive approximately 1 Navigator share for every 15 Golden Valley
    shares held..

    Navigator is currently a wholly owned subsidiary of Golden Valley,
    with 21,000,000 fully paid ordinary shares on issue. Navigator is
    expected to consolidate its capital to 14,313,434 fully paid ordinary
    shares, prior to Golden Valley conducting the in specie distribution
    of those Navigator shares.

    CONVERSION OF DEBT

    Immediately following and subject to the in specie distribution of
    Navigator shares to Golden Valley shareholders, Golden Valley will
    also release Navigator from a debt of $500,000 in consideration for
    the issue of 3,333,333 Navigator shares to Golden Valley (ie deemed
    issue price of $0.15 per Navigator share).

    DIRECTOR PARTICIPATION

    Following appropriate regulatory and shareholder approvals, Mr Tom
    Sanders, the Managing Director of Navigator, will be issued with
    500,000 Navigator "bonus" shares for no issue price, conditional upon
    the successful admission of Navigator to the Australian Stock
    Exchange ("ASX"). Furthermore, it is proposed that Mr Sanders will be
    issued with 2,000,000 "bonus" options exercisable at 20 cents each on
    or before 30 June 2006. The issue of the "bonus" options is also
    conditional upon the successful admission of Navigator to ASX.

    NAVIGATOR SPIN-OFF FLOAT

    It is proposed that, following the in specie distribution of
    Navigator shares to Golden Valley shareholders referred to above,
    Navigator will make an initial public offering of its shares to raise
    approximately $3,000,000 for the purposes of satisfying certain of
    the conditions for admission of the company to the Official List of
    the ASX.

    A prospectus for the offer of Navigator shares will be made available
    by Navigator when the shares are offered. Anyone who wishes to
    acquire shares in Navigator will need to complete an application form
    that will accompany that prospectus. Golden Valley shareholders will
    be given a priority right to participate in the initial public
    offering of Navigator shares.

    As part the overall process, a new Board of Directors will be
    appointed to Navigator, all of which will be independent of Golden
    Valley.

    SEED CAPITAL RAISING

    Navigator will also shortly be seeking to raise approximately
    $150,000 in seed capital from certain persons which Navigator is
    entitled to issue securities to, without a prospectus, for the
    purposes of funding the process of the initial public offering.

    NOTICE OF MEETING

    A Notice of Meeting and Explanatory Memorandum seeking shareholder
    approval for certain of the transactions referred to above will be
    dispatched by Golden Valley shortly.

    B Sergeant
    COMPANY SECRETARY

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