Acquisition and Re-Admission

White Nile Limited
19 May 2005

        White Nile Limited / Epic: WNL / Market: AIM / Sector: Oil & Gas


               White Nile Limited ('White Nile' or 'the Company')

          'Acquisition of Oil Concession and Re-Admission to Trading'


The Company is pleased to announce that a circular is today, 19 May 2005, being
posted to shareholders setting out full details of a proposed acquisition of an
interest in an oil concession in Southern Sudan and that trading in the
company's shares on AIM will recommence at 7.00am on Monday 23 May 2005.


Full details of the proposed acquisition are set out in the circular, which
includes the following information:


  • Part 1; a letter from the Company's Chairman, Phil Edmonds, which
    summarises the proposed acquisition and related information;
  • Part 2; an accountant's report from Baker Tilly setting out information on
    the Company's financial position at 28 February 2005;
  • Part 3; an independent consultants' report from Exploration Consultants
    Ltd, a firm of oil consultants / geologists on Block Ba in Southern Sudan;
  • Part 4; a legal opinion from Maurice Mendelson QC; and
  • Part 5; statutory and general information.


The full text of Part 1 of the circular to shareholders is included within this
announcement.  The Directors of the Company would recommend that shareholders
and other interested parties should refer to the text of the full circular and
where appropriate take independent advice.


The Company proposes, subject to shareholder approval, to acquire an oil
concession in Block Ba in Southern Sudan in consideration for which it will
issue 155,000,000 ordinary shares of 0.1p each.  An Extraordinary General
Meeting is to be held on 16 June 2005 for the purpose of considering and, if
thought fit, passing the following resolution as an ordinary resolution:


'That the acquisition by the Company of an interest in a petroleum concession
located in an area known as Block Ba in Southern Sudan from Nile Petroleum
Corporation Ltd (as more fully described in the letter from the Chairman set out
on pages 8 to 17 of the circular to shareholders dated 19 May 2005) in
consideration for which the Company is to allot 155,000,000 ordinary shares of
0.1p to Nile Petroleum Corporation Ltd, be and is hereby approved and the
Directors of the Company be authorised to implement the terms thereof.'


As noted in the Chairman's letter below, irrevocable undertakings to vote in
favour of the resolution have been obtained from shareholders who hold over 99%
of the issued share capital of the Company.


The UK City Code on Takeovers and Mergers ('the City Code') applies to public
companies which are resident in the United Kingdom, the Channel Islands or the
Isle of Man and therefore applies to the Company.  Under Rule 9 of the City Code
a party acquiring a holding of 30% or more of a company's voting rights is
normally obliged to make a general offer to all other shareholders to acquire
the shares not held by them.  The Takeover Panel has waived the requirement for
a general offer to be made and this is the subject of a further detailed
regulatory news announcement that is being issued simultaneously with this
announcement.


The London Stock Exchange made the admission of the proposed enlarged share
capital of the Company the subject of two special conditions which were imposed
under Paragraph 9 of the AIM Rules.  The two special conditions were that:


 1. The Company obtained Counsel's opinion on the approval process of the licence
    for the Block Ba concession including the meaning of consensus; and
 2. The Company made available for public inspection all signed documents upon
    which the Company is placing reliance.


These conditions have been satisfied and reference is made to the Counsel's
opinion within the letter from the Chairman that forms Part 1 of the circular to
shareholders.  A list of the documents available for public inspection is set
out in Paragraph 12 of Part 5 of the circular to shareholders.  The documents
will be available for inspection by the public during normal business hours on
any weekday (excluding public holidays) as follows; from the date of this
document until 31 July 2005 at Numerica Capital Markets Limited, 66 Wigmore
Street, London, W1U 2HQ and from the date of this document until 27 May 2005 at
4th Floor, Clements House, 14 - 18 Gresham Street, London, EC2V 7NN and from 31
May 2005 until 31 July 2005 at Millennium Bridge House, 2 Lambeth Hill, London,
EC4V 4AJ.


LETTER FROM THE CHAIRMAN

White Nile Limited
7 New Street
St Peter Port
Guernsey GY1 4BZ


19 May 2005


Dear Shareholder


White Nile was admitted to trading on AIM on 10 February 2005, having raised
over £9 million from investors prior to admission. The AIM admission document
dated 4 February 2005 described the Company's strategy as being to identify and
acquire projects in the natural resources sector with particular emphasis on oil
projects within Africa. The AIM admission document also stated that the Company
was specifically negotiating with the Government of Southern Sudan ('GOSS') for
certain oil concessions and that the Directors were optimistic that these
negotiations would come to fruition shortly. I am now writing to you with
details of the Company's proposed acquisition and of the Extraordinary General
Meeting called for 16 June 2005 to approve this.


1.1 ACQUISITION


On 16 February 2005, the Company announced that agreement had been concluded
with the GOSS and its national oil company, Nile Petroleum Corporation Limited
('NPC') whereby the Company would acquire a 60% interest in Block Ba, which
contains part of the Muglad basin in Southern Sudan. Under the terms of the
agreements described in detail in sections 1.1.2 and 1.1.3 below, the Company is
entitled to 60% of the gross revenues generated in return for bearing 100% of
the costs of exploration, development and production, subject to being entitled
to a minimum annual internal rate of return on capital of 40%.


The Directors recognised that the Acquisition was sufficiently large relative to
the size of the Company that it was not appropriate to allow the Company's
shares to continue trading until full information on the Acquisition had been
published. Accordingly, on 16 February 2005 the Company requested a suspension
of trading pending such publication.


The Acquisition represents a reverse takeover for the purposes of the AIM Rules
and therefore requires the prior approval of shareholders of the Company at the
EGM. If the resolution proposed at the EGM is duly passed the Company's existing
quotation on AIM will be cancelled and the Company will apply for the Enlarged
Share Capital to be admitted to trading on AIM.


Under the terms of the Acquisition, the Company is to issue shares that cause
NPC to hold 50% of the Enlarged Share Capital though this holding could rise to
70% if NPC exercise the option, described in more detail below, to transfer the
remaining interest in the Concession. Under Rule 9 of the City Code on Takeovers
and Mergers ('the City Code'), NPC would normally be required to make a
mandatory offer for all of the ordinary shares of the Company. For reasons
detailed later in this document, the Panel on Takeovers and Mergers ('the Panel
') has determined that, in this particular case, no mandatory offer is
necessary.


1.1.1 Background


The area known generally as Southern Sudan has been the subject of a long and
protracted civil war which formally ended on 9 January 2005 with the signing of
peace accords between the National Government of Sudan based in Khartoum and the
GOSS, in the form of the Sudanese People's Liberation Movement. Anticipating the
possibility of peace, and recognising the significant potential for oil
exploration and extraction in the region, Andrew Groves and I initiated contacts
with leading figures in the South with a view to proposing a novel means of
funding oil exploration and development projects in their part of the country.


Traditionally, the relevant authority in a particular region enters into
exploration and development agreements with oil exploration companies with a
potentially lengthy delay between the entering into of the agreement and the
first receipt of production revenues by the relevant governmental authority. The
model developed by Andrew Groves and me was designed to enable the GOSS to
benefit from the extensive capital markets in London and elsewhere to raise
funds to enable development of Southern Sudanese oilfields whilst retaining long
term control and influence over them.


To this end, Andrew Groves and I proposed that we would create a shell company
that would seek admission to AIM. GOSS would transfer exploration rights to that
company in consideration for a substantial shareholding in that company. The
proposed scheme was encapsulated in a draft joint venture agreement and the
Company was established with the intention of implementing the proposed concept
if GOSS decided that it wished to proceed with our proposal. White Nile Limited
was not a party to the draft joint venture agreement and at that point there was
no contractual binding commitment upon any party. The area of land that was to
be the subject of the arrangements was Block Ba, an area that extends to
approximately 67,000 sq km and is situated in Southern Sudan north of the town
of Juba with its centre having the approximate co-ordinates 7degrees north and
32degrees east. Further information on the area is set out in the text of the
independent consultant's review below in Part 3 of this document.


On 14 February 2005, the GOSS confirmed that it wished to proceed with the
Company and to enter into an agreement with the Company on the commercial terms
set out in the draft joint venture agreement under which the Company would
acquire a 60% interest in Block Ba on the terms detailed in this letter.


1.1.2 The Terms of the Acquisition


The Company has now concluded a number of agreements which together set out the
terms of the Acquisition described below. These comprise a lock-in agreement
dated 17 February 2005, a letter confirming certain information dated 25 March
2005, an agreement dated 26 March 2005 (transferring interests in Block Ba
subject to obtaining shareholders' approval) and the EPLA dated 25 April 2005.


The GOSS had, on 12 August 2004, granted to NPC certain concessions, including
the right to develop and explore Block Ba (the 'Concession'). Block Ba extends
to approximately 67,000 sq km and is situated in Southern Sudan north of the
town of Juba with its centre having the approximate co-ordinates 7degrees north
and 32degrees east. Further information on the area is set out in the text of
the independent consultant's review in Part 3 of this document.


NPC is to transfer to the Company an interest in the Block Ba Concession.
Exploitation of Block Ba is subject to the EPLA, which covers exploration
operations, revenue sharing and responsibility for costs in respect of Block Ba.


White Nile has sufficient funds to carry out initial exploration, but it is
anticipated that, in order to complete the necessary exploration and then to
commence production, further equity fund raisings will be necessary.


In consideration of the transfer of rights in respect of the Concession, NPC is
to receive an interest of 50% in the Enlarged Share Capital, through the issue
of 155,000,000 ordinary shares of 0.1p each in the Company ('the NPC Shares').
Additionally, NPC will have the right, following the issue of the NPC shares, to
appoint two representatives of NPC to the Board of White Nile.


If the transaction is approved White Nile will become a company controlled, at
shareholder level, by the GOSS who will hold 50% of the voting shares. As far as
the Board of Directors is concerned, Phil Edmonds, Andrew Groves and Brian
Moritz will continue to be directors and in due course NPC may appoint two
additional directors. As noted above, at present the names of the directors that
the GOSS may choose to appoint to White Nile and the extent to which it will
seek to exert executive influence over White Nile is not known.


White Nile has, subject to shareholder approval of the Acquisition and admission
of the NPC Shares to AIM, also granted NPC the right ('the Option') to transfer
to White Nile its remaining interests in the gross revenues from Block Ba in
consideration for the issue to NPC of a further 206,666,667 ordinary shares of
0.1p each in the Company ('the NPC Option Shares'). The exercise of the Option
by NPC would increase its shareholding in the Company to 361,666,667 out of
(assuming that no further shares are issued) 516,666,667 ordinary shares, being
70% of the Further Enlarged Share Capital. In the event that the Option is
exercised, NPC will be entitled to appoint a further representative to the Board
of Directors of the Company.


For the reasons set out in paragraph 1.7 below, the NPC Shares are being issued
to a nominee holder ('the Nominee').


1.1.3 The EPLA


On 25 April 2005, the Company and NPC entered into the EPLA. Under the
provisions of the EPLA the Company has been granted exploration rights in
respect of Block Ba for a period of ten years, divided into an initial period of
five years and a second period of five years ('the second period') and then by
two further periods of three years each, subject to the Company having complied
with certain minimum exploration obligations set out in the EPLA and subject, in
the case of the two further extensions of three years each, to a commercial
discovery having been made prior to the end of the second period.


The EPLA imposes minimum obligations on the Company as to exploration work that
the Company must carry out and contains provisions for budgets to be agreed, how
discoveries are appraised and how commercial discoveries are developed and
exploited. The Company will be entitled to exploit commercial discoveries for 25
years following the approval between the parties of a development and
exploitation plan in relation to the relevant discovery. The EPLA also contains
provisions whereby such periods can be extended for a further period of up to 10
years, if commercial production is still possible beyond the initial 25 year
period.


The rights of exploration and development of crude oil and natural gas resources
within Block Ba are exclusive to the Company. All costs of such exploration and
development will be met by the Company. The gross revenues net of selling costs
from the sale of crude oil and natural gas produced pursuant to the EPLA will be
split 60-40 between the Company and NPC. Unless NPC determines otherwise, the
Company will sell NPC's share of such produce on its behalf and account to NPC
for the sale proceeds. The EPLA specifies that it is the intention of the
parties that the Company will attain an annual internal rate of return of a
minimum of 40% and that, if such internal rate of return is not achieved by the
Company, the parties will re-negotiate the terms of the EPLA in good faith in
order to ensure that the Company does achieve such internal rate of return.


1.1.4 Business Strategy


The Company was established in order to identify and acquire projects in the
natural resources sector with particular emphasis on oil projects within Africa.
In addition to the Acquisition, the Company is currently considering projects in
Ethiopia, Kenya and Somalia. In particular, the Company is currently in
discussions with the Government of Ethiopia concerning a joint study agreement.


With respect to the Acquisition the Company's strategy will be:



(a)  to subcontract the pre-production phase of Block Ba to professional
     project managers who will oversee the exploration surveys and confirmatory
     drilling.


(b)  to use the pre-production period to negotiate contracts for the
     extraction and distribution of oil from Block Ba, and to put into place 
     funding as required.


(c)  to engage experienced professional oil industry management staff to
     handle full commercial production of Block Ba.


1.1.5 The City Code


The terms of the Acquisition give rise to certain considerations under the City
Code. Brief details of the Panel, the City Code and the protections they afford
are described below.


The City Code has not, and does not seek to have, the force of law. It has,
however, been acknowledged by both government and other regulatory authorities
that those who seek to take advantage of the facilities of the securities
markets in the United Kingdom should conduct themselves in matters relating to
takeovers in accordance with high business standards and so according to the
City Code.


The City Code is issued and administered by the Panel. The City Code applies to
all takeover and merger transactions, however effected, where the offeree
company is, inter alia, a listed or unlisted public company resident in the
United Kingdom (and to certain categories of private limited companies). It also
applies to Channel Island companies resident in the United Kingdom, the Channel
Islands or the Isle of Man. The Panel has determined that the Company is such a
company and that its shareholders are entitled to the protection afforded by the
City Code.


Under Rule 9 of the City Code, any person who acquires shares which, when taken
together with shares already held by him or shares held or acquired by persons
acting in concert with him, carry 30% or more of the voting rights of a company
which is subject to the City Code is normally obliged to make a general offer to
all other shareholders to acquire the balance of the shares not held by him and
his concert parties.


Rule 9 of the City Code also states that if any person or group of persons
acting in concert holds not less than 30%, but not more than 50% of the voting
rights of such a company a general offer will normally be required if any
further shares are acquired.


An offer under Rule 9 must be in cash and at the highest price paid within the
preceding twelve months for any shares in the company by the person required to
make the offer or any person acting in concert with him.


Following completion of the Acquisition, NPC, which previously held no Ordinary
Shares, will hold 50% of the enlarged issued share capital of the Company. In
the event that NPC exercises the Option, it is possible that its holding in the
Company will be increased to 70%.


The Panel will normally waive the requirement for a general offer to be made if
the independent shareholders of a company pass an ordinary resolution ('a
whitewash resolution') approving such waiver. The Panel also has the power to
waive the requirement for a general offer to be made where independent
shareholders representing more than 50% of the shares of the company which would
be eligible to vote on a whitewash resolution irrevocably undertake to vote in
favour of a whitewash resolution, were one to be put to the shareholders.
Irrevocable undertakings of this nature have been received from independent
shareholders representing more than 50% of the shares of the Company, which
would be eligible to vote on a whitewash resolution and the Panel has
accordingly waived the requirement under Rule 9 of the City Code for a general
offer to be made by NPC to the shareholders of the Company either following the
issue by the Company of the NPC Shares or following the issue by the Company of
the NPC Option Shares.


Following the appointment of NPC's two representatives to the Board of
Directors, the operations of the Company will be carried on from Southern Sudan,
the Company's principal place of business will be in Southern Sudan and the
majority of Directors will be resident outside the United Kingdom, Channel
Islands and the Isle of Man. Accordingly, the City Code will not apply to the
Company after such appointments on the basis that it will then no longer be
managed in the United Kingdom, the Channel Islands or the Isle of Man. In these
circumstances, NPC will be able to acquire further shares without triggering an
obligation to make a mandatory offer under Rule 9 of the City Code, irrespective
of the size of NPC's holding. Upon the appointment by NPC of its two
representatives to the Board of Directors an announcement will be made to this
effect.


1.1.6 Extraordinary General Meeting


At the end of this document you will find a notice convening an extraordinary
general meeting of the Company which is to be held at 3p.m. on 16 June 2005 at 7
New Street, St Peter Port, Guernsey, GY1 4BZ. The resolution to be proposed is
for the approval of the Acquisition.


Each of the Directors has entered into an irrevocable undertaking with the
Company to vote in favour of the resolution proposed at the EGM in respect of
the shares held by them. Other shareholders who, when taken together with the
shareholdings of the Directors, hold over 99% of the issued share capital of the
Company have also entered into irrevocable undertakings with the Company to vote
in favour of the resolution proposed at the EGM.


1.2 INDEPENDENT CONSULTANT'S REVIEW


Independent oil consultant ECL has worked alongside CAMEC to appraise Block Ba.
White Nile engaged ECL on 18 February 2005 to provide management consultancy and
operational services covering all aspects of oil & gas exploration and
production in relation to Block Ba, including the preparation of the report set
out in Part 3 below. Established in 1969, ECL has become one of the world's
leading oil and gas consultancy companies. A widely-experienced staff of
geologists, geophysicists and engineers operate from offices in
Henley-on-Thames, London and Aberdeen in the UK; Houston, USA; Calgary, Canada
and Perth, Australia. ECL's clients include governments and national oil
companies, major and independent oil companies and financial institutions. ECL
has particular experience of petroleum exploration and development projects in
Africa. Projects are currently being undertaken in Morocco, Algeria, Libya,
Sudan, Nigeria, Cameroon, Gabon, Congo, Angola, Tanzania and Mozambique. Since
1995 ECL has acted as technical advisors and consultants to the Government of
Equatorial Guinea, which is now an established oil producing country.


The executive summary of the ECL report is as follows:


'Block Ba covers an area of approximately 67,000 sq. km, equivalent to some 328
UK North Sea blocks or 11 UK North Sea quadrants. This represents over 2/3 of
the area of the original Block B that was licensed to the French oil company
Total up to its abandonment of the area in the mid-1980s. Total acquired
aeromagnetic and seismic data in Block B but no drilling has taken place.


South Sudan is an established world class petroleum producing area. It contains
a large part of a continent-wide Cretaceous rift basin system that has proved
petroliferous in Chad and Niger as well as Sudan. Current production in Sudan is
about 350,000 bopd and this is expected to increase as more oilfield discoveries
come on stream in 2005. Current proven reserves are 1.2 billion bbls and
original oil-in-place is estimated at over 10 billion bbls in the explored part
of the Muglad Basin. The main productive trend is that of the Muglad Basin where
the biggest oilfields so far discovered, Unity and Heglig, have proven reserves
of 250 and 200 million bbls respectively.


It can be demonstrated that the production fairway of the Muglad Basin extends
into central Block Ba. This fairway has been mapped by geophysical methods
extending south-eastwards from the Heglig-Unity area through Block 5A, where the
Thar Jath discovery was made by Lundin in 1999 and the Mala discovery made by
Petronas in 2003, and through the highly prospective Block 5B. The area of the
main part of the Muglad Basin i.e. the most prospective part, in Block Ba could
be at least 6,000 sq. km (i.e. the area of a UK North Sea quadrant). The eastern
part of Block Ba also contains the southerly extension of the Melut Basin which
is also productive in Block 3 to the north. In addition aeromagnetics have
delineated other prospective basinal areas in Block Ba.


In the professional opinion of Exploration Consultants Ltd (ECL) Block Ba is
highly prospective and can be expected to have the same level of reserves as the
productive parts of the Muglad Basin to the northwest. Therefore by
extrapolation Block Ba can be reasonably estimated to have potential
oil-in-place figures of up to five billion barrels. In global terms Block Ba can
be geologically categorised as low risk/high reward.


An outline budget of $30,000,000 has been placed on an initial 3-year
exploration work programme. This includes aeromagnetic and seismic surveys
leading up to the drilling of the first exploration well in the first or second
quarter of Year 2. Parts of the exploration areas extend over marshlands
associated with the Nile which means that specialised swamp crews are required.
It is hoped that at least 2 exploration wells can be drilled in the first 3
years of exploration.'


The full text of ECL's report on Block Ba is included at Part 3 of this
document.


1.3 SUDAN PEACE ACCORD


On 9 January 2005, the Government of the Republic of Sudan on the one hand and
the Sudan People's Liberation Movement/Sudan People's Liberation Army on the
other reached a comprehensive Peace Accord. This re-confirmed certain Protocols
and Agreements reached earlier including the Machakos Protocol dated 20 July
2002, the Framework Agreement on Wealth Sharing During the Pre-Interim and
Interim Period dated 7 January 2004 (the 'Agreement on Wealth Sharing') and the
Protocol on Power Sharing dated 26 May 2004.


On 12 August 2004, the GOSS under the title of the Civil Authority of New Sudan
entered into a concession agreement over Block Ba in favour of its own newly
created national oil company NPC.


The Agreement on Wealth Sharing provides for the establishment of a National
Petroleum Commission which shall be constituted as follows:-


(a)  The President of the Republic of Sudan and President of the GOSS as
     Co-chairs and permanent members;


(b)  Four permanent members representing the National Government;


(c)  Four permanent members representing the GOSS; and


(d)  Not more than three Representatives of an oil producing State/Region in
     which petroleum development is being considered, non-permanent members.


As yet the National Petroleum Commission has not been established.


The Agreement on Wealth Sharing also provides that the National Petroleum
Commission shall approve all oil contracts for the exploration and development
of oil and that in performing this function the National Petroleum Commission
shall include both its permanent members as mentioned above and the
non-permanent members who are representatives of the region in respect of which
the contract is being considered for approval.


The Agreement on Wealth Sharing states that decisions of the National Petroleum
Commission shall be by 'consensus'. Consensus is not defined and there is some
uncertainty whether decisions on the approval of oil contracts are to be made on
a unanimous basis or by majority. If unanimous approval of such contracts is
required representatives of the North of Sudan could have the ability to prevent
approval by the National Petroleum Commission of oil contracts relating to areas
in the South of Sudan, including Block Ba.


The procedure for the National Petroleum Commission to follow in negotiating and
approving oil contracts for the exploration and development of oil in Sudan has
been considered by Leading Counsel and a copy of Leading Counsel's opinion is
included in Part 4 of this document. On the basis of that advice and
confirmations from the GOSS and NPC the Directors are satisfied that in dealing
with any oil contracts in Southern Sudan:


(a)  the decisions of the National Petroleum Commission are to be taken on a
     majority voting basis and the concern over decisions having to be made on a
     unanimous basis outlined above is unjustified ; and



(b)  the representatives of the GOSS and Southern Sudan will have a majority
     on the National Petroleum Commission.


The Directors are therefore satisfied that should the matter be put to the
National Petroleum Commission the arrangements made by the Company with the GOSS
and NPC regarding Block Ba will be approved by the National Petroleum
Commission.


In any event it is not clear that the National Petroleum Commission will, when
it is formed, have any standing in relation to Block Ba. The Agreement on Wealth
Sharing provides that oil contracts made before 9 January 2005 shall not be
subject to renegotiation and therefore the Directors consider that the agreement
of 12 August 2004 by which the Concession was granted, and from which the EPLA
flows, is not subject to renegotiation. Furthermore, it is not self evident that
the National Petroleum Commission would have any authority in respect of events
prior to its having been constituted.


There is an ongoing process of negotiating and drafting constitutional and
legislative arrangements. It is the case, however, that there is a significant
degree of uncertainty in regard to the arrangements that are the subject of the
Agreement on Wealth Sharing and related agreements. Nevertheless, the Directors
take the view that the oil in Block Ba and the contracts over that oil are in
the domain of the GOSS and they have effective authority there.


The Agreement on Wealth Sharing covers the Pre-Interim and Interim Periods,
which are defined in the Machakos Protocol of 20 July 2002. The Pre-Interim
Period is a six month period for the implementation of the, then anticipated,
Peace Agreement. The Interim Period is a six year period following the
Pre-Interim Period. The Agreement on Wealth Sharing provides that net oil
revenue derived from oil producing wells in Southern Sudan shall be allocated
50% to the 'National Government and States in Northern Sudan' and 50% to the
GOSS. The definition of net oil revenue has to be agreed between the Government
of the Republic of Sudan and the Sudan People's Liberation Movement. The
Directors are of the opinion that these wealth sharing arrangements will not
have any impact upon the Company on the footing that the sharing arrangements
concern receipts by the GOSS rather than the Company.


Total SA, a French company, has issued a press release and Total E&P Sudan and
its lawyers have written to the Company and its Nominated Adviser stating that
on 21 December 2004 Total had reached agreement with the Government of Sudan
(i.e. the Government of the North of Sudan) to revise the contract entered into
in 1980 under which Total was awarded the right to operate Block B (which
includes Block Ba). The GOSS has informed the Directors that any contract
allegedly entered into by Total with the Government in the North of Sudan on 21
December 2004 is ineffective because of the earlier grant on 12 August 2004 by
the GOSS to NPC as mentioned above. Further, the GOSS has advised the Directors
that the concession agreement of 12 August 2004 between the GOSS and NPC remains
valid and the GOSS has authorised NPC to enter into the EPLA and has confirmed
that the EPLA is the licensing agreement referred to in the concession
agreement.


1.4 DIRECTORS


Philippe Henri Edmonds, aged 54, Chairman and Chief Executive, (MA Cantab)


Philippe Edmonds holds an honours degree in land economy from Cambridge
University. He played cricket for England and for Middlesex from 1974 to 1987
and has been involved in a number of public and private companies, including
Southern African Resources Plc, Middlesex Holdings Plc and Grosvenor Land
Holdings Plc. He is chairman of AIM-listed Central African Mining & Exploration
Company Plc, Central African Gold Plc and Capricorn Resources Plc and is
chairman of Middlesex County Cricket Club.


Andrew Stuart Groves, aged 37, Development Director


Andrew Groves was born in Harare, Zimbabwe and educated in Zimbabwe and South
Africa. He has been involved in a number of private companies in Zambia and
Zimbabwe and has significant experience in operations management in Southern and
Central Africa, particularly in Zambia and Zimbabwe. He also has a good
knowledge of Namibia and Mozambique. He is a director of AIM-listed Southern
African Resources Plc, Central African Mining & Exploration Company Plc, Central
African Gold Plc and Capricorn Resources Plc.


Brian Michael Moritz, aged 68, Non-executive Director


Brian Moritz is a chartered accountant and former chairman of the Capital
Markets Group of Grant Thornton UK LLP, one of the world's top ten accounting
firms. He specialises in advising public companies, mainly in the area of
flotation. He is a director of Metal Bulletin Plc, a listed company, and a
number of companies, mainly in the natural resources sector, which are traded on
AIM.


The Directors are also directors of other companies engaged in the natural
resource sector in Africa. It is the Directors' intention, however, that
whenever they identify an oil project in Africa, they will offer that project to
the Company before they do so to any other company.


Future Directors


NPC was incorporated in Yei, Southern Sudan, on 22 July 2004 with company number
196. It is wholly owned by the GOSS. The directors of NPC are Bullen Bol, Kuol
Manyang Juuk and Simon Kun Puoch. Sudan is essentially governed by two
governments: Northern Sudan is governed by the National Islamic Front and
Southern Sudan, where the Concession is located, is governed by the Sudan
People's Liberation Movement who formed the GOSS. Doctor Riek Machar is the
Prime Minister of the GOSS and he chairs the leadership council comprising of
around 7 members who represent different tribal groups. NPC director Kuol
Manyang Juuk is a member of the leadership council. The managing director of
NPC, Bullen Bol, reports to the Minister of Energy, who in turn reports to the
leadership council. It is not yet known which representatives of NPC or the GOSS
will be appointed to the board of White Nile, though such appointments are
subject to their meeting the requirements of the London Stock Exchange. The
appointments will be determined by the directors of NPC at the direction of the
leadership council. Once the Directors of the Company have that information, the
Company will announce such information as is required by Schedule 2 paragraph
(f) of the AIM Rules.


1.5 CORPORATE GOVERNANCE


The Directors support the highest standards of corporate governance and intend
to observe the requirements of the Combined Code on Corporate Governance to the
extent they consider appropriate in light of the Company's size, stage of
development and resources.


The Company intends to set up Remuneration and Audit committees with formally
delegated duties and responsibilities.


The Company will abide by Rule 21 of the AIM Rules, including the provisions
regarding Directors' dealings, and will take all reasonable steps to ensure
compliance by Directors and applicable employees.


1.6 DIVIDEND POLICY


It is the intention of the Directors to achieve capital growth. As outlined in
the strategy section (1.1.4 above) the Directors intend to carry out exploration
and development of oil concessions in Southern Sudan. This is unlikely to
generate revenues and profits in the next two to three years and therefore the
Company is unlikely to declare dividends in the foreseeable future.


1.7 LOCK-IN ARRANGEMENTS


Each of the Directors has agreed with Hichens, Harrison & Co plc, Numerica and
the Company that they will not (except in the limited circumstances permitted by
the AIM Rules including in the event of an intervening court order, the death of
a Director, or in respect of the acceptance of a take-over offer of the Company
which is open to all shareholders) dispose of any Ordinary Shares in which they
or any connected person are interested until the date which falls 12 months
after the date of Admission.


NPC has agreed with the Company that it will not dispose of any Ordinary Shares
for a period of 12 months starting from the date of Admission. In order to
secure this obligation, the NPC Shares have been issued to the Nominee where
they will be held until the expiry of the lock-in period.


1.8 WORKING CAPITAL


Having regard to the proposed exploration programme and the cash resources
available to the Company, which presently stand at approximately £9 million, in
the opinion of the Directors, having made due and careful enquiry, the working
capital available to the Company is sufficient for its present requirements,
that is for at least 12 months from the date of Admission.


It is anticipated that a fundraising exercise will need to be undertaken by the
Company to raise money to finance the development and production of the
Concession.


1.9 CREST


CREST is a paperless settlement procedure enabling securities to be evidenced
otherwise than by a certificate and transferred otherwise than by a written
instrument. The Ordinary Shares have been admitted to CREST. Accordingly,
settlement of transactions in the Ordinary Shares may take place within the
CREST system if the relevant shareholders so wish.


CREST is a voluntary system and holders of Ordinary Shares who wish to receive
and retain share certificates will be able to do so.


1.10 DIRECTORS, EMPLOYEES AND CONSULTANTS SHARE OPTION SCHEME


On the Commencement Date the Company adopted the Share Option Scheme, for which
no application for approval was made to the Inland Revenue. The principal
features of the Share Option Scheme, which is administered by the Board, are set
out in section 5 of Part 5. The scheme is open to Directors of, employees of and
consultants to the Company or any of its subsidiaries from time to time who are
not bound to retire within the period of two years after the date on which the
Board invites such persons to apply for the grant of options.


1.11 REASONS FOR THE ADMISSION


The Company will make an application for the Enlarged Share Capital to be
admitted to trading on AIM. It is a requirement of NPC that receive
consideration for the Acquisition in the form of securities which are tradeable
on an open market. NPC wish to have access through its shareholding in the
Company to the capital markets of the developed economies to enable development
of Southern Sudanese oilfields for the benefit of the people of Southern Sudan.
Admission is also expected to raise the public profile of the Company.


1.12 RISK FACTORS


The risk factors which should be taken into account in assessing the Company's
activities and investment in the Company include, but are not necessarily
limited to, those set out below. Shareholders should carefully consider the
following factors, among others, affecting the proposed activities of the
Company following the conclusion of the Acquisition. The exploration and
development of natural resources is a speculative activity that involves a high
degree of financial risk.


Government and legal risk


Changes in government, monetary policies, taxation and other laws can have a
significant impact on the Company's assets, operations and ultimately the
financial performance of the Company and its securities. Sudan is emerging from
a long period of civil war, and economic sanctions imposed by the United States
currently remain in place. There can be no guarantee that the process of law,
including the enforceability of contracts with the GOSS and NPC, and the
granting of legal title in Southern Sudan will operate as it does in the United
States or the European Union.


The GOSS is a fledgling government that has been formed by people who have been
fighting a long civil war, and they do not have the degree of legal or
commercial infrastructure or sophistication of governments that have been
established for longer periods. It was therefore not possible to negotiate the
degree of detail and precision in the arrangements that would have been normal
in a transaction of this nature, had it been concluded with a more established
government.


The Peace Accord signed on 9 January 2005 refers to the creation of a National
Petroleum Commission on which there will be representatives of the Government of
the Republic of Sudan in Khartoum and the newly autonomous GOSS. As yet the
commission has not been established and therefore it is not possible to predict
how the commission will operate and the effects of this on concessions and
licensing agreements. It is possible that the ability of the GOSS to validly
agree concessions or licences may be subject to challenge. It is also possible
that conflicting claims may arise from parties purporting to have been granted
concessions to Block Ba by the Government of the Republic of Sudan in Khartoum.


As indicated in paragraph 1.3 above within Sudan there is an ongoing process of
negotiating and drafting constitutional and legislative arrangements. There is a
significant degree of uncertainty in regard to the arrangements that are the
subject of the Agreement on Wealth Sharing and related agreements and there is
therefore a risk that this process could adversely affect the Company. Also as
indicated in paragraph 1.3 above, Total SA has indicated that it believes that
it has claims over Block Ba. There may be other parties who will also seek to
make claims over Block Ba. There is a risk that Total SA or other parties may
take legal proceedings against the GOSS, NPC or the Company to enforce such
claims.


Exploration risks


Oil and gas exploration by its nature contains elements of significant risk.
Commercial and successful operations are therefore dependent upon the
acquisition of and the discovery of economically recoverable hydrocarbons,
access to competent operational management and title risk. Adverse weather
conditions over a prolonged period can also adversely affect exploration
activities.


Commodity price risk


The price for oil and gas will depend on available markets at acceptable prices
and transmission and distribution costs. Any substantial decline in the price of
oil or an increase in transmission or distribution costs could have a material
adverse effect on the Company.


Environmental risks


The Company's projects are subject to laws and regulations regarding
environmental matters and the discharge of hazardous waste and materials. The
potential for liability is a risk. Costs may be incurred in environmental
rehabilitation, damage control and losses.


Operational and technical risks


A range of factors may affect the current and future operations of the Company,
including exploration, appraisal and possible production activities, including
start-up risks, geological conditions, limitations on activities due to seasonal
and exceptional weather patterns, alterations to joint venture programmes and
budgets, unanticipated operational and technical difficulties encountered in
seismic survey, drilling and production activities, mechanical failure of
operating plant and equipment, adverse weather conditions, industrial and
environmental accidents, industrial disputes, unavailability of drilling
equipment, unexpected shortages or increases in the costs of consumables, spare
parts, plant and equipment, prevention of access by reason of political unrest,
outbreak of hostilities, inability to obtain consents or approvals, contracting
risk from third parties providing essential services, potential problems in
locating and securing the services in a timely and cost effective fashion of
appropriately skilled employees, consultants or contractors.


Insurance


Insurance of all risks associated with oil and gas exploration and production is
not always available and, where available, the cost can be high. The Company
will endeavour to put in place insurance considered appropriate for the
Company's needs. The Company will not be insured against all possible losses,
either because of the unavailability of cover or because the Directors believe
the premiums are excessive relative to the benefits that would accrue. The
Directors will continue to review the insurance cover in place to ensure that it
is appropriate.


Funding


The Company is dependent on obtaining future equity capital or debt funding
sufficient to continue its exploration and contemplated development, production
and sales and to provide sufficient future working capital. The Company's
ability to raise such funding will vary according to a number of factors
including: the success or otherwise of exploration and the future development of
any hydrocarbons discovered; stock market conditions; oil and gas prices; and
access to pipeline or other facilities required to transport any produced
hydrocarbons to point of sale.


Access to Infrastructure


The Company will require access to processing and transmission facilities
including pipelines in order to commercially exploit any hydrocarbons
discovered. Third party access to such infrastructure may depend on the level of
uncontracted capacity available from time to time. Access to processing plant is
likely to depend on the successful negotiation of commercial arrangements with
the owner of such plant.


1.13 RECOMMENDATION


The Directors consider the Acquisition to be fair and reasonable and in the best
interests of the Company's shareholders and recommend the Company's shareholders
to vote in favour of the resolution to be considered at the EGM, as they have
irrevocably undertaken to do in respect of their holdings of Ordinary Shares.


Yours truly,


PHIL EDMONDS
Chairman


Copies of the circular will be available to the public during normal business
hours on any weekday (excluding public holidays) as follows; from the date of
this document until 27 May 2005 at 4th Floor, Clements House, 14 - 18 Gresham
Street, London, EC2V 7NN and from 31 May 2005 until 31 July 2005 at Millennium
Bridge House, 2 Lambeth Hill, London, EC4V 4AJ.


Enquiries concerning this announcement should be directed to:


Phil Edmonds
White Nile Limited, 18 Upper Brook Street , London, W1K 7PU
Tel: [phone]


Hugo de Salis
St Brides Media & Finance Ltd, 46 Bedford Row, London, WC1R 4LR
Tel: [phone]


Paul Gray or Jeff Ward
Numerica Capital Markets Limited, 66 Wigmore Street, London, W1U 2HQ
Tel: [phone]


                      This information is provided by RNS
            The company news service from the London Stock Exchange