Clearance by Takeover Panel

White Nile Limited
19 May 2005


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


               White Nile Limited ('White Nile' or 'the Company')
                         'Clearance by Takeover Panel'


In 2004, the prospective Government of Southern Sudan ('GOSS') granted its
national oil company, Nile Petroleum Corporation Limited ('NPC'), a concession
to explore and develop hydrocarbon interests in Block Ba, which contains part of
the Muglad basin in Southern Sudan ('the Concession').  It has previously been
announced that White Nile is to acquire an interest in the Concession ('the
Acquisition').  Full details of the Acquisition are included in the circular to
the shareholders of White Nile which will be despatched on 19 May 2005.  The
Acquisition is subject to the approval of shareholders at an Extraordinary
General Meeting to be held on 16 June 2005.

Under the terms of the Acquisition, the Company is entitled to 60% of the gross
revenues generated from the Concession 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%.

In consideration for the Acquisition, GOSS via NPC will receive 155,000,000
ordinary shares of 0.1p each in the Company ('the NPC Shares') which will
represent 50% of the enlarged share capital of White Nile.  NPC will also have
the right to appoint two members to the board of White Nile and as the holder of
50% of White Nile's share capital could potentially dictate the future
composition of the Board and the direction of the Company.  NPC will also have
an option to transfer its remaining interest in the Concession to White Nile in
return for the issue of a further 206,666,667 ordinary shares in the Company ('
the NPC Option Shares') such that, depending on the timing of further equity
fundraising by White Nile, NPC's holding could rise to 70%.  If NPC exercises
this option it will have the right to appoint a further director to the board.

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
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 Limited, 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.

The directors have received irrevocable undertakings from shareholders
representing more than 99% of the issued share capital of the company to vote in
favour of the resolution approving the Acquisition.  Once the Acquisition is
completed 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 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.

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.

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 requirement for a general offer will normally be waived if the independent
shareholders pass a resolution ('a whitewash resolution') approving such a
waiver.  The Takeover 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 shareholders.  The directors have received irrevocable
undertakings of this nature from independent shareholders representing more than
50% of the shares of the Company and accordingly the Takeover Panel has waived
the requirement for a general offer to be made by NPC 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.


                                  * * ENDS * *


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]


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