Acquisition

Cubus Lux plc
07 February 2006



                                 Cubus Lux Plc

                        Acquisition of Plava Vala d.o.o
     Placing of 10,250,000 new Ordinary Shares of 1p each at 10p per share
        Admission of the Enlarged Issued Share Capital to trading on AIM

                    Notice of Extraordinary General Meeting

                         Nominated Adviser and Broker:
                               Corporate Synergy

The Company is pleased to announce that it has conditionally agreed to acquire
the entire issued share capital of Plava Vala, which owns a licence to build and
operate a marina under the brand name Olive Island Marina, on the island of
Uglijan, Croatia. The Independent Directors regard the Marina as an additional
fit for the Company's existing business and future strategy of becoming the
pre-eminent tourism and leisure business in Croatia.

The consideration for the Acquisition is to be satisfied by the issue of
35,000,000 new Ordinary Shares at 10 pence per share to the Vendor who shall
hold such shares as trustee on behalf of the Covenantors in equal proportions.
In connection with the Acquisition, the Company is also proposing to raise
£1,025,000 (before expenses) at 10 pence per share pursuant to the Placing, the
proceeds of which will be used to provide the Company with additional working
capital for its existing casinos and to help implement the future strategy of
the Enlarged Group.

The size of Plava Vala in relation to the Company means that the Acquisition is
considered to be a 'reverse takeover' for the purposes of the AIM Rules.
Accordingly, the Acquisition is conditional on the prior approval of the
Shareholders. In addition, Gerhard Huber and Christian Kaiser, who are
shareholders in Cubus, both have a beneficial interest in Plava Vala. Gerhard
Huber and Christian Kaiser are also Executive Chairman and proposed Chief
Operating Officer in Cubus respectively. As such, the Acquisition is a related
party transaction (as defined) under the AIM Rules.

Gerhard Huber, Chairman of Cubus Lux Plc, commented:

'This acquisition and placing sets us on our way to achieving our goal of
becoming the pre-eminent tourist and leisure business in Croatia.  The
additional funds will allow us to develop both this and future marinas as well
driving the existing casino business by carrying out junket marketing
initiatives.  In addition, we have identified further leisure opportunities such
as hotels and golf courses and we have already started work on a proposal to
establish one of the first golf resorts in Croatia.

The influx of visitors from wealthier Western European countries and North
America into Croatia has created enormous demand and we believe that there is a
huge opportunity to develop a substantial tourist and leisure business.'

Cubus Lux Plc
Gerhard Huber, Chairman                                                                     07900 683 683

Corporate Synergy
Oliver Cairns                                                                               020 7448 4400

Threadneedle Communications                                                                 020 7936 9605
Graham Herring/Alex White                                                                   07793 839 024


EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of the Admission Document                                                     6 February 2006
Extraordinary General Meeting                                                  10.30 a.m. on 3 March 2006

Completion of the Acquisition                                                                6 March 2006

Admission effective and commencement of dealings on AIM in the
New Ordinary Shares                                                                          6 March 2006


ADMISSION AND PLACING STATISTICS

Placing Price                                                                                    10 pence

Number of Ordinary Shares currently in issue                                                   22,102,001

Number of Consideration Shares being issued pursuant to the
Acquisition                                                                                    35,000,000

Number of Placing Shares being placed on behalf of the Company                                 10,250,000

Number of Ordinary Shares in issue at Admission                                                67,352,001

Market capitalisation at Admission at the Placing Price                                        £6,735,200




BACKGROUND TO AND REASONS FOR THE ACQUISITION

Cubus currently operates three casinos in Croatia, where it is the second
largest casino operator. Whilst the Directors believe there is further
opportunity for the Company to grow in the casino market in Croatia, they have
felt for some time that the Company needs to expand into other tourism and
leisure sectors. To this end, they have been identifying opportunities to
diversify Cubus' existing business away from casinos in order for the Company to
achieve its goal of being the pre-eminent tourism and leisure business in
Croatia.

On 19 July 2005, Gerhard Huber was appointed Executive Chairman of the Company,
bringing with him 4 years' experience of tourism and leisure in Croatia. He and
Christian Kaiser, the Proposed Director, have been involved with the development
of Plava Vala for 3 years.

Olive Island Marina is situated on the island of Uglijan, approximately 4 miles
from the city of Zadar. Zadar is the capital of Northern Dalmatia and along with
its international airport, it offers numerous restaurants and cafes, cinemas,
theatres, galleries, libraries, museums and sports centres. Zadar is
approximately one and a half hours north of Split by car. A newly built highway
between Split and Zadar opened in summer 2005, further developing the
infrastructure in the region.

The capacity of Olive Island Marina will be approximately 200 berths during an
initial development period, which the Directors believe will become operational
by June 2006. In addition, it is anticipated that another 100 berths (subject to
final approval and planning) will be added by the end of 2007. All the marina
berths will be equipped with modern facilities. Plava Vala has been offered an 8
year term loan facility by Erste & Steiermaerkische Bank d.d. for the purpose of
funding the construction works required to complete the Marina and to refinance
its existing working capital facilities. The Directors believe that upon
acceptance of such loan facility, sufficient funding will be in place (subject
to conditions precedent) to complete the Marina project.

Plava Vala is also co-operating with a Croatian property development company,
Duboko Plavetnilo d.o.o., which is involved in the development of a large
property project on Uglijan to build a resort consisting of 300 apartments, 100
villas and 1 hotel, bringing a total of 2,100 beds. The Directors believe the
Marina will complement the hotel and apartment/villa offering of Duboko
Plavetnilo, as well as being able to generate business through them.

The Independent Directors believe that once fully operational, the Marina will
enhance the results and value of the Enlarged Group.

INFORMATION ON THE GROUP

Background

Cubus d.o.o., a wholly-owned subsidiary of the Company, was originally granted a
10 year concession agreement for organising games of chance in gaming-houses on
20 January 2000. Cubus, following the acquisition of Cubus d.o.o., was admitted
to AIM on 23 August 2004.

The Casinos

Cubus currently has agreements to operate three annual casinos in hotels in
Croatia, covering in aggregate over 16,000 sq ft.

Hotel Histria, Pula

Cubus' first operation was the annual casino operated in the Hotel Histria in
Pula, located at the southern end of the Istrian Peninsula. Hotel Histria is
situated in a good location, raised above the sea coast, only four kilometres
away from the historic centre of Pula. It is open all year round, with 240 rooms
on five floors. The casino, which has recently been refurbished, occupies 7,500
sq ft. and has 60 slot machines and 8 gaming tables. The games offered are
American Roulette, Baccarat, Blackjack, Poker, Punto Banco and Roulette.

Belvedere Hotel, Medulin

The Belvedere Hotel is located in Medulin, also on the Istria Peninsula, and has
450 rooms. This site was opened on 11 September 2004 and operates all year
round. The Belvedere is situated by the coast facing the sea in the small town
of Medulin, ten kilometres away from the centre of Pula. The casino, which
occupies 3,200 sq ft., has 29 slot machines and 7 gaming tables. The games
offered are Blackjack, Electronic Roulette, Poker and Roulette.

Narcis Hotel, Rabac

On 11 July 2005, Cubus announced the opening of its third casino. The third
casino is located in the Narcis Hotel in Rabac, which lies approximately 30
miles north east of Pula. Cubus entered into a 3 year agreement to operate the
casino complex at the Rabac Hotel, with an option for an additional 3 year
extension. The hotel complex has more than 670 rooms and is fully occupied
during the summer season. Adjacent to the hotel is a caravan park with 3,000
camping places. The complex stretches over 200,000 square metres. The casino
occupies 5,900 sq ft. and has 32 slot machines and 6 tables, offering American
Roulette, Blackjack and Poker.

Financial Information

The Company's trading in 2004 was disappointing, as it had not been possible to
increase the level of business at the Company's two existing casinos. For the
six months ending 30 June 2005, the Group reported revenues of £191,000 and a
net loss of £168,000. Revenues were 14 per cent. ahead of the corresponding
period in 2004, but were more than offset by higher expenses, reflecting the
addition of the third casino and the effect of being listed on AIM, resulting in
a doubling of the pre-tax loss. Whilst the results for the six months ended 30
June 2005 seem relatively poor compared to prior year, the Croatian casino
market is a seasonal business and this period historically contains five of the
worst six months of the year. Adjusting for seasonality, the Directors believe
that the Company's results for the six months to 30 June 2005 have been
approximately in line with the prior year.

The Company aims to improve trading through an operational restructuring and by
focussing on developing marketing arrangements with junket operators to bring
high income players into the casinos.

Current trading and prospects

Cubus' casino trading and prospects are subject to Croatian tourism and gaming
results. The  Directors expect an increased traffic of tourism as a result of
improved infrastructure in the region as Croatia becomes an ever more popular
destination resort.

Management has begun aggressively implementing its new marketing strategy, the
success of which the Directors anticipate will be reflected in the gaming
results. The strategy includes the recruitment of a new sales and marketing
manager who will oversee the development of alliances with junket organisers in
Italy, Russia, Israel and the United Kingdom; co-operation with expert tour
operators for other European clientele coming to Croatia; exploring the
possibility of franchising or joint venturing with other local partners; and
other efforts for the domestic market which may include tournaments, and the
conversion of the casino bars into sport bars.

INFORMATION ON PLAVA VALA AND OLIVE ISLAND MARINA

Introduction

Olive Island Marina is situated in Sutomiscica on the island of Ugljan which is
approximately 4  miles from the city of Zadar. The 3,000-year-old city of Zadar
is the capital of Northern Dalmatia and along with its international airport, it
offers numerous restaurants and cafes, cinemas, theatres, galleries, libraries,
museums and sports centres.

Ugljan is considered to be a suburb of Zadar owing to its frequent travel
connections. It is  approximately 30 minutes from Zadar and serviced by regular
ferry lines. Ugljan has a mild and healthy Mediterranean climate, with an
average air temperature from May to October of 22degreesc, and 2,500 sun hours
registered annually.

In September 2004, Plava Vala obtained a concession from the Government of the
Republic of Croatia to build and operate Olive Island Marina. Plava Vala is
currently developing an initial phase with approximately 200 marina berths which
are expected to become operational by June 2006. Additionally, Plava Vala is
also planning to add approximately 100 more berths to the Marina (subject to
approval and planning) in a second phase to be completed towards the end of
2007.

Plava Vala has been offered an 8 year term loan facility by Erste &
Steiermaerkische Bank d.d. for the purpose of inter alia, funding the
construction works required to complete the Olive Island Marina and the
anticipated official opening of Olive Island Marina is scheduled for May 2006,
in time for the peak tourist season.

All the marina berths will be equipped with modern facilities. Olive Island
Marina will be open the whole year and will initially provide the following
range of services;

• reception;
• restaurant;
• bar;
• swimming pool;
• grocery shop;
• chandlery;
• repair facilities, including a mobile hoist;
• wireless LAN internet access;
• web cam surveillance system; and
• direct private ferry to/from Zadar city.

Market background

There are currently 48 marinas with concessions in Croatia, with a total of
approximately 15,780 berths available for rent. The majority of these marinas
are owned by the state controlled company, ACI Marinas, and many have
sub-standard facilities. The Directors believe that there are currently
approximately 4 marinas in Croatia which have international standard facilities.
By developing the Marina to this standard, the Company is aiming to attract
higher spend customers with larger and better quality boats. In turn, the
Directors believe this will help develop the Marina as an entertainment venue
for tourists.

Owing to the beautiful Croatian coastline, sailing is currently one of the most
attractive and prosperous forms of Croatian tourism. The number of tourist
arrivals and nights spent in nautical ports has been steadily growing over the
past years. In 2003, the number of tourists in marinas rose by 11 per cent. and
the number of overnight stays increased by 14 per cent. compared to the previous
year. 2004 showed an increase of 13 per cent. in tourist arrivals and 12 per
cent. in overnight stays. Nautical tourists accounted for 9 per cent. Of the
total number of tourists visiting Croatia in 2004 (source: Central Bureau of
Statistics).

Among the 140 operating charter companies, turnover is believed to have
increased by 30 per cent. Between 2003 and 2004. Within Croatia, the county of
Zadar has posted the strongest growth rate in tourist overnight stays in
nautical ports in 2004, and has shown an increase of 50 per cent. from 2003 in
the total number of tourists visiting its ports (source: Central Bureau of
Statistics).

Key Strengths

The Independent Directors believe the Marina has the following key strengths:

• The Marina will have international standard marina facilities which are
scarcely available in Croatia;

• The Marina will have a wide range of facilities such as restaurants, bars and
a swimming pool, enabling a full provision of services;

• Berth rental revenue will be paid in advance for the entire year for annual
leases. This allows the Marina to achieve substantial additional revenue from
secondary rental of annually rented, but unused, berths;

• Plava Vala has obtained a 32 year concession from the Government to operate
the Marina;

• Many of the marinas in Croatia are oversubscribed. For example, the marina in
Pula, which is vastly inferior in terms of facilities to the proposals at Olive
Island Marina, has a minimum five year waiting list to secure an annual berth;
and

• The Marina already has a management team experienced in marine and business
activities in Croatia.

Financial record, current trading and future prospects

The Marina is due to begin operating in May 2006 and the Independent Directors
are confident of its prospects for its first season in operation. Upon
acceptance and full drawdown of the loan facility offered by Erste &
Steiermaerkische Bank d.d., no further funds from the Company should be required
to complete the construction of the Marina and to bring the Marina to the
operational stage.

The Marina has received a substantial number of enquiries for annual bookings
over the past 8 months, without having incurred large marketing expenses. Formal
marketing for the Marina's business commenced during the Dusseldorf Boat Show in
January 2006.

In order to increase the awareness of the Marina within the boating community,
28 sea berths with buoys were installed within the area of the Marina concession
over the summer of 2005. These buoys have had a utilisation rate of
approximately 30 per cent. throughout the summer which was in line with the
Directors' and the Proposed Director's expectations, considering that no
specific marketing was undertaken and there are currently no facilities at the
site.

FUTURE STRATEGY

Cubus' strategy is to become the pre-eminent tourist and leisure business in
Croatia. The Directors intend to achieve this through:

• the development of the existing and future marinas;

• undertaking junket marketing initiatives to increase the profitability of the
Company's casinos, which if successful, will lead to the opening of further
casinos in the future; and

• identifying other leisure opportunities such as hotels and golf courses. The
Directors have already begun to work on a proposal to establish one of the first
golf resorts in Croatia. A 220 hectare site has been identified and the
Directors anticipate the expected project will encompass two 18 hole golf
courses, a village with approximately 300 apartments and 100 golf chalets and a
hotel with approximately 300 room. Approximately €400,000 of the proceeds of the
Placing will be used to progress the development of this golf resort.

The Directors and the Proposed Director believe that their collective experience
in the tourist and leisure industry, combined with skills in the areas of
finance and management, provide a solid platform to implement the Company's
business strategy successfully.

DETAILS OF THE ACQUISITION

The Company has conditionally agreed to acquire the entire issued share capital
of Plava Vala pursuant to the Acquisition Agreement.

The consideration for the Acquisition is to be satisfied by the issue, credited
as fully paid, of 35,000,000 new Ordinary Shares at 10 pence per share to the
Vendor.

The Independent Directors have received two independent reports addressing the
valuation of Plava Vala and believe the consideration payable is fair and
reasonable.

The Consideration Shares will rank pari passu in all respects with the Existing
Ordinary Shares.

The size of Plava Vala in relation to the Company means that the Acquisition is
considered to be a 'reverse takeover' for the purposes of the AIM Rules.
Accordingly, the Acquisition is conditional on the prior approval of the
Shareholders. In addition, Gerhard Huber and Christian Kaiser, who are
shareholders in Cubus, both have a beneficial interest in Plava Vala. Gerhard
Huber and Christian Kaiser are also Executive Chairman and proposed Chief
Operating Officer in Cubus respectively. As such, the Acquisition is a related
party transaction (as defined) under the AIM Rules.

The Acquisition is conditional, inter alia, on:

• the passing at the EGM of Resolution 4, details of which can be found below;

• the Placing Agreement becoming unconditional (save for Admission) and not
having been terminated in accordance with its terms prior to Admission; and

• Admission.

DIRECTORS

Brief biographical details of the Directors and the Proposed Director are set
out below.

Directors and Proposed Director:

Gerhard Huber (46), Executive Chairman

Gerhard Huber graduated with a JD from law school at the University of Salzburg
and degree in business administration from the University of Vienna, both in
Austria. He then joined the Management Consulting department of KPMG, now
Bearing Point, working in the Frankfurt, Tokyo, New York and Paris offices,
focusing on retail and investment banking. In 1991 he became chief operating
officer of Bankhaus Maffei & Co, a private banking subsidiary of Bayerische
Hypo-und Wechselbank in Munich, the then second largest bank in Germany. Working
in the Hypo-Group he established DAB Bank, Europe's first discount broker
trading at the Frankfurt stock exchange. In 1995 he moved to London to head up
Fidelity Brokerage's European retail and financial intermediary unit. A founder
of enba plc, the European internet bank, he served as its chairman and chief
executive officer until the sale to Banco Bilbao Vizcaya Argentaria, S.A. in
2000. Since then he has been involved in Croatian real estate projects as well
as in various early stage investments.

Michael Janssen (39), Non-Executive Director

Michael was co-founder of Brokat AG, a software company in the area of online
financial services, and acted as its chief financial officer from 1996 until
2001. Within Brokat he arranged the company's financing and was responsible for
the execution of several venture capital transactions. He also was responsible
for the company's IPO on the Neuer Markt and for its listing on NASDAQ. In 2002
Michael founded Auxell GmbH, a private equity investment and consulting firm.
Auxell invests, together with international partners, in early stage private
companies. Michael is an Associate Partner of the European Venture Capital Firm
Mangrove Capital Partners, based in Luxembourg. He also acts as a General
Partner for MEGU Capital, Ireland.

Leon Nahon (67), Non-Executive Director

Mr Nahon qualified as a Chartered Accountant in 1961 and after working for two
other firms, he was admitted as a partner of Levy Gee in 1967. He helped to grow
Levy Gee from a 10-person practice to a top 20 accounting practice in the United
Kingdom. In 1980 he was appointed a director of the International Group of
Accounting Firms and was subsequently President for three years. He was also
senior partner of Levy Gee from 1995 to 2001. He has had significant experience
in the gaming industry throughout his career. He works at Vantis Numerica LLP
and will oversee the financial affairs of the Enlarged Group until the
appointment of a Finance Director.

Eli Abramovich (41), Non-Executive Director

Mr Abramovich is the founder and Chairman of the UK magazine 'Casino World
Magazine'. He has over 20 years of experience in gaming operations and from 1992
to 1998, he was employed by Valo Management as operations director supervising
casinos in Eastern Europe, Africa and Turkey. From 1988 to 1996, he was employed
by three different casinos in Turkey as marketing director and general manager.
Since 1999, he has also acted as a consultant to land based and online casinos.

Haggai Ravid (45), Non-Executive Director

Mr Ravid is a managing partner with Cukierman & Co, an investment banking firm
based in Tel Aviv, Israel and has several years experience in investment banking
and international activities. From 1999 to 2003, he was a partner at MBI
Partners, an investment banking firm. From 1993 to 1999, Mr Ravid acted through
Twin Triangle Financial Group, in Beverly Hills, California, where he provided
assistance to hi-tech companies. From 1990 to 1993, he was employed by Bank
Leumi in Los Angeles as a banking officer and a member of the credit committee.

Christian Kaiser (43), Proposed Chief Operating Officer

Mr Kaiser has an MA from Vienna University and received a Rotary International
scholarship to attend Hong Kong University's MBA program. Following this, he set
up the office of a unit trust administration company in Hong Kong. He later
joined Bank Austria to head up their global project and structured finance
practice. After this, he became Head of New Business Development for Fidelity
Brokerage where he was responsible for the expansion of the direct brokerage
business into Europe. One of the original founders of enba plc and responsible
there for the European business, he most recently was chief executive officer of
factor-e plc. factor-e plc was the technology company of the enba group of
companies responsible for the development and distribution of Customer Service
Management (CSM) software and secure e-mail applications as well as e-banking
and e-brokerage applications. Christian currently is involved in private equity
investments in the technology, property and leisure industries. He is also a
beneficial owner of Plava Vala d.o.o.. Following Admission, Christian will
become Chief Operating Officer of the Enlarged Group.

Current directorships/partnerships:
Bancorp Plc (Dublin, Ireland)
enba Brokers Ltd (Dublin, Ireland)
factor-e plc (Dublin, Ireland)
first-e Group plc (Dublin, Ireland)
TracTechnology ab (Sweden)

Past directorships/partnerships:
Phoenix Holdings Investment Ltd
(Jersey, Channel Islands)

Regarding disclosures for Christian Kaiser no further details are required as
per Schedule 4 of the AIM Rules.

DETAILS OF THE PLACING

The Company is proposing to raise £1,025,000 (before expenses) by way of a
conditional placing of 10,250,000 new Ordinary Shares at 10 pence per share by
Corporate Synergy. The Placing Shares will represent approximately 15.97 per
cent. of the Enlarged Share Capital at Admission.

The Placing is not underwritten. The Placing Shares are or will be in registered
form and will, when issued and fully paid, rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive all dividends and
other distributions thereafter declared, made or paid on the Ordinary Shares.

The Placing Shares have not been marketed in whole or in part to the public in
conjunction with the application for Admission.

Leon Nahon has indirectly subscribed for 500,000 Placing Shares in aggregate.

The proceeds of the Placing will be used to provide additional working capital
for the existing casinos and  to help implement the future strategy of the
Enlarged Group.

The Placing is conditional on, inter alia:

• the passing of the Resolutions;

• the Acquisition Agreement and the Placing Agreement each becoming
unconditional (save for any condition relating to Admission) and not being
terminated in accordance with their respective terms prior to Admission; and

• Admission occurring no later than 8.00 a.m. on 6 March 2006 (or such later
time and/or date, being not later than 3.00 p.m. on 31 March 2006, as Corporate
Synergy and the Company may agree).

ADMISSION TO AIM

Application will be made to the London Stock Exchange for all of the Existing
Ordinary Shares, the Placing Shares and the Consideration Shares to be admitted
to trading on AIM. Admission is expected to become effective and trading in the
Ordinary Shares is expected to commence on 6 March 2006.

EXTRAORDINARY GENERAL MEETING

In view of its size, the Acquisition is conditional on the approval of
Shareholders. The EGM will be held at the offices of Speechly Bircham, 6 St
Andrew Street, London EC4A 3LX, at 10.30 a.m. on 3 March 2006, at which
resolutions will be proposed to:

1.      increase the authorised share capital of the Company in order to provide
sufficient authorised share capital for, inter alia, the Placing and the
Acquisition;

2.      grant the Directors and Proposed Director authority to allot Ordinary
Shares pursuant to section 80 of the Act in connection with the Acquisition, the
Placing and generally;

3.      dis-apply statutory pre-emption rights upon the issue of Ordinary Shares
for cash pursuant to the Placing and up to an aggregate nominal amount of
£500,000;

4.      approve the proposed Acquisition for the purposes of the AIM Rules; and

5.      adopt new articles of association for the Company.

Copies of the Admission Document will be available for inspection during normal
business hours on any weekday (Saturdays and public holidays excepted) at the
registered office of the Company and at the offices of Speechly Bircham at the
address above.

RECOMMENDATION

The Independent Directors, who have been advised by Corporate Synergy, consider
the Proposals to be fair and reasonable and in the best interests of the Company
and the Shareholders as a whole. In providing advice to the Independent
Directors, Corporate Synergy has taken account of the Directors' commercial
assessments.

The Acquisition constitutes a related party transaction for the purposes of the
AIM Rules.  The Independent Directors, having consulted with Corporate Synergy,
consider that the terms of the Acquisition are fair and reasonable insofar as
the Shareholders are concerned.

DEFINITIONS AND GLOSSARY


The following definitions apply throughout this announcement, unless the context
requires otherwise:

'Acquisition'                    the proposed acquisition by the Company of 
                                 Plava Vala pursuant to the Acquisition 
                                 Agreement

'Acquisition Agreement'          the conditional agreement dated 6 February 2006 
                                 between the Vendor (1), Cubus (2) and the 
                                 Covenantors (3) relating to the Acquisition

'Act'                            the Companies Act 1985, as amended

'Admission'                      admission of the Enlarged Share Capital to 
                                 trading on AIM becoming effective in accordance 
                                 with Rule 6 of the AIM Rules

'AIM'                            the market of that name operated by the London 
                                 Stock Exchange

'AIM Rules'                      the rules governing the admission to, and 
                                 operation of, AIM published by the London Stock 
                                 Exchange, as amended from time to time

'Board'                          the board of directors of the Company for the 
                                 time being, including a duly constituted 
                                 committee of the Board

'Company' or 'Cubus'             Cubus Lux Plc

'Consideration Shares'           the 35,000,000 new Ordinary Shares
                                 proposed to be issued pursuant to the 
                                 Acquisition

'Corporate Synergy'              Corporate Synergy Plc, nominated adviser and 
                                 broker to the Company

'Covenantors'                    Gerhard Huber, Christian Kaiser and Milan Kotur

'CREST'                          the computer based system and procedures which 
                                 enable title to securities to be evidenced and 
                                 transferred without a written instrument and 
                                 which is operated by CRESTCo

'Cubus d.o.o.'                   Cubus Lux d.o.o., a company duly incorporated 
                                 and existing under the laws of the Republic of 
                                 Croatia and the principal operating subsidiary 
                                 of the Company

'Enlarged Group'                 the Company and its subsidiaries following 
                                 completion of the Acquisition

'Enlarged Share Capital'         the issued share capital of the Company at 
                                 Admission as enlarged following completion of 
                                 each of the Acquisition and the Placing

'Existing Ordinary Shares'       the 22,102,001 Ordinary Shares in issue at the 
                                 date of this document

'Form of Proxy'                  the form of proxy enclosed with this document 
                                 for use by Shareholders in connection with the 
                                 EGM

'Gaming Licence'                 the gaming concession awarded by the Government 
                                 of the Republic of Croatia to Cubus d.o.o. on 
                                 30 December 1999 and the concession agreements 
                                 entered into by and between the Ministry of
                                 Finance of the Republic of Croatia and (i) 
                                 Cubus d.o.o on 20 January 2000 with annexures 
                                 thereto dated 24 November 2003 and 8 September 
                                 2004 (Hotel Histria) and (ii) Cubus d.o.o dated 
                                 8 September 2004 (Hotel Belvedere) and (iii) 
                                 Cubus d.o.o dated 29 June 2005 with annex 
                                 thereto dated 18 July 2005 (Hotel Narcis)

'Group'                          the Company and its subsidiaries

'HRK'                            Kuna, the lawful currency of The Republic of 
                                 Croatia

'Independent Directors'          Michael Janssen, Leon Nahon, Eli Abramovich and 
                                 Haggai Ravid

'London Stock Exchange'          London Stock Exchange plc

'Marina Licence'                 the resolution of the Government of the 
                                 Republic of Croatia on Grant of Concession of 
                                 the Maritime Property with Purpose of 
                                 Construction and Commercial Utilisation of the 
                                 Port of Special Purpose - Port of Nautical 
                                 Tourism Sutomivs'cica dated 2 September, 2004
                                 (Official Gazette of the Republic of Croatia 
                                 No. 126/04)

'New Ordinary Shares'            the Consideration Shares and the Placing Shares

'Official List'                  the list maintained by the Financial Services 
                                 Authority

'Olive Island Marina' or         the yachting marina to be constructed on the
'Marina'                         Property and operated by the Company under the 
                                 brand name of 'Olive Island Marina'

'Ordinary Shares'                ordinary shares of 1p each in the capital of 
                                 the Company

'Placing'                        the conditional placing by Corporate Synergy on 
                                 behalf of the Company of the Placing Shares 
                                 pursuant to the Placing Agreement

'Placing Agreement'              the conditional agreement dated 6 February 2006 
                                 between the Company (1), the Directors and the 
                                 Proposed Director (2), and Corporate Synergy 
                                 (3) relating to the Placing

'Placing Price'                  10p per share, being the price at which each 
                                 Placing Share is to be issued

'Placing Shares'                 the 10,250,000 new Ordinary Shares which are to 
                                 be issued pursuant to the Placing

'Plava Vala'                     Plava Vala d.o.o., a company duly incorporated 
                                 and existing under the laws of the Republic of 
                                 Croatia under centralised number 110002242, 
                                 whose registered office is at Obala kneza 
                                 Trpimira 33, HR-23 000 Zadar, Republic of 
                                 Croatia

'Property'                       the land plot no. 7653/1 entered with the Land 
                                 Registry sheet no. 577 of Cadastal 
                                 Municipality, Sutomivs' cica, Island of 
                                 Uglijan, Croatia

'Proposals'                      the Acquisition, the Placing and Admission

'Proposed Director'              Christian Kaiser

'Registrars'                     Capita IRG Plc

'Regulations'                    the Uncertificated Securities Regulations 2001 
                                 (SI 2001/3755)

'Resolutions'                    the resolutions of the Company set out in the 
                                 Notice of Extraordinary General Meeting at the 
                                 end of this document

'Shareholders'                   holders of Ordinary Shares

'UK' or 'United Kingdom'         the United Kingdom of Great Britain
                                 and Northern Ireland

'Vendor'                         Milan Kotur







                                    - ends -










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