Acquisition of Hydrocarbon & Gold Properties
Celtic Resources Holdings PLC
14 March 2000
CELTIC RESOURCES PLC
Celtic Announces Terms for the Acquisition of Hydrocarbon and Gold Properties
in Kazakhstan and U.K.
Celtic Resources Holdings Plc ('Celtic') is pleased to announce that it has
agreed terms for the acquisition of a further interest in a North Sea gas
field. In addition, Celtic has agreed terms for the acquisition, subject to
contract, further due diligence and to shareholder approval, as a related
party transaction, of certain oil, gold and other mineral interests in
Kazakhstan from companies associated with Kevin Foo, Celtic's Managing
Director.
Hydrocarbons
Millennium Oil & Gas ('Millennium')
Millennium's main asset is an 80% interest in an exploration and production
license for the Tamdykol Oil deposit in Aktyubinsk Oblast ('Tamdykol'), in
northwest Kazakhstan.The remaining 20% of the license is held by local
partners.
Tamdykol is a shallow field, about 150 m below the surface and located above a
salt dome, which has produced limited quantities of oil from surface wells for
more than sixty years, but the field has never been extensively developed.
There are 12 wells which have been drilled in the last ten years, four of
which are capable of being re-perforated at low cost. Recoverable reserves,
based on drilling and seismic surveys by the Kazakhstan Government authorities
are approximately 5 million barrels and a report prepared by Quad Engineering
Ltd., an independent London-based professional engineering company confirmed
this estimate.
Celtic's Board believes that there is a reasonable probability that Tamdykol
can be brought into production within six months. Initial production rates are
expected to be about 200 barrels per day.
Consideration for the acquisition of the entire share capital of Millennium is
expected to be 5,095,500 newly issued shares, which, at the market price on
March 10, 2000, amounts to Stg£636,940. The owners of Millennium have agreed
that they would provide irrevocable commitments to hold these shares for at
least 6 months. Kevin Foo, Celtic's Managing Director, is interested in one
third of the shares of Millennium. The proposed acquisition of Millennium is
subject to shareholder approval and a circular to shareholders and notice of
an extraordinary general meeting is to be prepared shortly in this regard.
The Mustang Oil Properties
Celtic presently holds a 10% working interest in two exploration licenses in
gas fields in the North Sea, P838(Block 44/27c), P848(Block 49/2c), with the
remaining 90% held by Mustang Oil Limited, a privately owned UK oil and gas
exploration company. Celtic has agreed to issue 1,664,000 ordinary shares to
Mustang, which at the market price on March 10, 2000 amounts to Stg£208,000
to:
* Reimburse Mustang for certain exploration costs amounting to Stg£104,000
which it has been funding on Celtic's behalf; and
* To acquire a further 10% interest in the licences at the same notional
price.
The company intends to develop its hydrocarbon interests as opportunistically
as possible, in the medium term, with a view to creating value either directly
in Celtic, through cash flow to support other activities, or in a subsidiary
as a vehicle which can be sold or listed separately.
The Board regards hydrocarbons as an adjunct to, and not as a distraction
from, Celtic's mainstream gold and base metal activities.
Gold and Base Metal Properties
Dabney Industries Corporation ('Dabney') has interests in several gold and
base metal properties in Kazakhstan. These include:
* Suzdal, a gold mine with proven and probable reserves of over 1.8
million ounces of gold, which has been in operation since November 1999
and has planned production of 56,000 ounces in 2000. Dabney controls
15% of Suzdal through the operating company Alel; the other shareholders
are Danae Resources NL (35%), an Australian listed subsidiary of
Multiplex Constructions, a large Australian construction company and
local partners (50%). Dabney manages the project on behalf of the
shareholders.
* Auliye, a gold property where certain exploration and drilling has been
carried out. Dabney controls 74.25%; Iscor Ltd., the South African
mining house controls 15.75% and the remainder is with local partners.
* Abyz, a gold and base metal property, with a probable resource of 9.1
million tonnes at 4.3 g/t Au (1.25 million ounces), 41 g/t Ag, 1.36% Cu
and 3.57% Zn, where Dabney has an option from Goldbelt Resources Limited
to acquire 60%. Iscor also has an option position on this property
through an arrangement with Dabney.
* Kentau, another polymetallic property where preliminary work has been
completed by Normandy La Source who spent $6 million from 1997 to 1999.
More than 28 gold and base metal deposits have been identified. Dabney
now controls 100% of this property.
* Baygustam and Beriosky, two late stage exploration copper properties in
Central Kazakhstan controlled 55% by Dabney.
The proposed acquisition of Dabney, which, as a related party transaction, is
subject to Shareholder approval, would bring to Celtic an opportunity to
substantially increase its asset base and diversify its holdings in Central
Asia and Russia in three ways:
* Geographic balance.
* Resources balance between gold and base metals.
* Production balance between properties with existing production such as
Suzdal; near term production such as Nezhdaninskoye, and advanced
exploration properties such as Abyz.
In addition, this would bring Dabney's highly experienced and successful
project teams to Celtic for management of Nezhdaninskoye.
The proposed acquisition of the entire share capital of Dabney is also subject
to further due diligence, independent valuations, regulatory and Shareholder
approval. Consideration for the acquisition of Dabney is expected to comprise
15,286,000 million newly issued shares, which at the market price on March 10,
2000, amounts to Stg 1,910,800 and warrants to acquire a further 3,000,000
shares with an exercise price of Stg 15.63 pence which is 125% of the
acquisition price. Dabney's owners have also agreed to a lockup period
similar to that of Millennium. Kevin Foo, Celtic's Managing Director is also
interested in one third of the shares of Dabney.
Dr. Oliver Waldron, Chairman of Celtic said today that 'the proposed
acquisitions represent exciting and important steps toward our overall
intention of building Celtic Resources into a substantial resources company
focused on Central Asia and Russia'.
14 March, 2000