CELTIC RESOURCES HOLDINGS PLC
7 October 1999
CELTIC RESOURCES HOLDINGS PLC ('Celtic'):
EXTRAORDINARY GENERAL MEETING ('EGM')
TO APPROVE DRAGON OIL PLC ('Dragon') LOAN AGREEMENT
AND PROPOSED NEW DIRECTORS
Celtic today announced that it has sent a Circular to shareholders giving
details of an EGM called for 30 October, 1999 required to approve the
following;
* A Supplemental Loan Agreement with Dragon, enabling Celtic to convert
its outstanding loans to Dragon into 'A' Preference Shares of Celtic
* Alteration to the Articles of Association in respect of the 'A'
Preference Shares
* Appointment of new Directors, conditional on the completion of the
subscription of Ordinary Shares of Celtic by Redhaven Limited
('Redhaven'), a UK investment group, in the amount of IR£260,000 for 13
million new Ordinary Shares at par (IR2p).
The Supplemental Loan Agreement with Dragon and the related Alteration to the
Articles of Association were first announced in May 1999 and were covered in
detail in the Annual Report published on 29 June, 1999. Under the Rules of
the Irish Stock Exchange the arrangements with Dragon require shareholder
approval and this is now being sought.
As previously announced, Redhaven has partly paid for 8.5 million Ordinary
Shares of Celtic and under the terms of the agreement is expected to complete
its subscription for these Ordinary Shares and for an additional 4.5 million
Ordinary Shares shortly. The arrangements with Redhaven provide that on
completion, the Redhaven investors will be represented on Celtic's board by
Kevin Foo and Michael Kaufman. Again under the rules of the Irish Stock
Exchange such appointments of Directors require approval of shareholders. The
Company has therefore taken the opportunity to propose resolutions at the same
EGM to approve the appointments, subject to completion of the Redhaven
subscription.
Kevin Foo, an Australian mining engineer, has been involved in a number of
gold mine developments in Kazakstan; he is currently engaged in the
commissioning of the Suzdal goldmine in Northeast Kazakstan, where first
production is expected next month. He will serve as Managing Director of
Celtic. Michael Kaufman is an experienced corporate financier and will serve
as a non-executive Director of Celtic.
Assuming the conditions are satisfied, Messrs. Foo and Kaufman will replace
Sean Finlay and Kevin Kenny as Directors of Celtic. Sean Finlay will continue
to serve as Company Secretary. Celtic's Chairman, Dr Oliver Waldron said; ' I
note the significant contribution of Kevin Kenny and Sean Finlay to Celtic
particularly over the last difficult year for the Company. I anticipate that
when the Redhaven subscription is completed, the Company will be in a position
to provide new impetus to its gold mine project at Nezhdaninskoye in the
Russian Far East'.
For further information, please contact :
Sean Finlay (Celtic) + 353 1 6611245
Hugh McCutcheon (Davy Stockbrokers) + 353 1 6796363
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