Interests of Directors

Celtic Resources Holdings PLC
15 April 2002

                         Celtic Resources Holdings Plc


             Notification of Changes in the Interests of Directors


Celtic Resources Holdings Plc ("Celtic" or "the Company") hereby notifies the
changes in directors' interests in the Ordinary Shares (nominal value €0.025
each) in the Company following the exercise of warrants.

Directors exercise warrants to increase their investments in shares


The company recently made an offer to all 10p warrant holders to consider an
early exercising of their warrants, which have an exercise date of 31 December,
2002. The company is pleased to announce that acceptance of the offer has been
over 80% and that all Directors holding such warrants have agreed to exercise
them now. As a result of this offer, the company has raised £stg685,979 net of
expenses.


Directors who have exercised warrants are:


  •     Euan Worthington, Executive Director, has exercised warrants
        issued in July 2001 over 93,750 Ordinary Shares at Stg10p and now holds
        536,250 Ordinary Shares representing 0.33% of the current issued share
        capital of the Company. Subject to shareholder approval at the next
        general meeting of the Company, Mr. Worthington will be granted warrants
        over 46,875 Ordinary Shares exercisable at Stg20p valid until 31
        December 2003.



  • Michael Palmer, Finance Director, is interested in warrants exercised over
    56,250 Ordinary Shares at Stg10p. This brings his total interest in Ordinary
    Shares to 1,830,689 representing 1.13% of the current issued share capital
    of the Company. In addition, Mr. Palmer continues to hold warrants over
    35,461 Ordinary Shares exercisable at Stg15p per share, which expire on 31st
    December, 2002. Subject to shareholder approval at the next general meeting
    of the Company, Mr. Palmer will be granted warrants over 28,125 Ordinary
    Shares exercisable at Stg20p valid until 31 December 2003. Of the Ordinary
    Shares in which Mr. Palmer is interested, 1,500,000 are held in the name of
    Pershing Keen Nominees and the balance of Ordinary Shares and warrants are
    registered in the name of Gnomees Limited.


  • H J Resources Limited, a company in which Kevin Foo has an interest, has
    exercised warrants issued in July 2001 over 6,250 Ordinary Shares at Stg10p
    and now holds 21,977,575 Ordinary Shares representing 13.55% of the current
    issued share capital of the Company. Subject to shareholder approval at the
    next general meeting of the Company, H J Resources Limited will be granted
    warrants over 3,125 Ordinary Shares exercisable at Stg20p valid until 31
    December 2003. In addition Mr. Foo continues to have an interest in warrants
    over 3,066,636 Ordinary Shares, of which 3,000,000 exercisable at Stg15.63p
    per share expire on 30th June, 2003 and 60,386 exercisable at Stg15p per
    share expire on 31st December, 2002.

For more information please contact:


Kevin Foo / Claire Bolton

Celtic Resources Holdings Plc

Tel: + 44 (0) 20 7593 0001

[e-mail]




Eugenee Mulhern,

Davy Corporate Finance Ltd

Tel: + 353 1 679 6363

[e-mail]


www.celticresources.com


15 April, 2002



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