Acquisition

Ovoca Gold PLC
18 April 2006

                   Ovoca Gold plc ('Ovoca' or the 'Company')


                              Acquisition of Ayax


Ovoca is pleased to announce that it has signed a conditional acquisition
agreement to acquire a 74% interest in CJSC Ayax Prospectors Artel company ('
Ayax') ('the 'Acquisition') from the Shareholders of Ayax ('New Shareholders').
Ayax owns a 100% interest in the Goltsovoye deposit, a silver deposit located in
the district of Omsukchan in the Magadan Oblast, north east Russia.


As consideration for the Acquisition, Ovoca will issue 110,001,518 new ordinary
shares of €0.025 each ('Ordinary Shares') (the 'Acquisition Shares') and will
make a cash payment of US$1 million within six months of the execution of the
Ayax Acquisition Agreement.  The Acquisition Shares will represent approximately
44.3% of the Company's enlarged issued share capital.  The Acquisition is
conditional, inter alia, on Mr Leonid Pavlovich Skoptsov, Mr Yuri Ivanovich
Radchenko and Mr Mikhail Alexandrovich Mogutov, being the principal shareholders
in Ayax, being appointed to the Board of the Company and Dr Barrie Oakes, Mr
Roger Turner, Mr Guido Pas, Mr Danesh Varma and Mr Rowan Maule being appointed
to the Board of Ayax.


Upon completion of the Ayax Acquisition Agreement, Ovoca will enter into a
conditional option agreement that gives Ovoca the right, but not the obligation,
to acquire the remaining 26% interest in Ayax at any time between the first and
second anniversary of the date of completion of the acquisition agreement (the '
Option').  The exercise price for the Option is 43,007,250 new Ordinary Shares
('Option Shares') or a cash payment of US$5 million if the market value of the
Option Shares is less than US$5 million at the time of exercise of the Option.


In addition, Davy has been appointed Nominated Adviser to the Company effective
immediately.


Information on Ayax.

Ayax, a registered Russian Closed Joint Stock Company formed in 2002, owns a
100% interest in the Goltsovoye deposit.  The Goltsovoye deposit is part of the
'Pestrinskiy Ore Cluster' which covers an area of 640 km2 and forms the southern
flank of the 'Dukat Ore District'.  The Goltsovoye deposit is accessible by a
good all-weather road and is 69 km from the regional administrative centre of
Omsukchan, and Bema Gold Corporation's Julietta Mine is situated nearby to the
south. The Goltsovoye deposit was first discovered in the 1980s following the
commissioning of the Dukat Silver Mine, which is located to the north west of
the Goltsovoye deposit.  Ayax obtained a mining license for the Goltsovoye
silver deposit in September 2002. The licence renewal date is in 2012 after
which Ayax retains a right of extension, provided Ayax has met all of its
licence obligations.


Ovoca and GBM Consultant Engineers Contractors ('GBM') have completed a study of
the resources, mining methods, mineable reserves, processing and infrastructure
as well as capital and operating costs estimates for a 260,000 tonne a year
underground mine, with a 10 year mine life at the Goltsovoye deposit.
Considerable metallurgical testwork has already been completed by Ayax, and GBM
has carried out a detailed evaluation of the work done and have advised on a
mine and process plant design. Source data has been taken from a previously
completed Russian study prepared by the Institutes VNII-I-Magadan and TsNIGRI
(Moscow) and JSC NBL-Gold, independent metallurgical and engineering
consultants.


Micon International has completed a study of the information provided by Ajax
and the study by Ovoca and GBM and submitted an independent competent persons'
report which concludes: 'Micon considers that the Goltsovoye project represents
a good opportunity to develop a significant silver producer in a highly
prospective and established mining region of Russia'.


Denton Wilde Sapte in Moscow and Deloitte & Touche in Moscow have completed
legal and financial due diligence (respectively) on Ayax for Ovoca.


Goltsovoye is an advanced stage project with C1 and C2 resources, in accordance
with Russian geological estimation standards. These have been determined based
on extensive drilling and underground exploration development conducted by the
Dukat Geological Expedition and was approved by the Soviet State Committee for
Reserves (GKZ) in 1987 at a cut-off grade of 50 grammes per tonne silver. A
recalculation of the resources at various cut off grades has been completed by
Ayax and Ovoca and a revised resource at a 150 grammes per tonne cut-off grade
is as follows:

Category             Ore tonnes         Silver Grade g/t              Silver ozs
C1                    1,061,660                 1,136.68              38,799,000
C2                    1,413,880                   781.28              35,515,000
C1 + C2               2,475,540                   933.70              74,314,000

(Gold equivalent resources = 1,600,200 ounces based on a 46.44 gold/silver
ratio)


Micon estimate the following:-


Cash operating cost per ounce of silver = US$ 3.67 (including lead revenue
credits)


Net Present Value (pre-tax & pre-debt service)

  • At $10.00 per ounce silver and $1,050 per tonne lead = US$ millions 111.1
  • At $12.50 per ounce silver and $1,200 per tonne lead = US$ millions 182.1


Internal Rate of Return (pre-tax & pre-debt service)

  • At $10.00 per ounce silver and $1,050 per tonne lead = 51.8%
  • At $12.50 per ounce silver and $1,200 per tonne lead = 70.4%


The New York closing silver bid price was $12.89 per ounce on April 14th 2006.

Upon completion of the Acquisition, Ovoca will immediately commence a bankable
feasibility study with Russian and Western engineering groups and, having
secured all necessary permits, approvals and project finance, intends to work
towards an early construction start-up date.


The above information on Ayax has been reviewed and verified by Mr Roger Turner,
Director and Chairman of Ovoca, for the purposes of the Guidance Note for
Mining, Oil and Gas Companies issued by the London Stock Exchange in March 2006.
Mr Turner, with 40 years of mining engineering, management and consulting
experience, graduated as a mining engineer from the Camborne School of Mines,
has an MSc degree in Economic Geology from Leicester University and is a member
in good standing with the Institute of Mining and Metallurgy and a UK Chartered
Engineer.


Lock-in and Orderly Market Agreements

The New Shareholders will enter into lock-in and orderly market agreements.
Pursuant to these agreements, the New Shareholders will undertake, subject to
certain limited exceptions, not to sell, transfer, grant any option over or
otherwise dispose of the legal, beneficial or other interest that they have in
any Ordinary Shares or other securities in the Company or rights attaching from
any such Ordinary Shares or other securities in the Company for a period of
twelve months following admission of the Acquisition Shares to trading on the
AIM and IEX and.  Should the Option Share be issued similar lock-in provisions
will apply for the Option Share for a period of twelve months following
admission of the Option Shares to trading on the AIM and IEX (the ''Lock-up
Periods').  Orderly market arrangements apply for twelve months after the expiry
of the Lock-up Periods, which require the sale of any Ordinary Shares by the New
Shareholders only through the Company's then broker.


Working Capital

Following completion of the Acquisition and having regard to existing cash
resources, Ovoca will not have sufficient working capital for its present
requirements. These requirements include the cost of planned feasibility studies
and other development activities on the Goltsovoye deposit, and the cash element
of the consideration for the Acquisition, continuing exploration work on the
Company's existing exploration assets and other corporate and working capital
purposes. The board of Ovoca has plans to raise the necessary finance to fund
these requirements, by way of private placements or other financial arrangement.
However, there can be no certainty on the availability, or, where available,
on the terms and timing of such financing arrangements. Should the Company not
be able to complete such financing arrangements then it will be unable to
finance its exploration and development programmes for the Goltsovoye deposit
and its existing exploration assets.


Information on the Proposed Directors

Below is certain information regarding the Proposed Directors. There are no
details specified by Schedule 2 (g) iii-viii of the AIM Rules and the IEX Rules
to be disclosed by the Proposed Directors.


Leonid Pavlovich Skoptsov (Aged 52)

Mr Skoptsov was born in Krasnodar in southern Russia and graduated from the
Moscow State University in 1979. Mr Skoptsov is a shareholder and Chairman of
the OAO Pervaya Gornorudnaya Companiya, which in 2002 discovered the Pavlovskoe
deposit, a large lead-zinc deposit containing silver in the Yuzhny Isle of the
New Land archipelago.  Mr Skoptsov was Chairman of OAO Volganeft in Samara
Oblast until December 2004, which was acquired by the Russian oil company
Russneft and is a shareholder and Director of the Magadan Geological Expedition
and a number of other companies with exploration licences for precious metals in
eastern Siberia and Transbaikalia.


Yuri Ivanovich Radchenko (Aged 55)

Mr Radchenko was born in Almaty, Kazakhstan and graduated as a geologist from
the Kazakhstan Polytechnical Institute.  From 1975 Mr Radchenko worked with the
Dukat Exploration Expedition, starting on the Dukat gold-silver deposit and in
1991 was appointed head of the Dukatsky Exploration Expedition where he was
involved in prospecting, exploration and assessment of the Julietta deposit and
many other exploration programmes.  In 1994 Mr Radchenko assisted with the
foundation of and managed OAO Dukatsky Mining Geological Company which completed
the exploration of the Julietta deposit and undertook other exploration
activities in the Magadan Oblast including a programme to study and develop the
copper porphyry deposits in north east Russia.  In 1995 Mr Radchenko founded the
joint venture Omsukchansky Mining Geological Company with Arian Resources
Limited, a company, subsequently acquired by Bema Gold Corporation, which was
involved in the development of the Julietta mine.  In July 1998 Mr Radchenko was
awarded the 'Order of Honour' by the President of the Russian Federation for his
contribution in the development of the mineral law of the Magadan Oblast and
also was awarded the Diploma of 'Mineral Deposit Discoverer' as discoverer of
the Lunnoe gold and silver deposit.


Mikhail Alexandrovich Mogutov (Aged 50)

Mr Mogutov was born in Shakhtersk town, Sakhalin Oblast, Russia.  Mr Mogutov
graduated from the Moscow Physics Technical Institute with a degree in molecular
genetics and chemistry of high velocity processes and is a doctor of biology.
Mr Mogutov is currently President of OOO Bioprocess Holding, Chairman of OAO
Biomed and is an Assistant to a Federation Council Member of the Federal
Assembly Federation Council of Russia.  Mr Mogutov is currently a board member
of a number of Russian companies in the resources, industrial and chemical
sectors.



Implications under the Irish Takeover Rules

The Acquisition and the Option may give rise to certain implications under the
Irish Takeover Rules. The completion of the Acquisition may require, inter alia,
that shareholders approve a waiver of an obligation to make an offer for the
balance of the remaining share capital of the Company (which would not be held
by the New Shareholders), which otherwise may fall on the New Shareholders
pursuant to the Irish Takeover Panel Rules, at an extraordinary general meeting
of the Company.


Further details of such an extraordinary general meeting will be announced in
due course.


ENDS


For Further information please contact:



Mr. Roger Turner             Chairman, Ovoca             [phone]

Dr Barrie Oakes              CEO, Ovoca                  [phone]

Mr Tom McCormack             Connexions PR               [phone]

Mr John Frain                Davy                        [phone]

Ms Alex Buck                 Buckbias                    [phone]



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