Placing and Notice of EGM

Gold Oil PLC 25 February 2005 FOR IMMEDIATE RELEASE 25 February 2005 GOLD OIL PLC ('Gold Oil' or 'the Company') Placing and Notice of Extraordinary General Meeting ('EGM') PLACING Further to the announcement on 10 February 2005, Gold Oil announces that Beaumont Cornish Limited, on the Company's behalf, placed 90,000,000 new Ordinary Shares of 0.025p at a price of 4p each, conditional on the approval of the Gold Oil shareholders at an EGM in order to increase the authorised share capital of the Company and to authorise the Directors to issue new shares. The new Ordinary Shares will on issue rank pari passu with the existing Ordinary Shares in issue and application will be made to the London Stock Exchange for these shares to be traded on AIM. The Placing will raise £3.6m, before expenses, for the continuing working capital requirements of the Company. The Company has a number of projects that now requires investment to progress them as well as a number under review. The proceeds of the Placing will enable the Company to continue studies, shoot seismic and drill on them. The Board also believes that having a reasonable cash balance readily to hand will enhance its negotiating position and its ability to move quickly in respect of suitable opportunities that will increase the Company's asset base. EXTRAORDINARY GENERAL MEETING At an Extraordinary General Meeting to be held on 21 March 2005: Resolution No. 1 will be proposed as an Ordinary Resolution to increase the authorised share capital of the Company from £100,000 to £250,000. Resolution No. 2 will be proposed as an Ordinary Resolution to grant the Directors a general authority to issue Ordinary Shares up to the amount of the authorised but unissued share capital of the Company, as increased by Resolution No. 1. Resolution No. 3 will be proposed as a Special Resolution to disapply the pre-emption rights authority in respect of all Ordinary Shares which are issued pursuant to the general authority to be provided by Resolution No.2. The above authorities will enable the Company to complete the Placing. The Directors also consider that the Company, as an oil and gas exploration company, requires the flexibility to issue Ordinary Shares without the need either for shareholder approval, or a prior offer of shares to shareholders on a pre-emption basis. This flexibility will be provided by the above resolutions. However, save for the issues of Ordinary Shares pursuant to the Placing and in compliance with the Company's obligations under Warrants, there is no present intention to issue any further Ordinary Shares and no further issue of Ordinary Shares will be made which would effectively alter control of the Company or the nature of the business of the Company without the prior approval of the Company in general meeting. LOCK IN AGREEMENTS The Directors, Michael Burchell, Gary Moore and Patrick Mahony have agreed that they will not, during the period of 12 months from the date of the Placing, dispose of any interest in the Ordinary Shares held by them or their connected persons (as appropriate) or any interest in warrants held by them or Ordinary Shares that are issued to them on exercise of such warrants. CIRCULAR TO SHAREHOLDERS A circular regarding this placing and notice of EGM has been posted to shareholders and is available, free of charge, from Beaumont Cornish Limited, Georgian House, 63 Coleman Street, London, EC2R 5BB, for one month from today. Enquiries: Gary Moore Operations Director Tel: +44 (0)1737833597 Michael Burchell Chairman Tel. +44 (0) 1372361772 Roland Cornish Nominated Adviser Beaumont Cornish Limited Tel. +44 (0) 207 628 3396 This information is provided by RNS The company news service from the London Stock Exchange
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