AIM Admission

Hambledon Mining PLC
10 June 2004


                              Hambledon Mining PLC
                         ('Hambledon' or 'The Company')
                     (Gold and Mineral Exploration Company)

                                 AIM FLOTATION

           Placing of 50,000,000 new Ordinary Shares at 5p per share
           Admission to trading on the Alternative Investment Market
                                       by
                          Nominated Adviser and Broker
                             Seymour Pierce Limited

Overview

Hambledon's principal activity is the development of gold mining interests in
Kazakhstan. Currently, it holds the mining rights for the development of the
Sekisovskoye Deposit in the Glubokovsky District of East Kazakhstan Region.

Company Highlights and Differentiators

   • Market capitalisation at Placing price of £10 million
   • Raising £2.5 million before expenses through a Placing of 50,000,000 new
     Ordinary Shares at 5p per share
   • First phase to upgrade existing studies of Sekisovskoye Deposit to full
     feasibility study standard
   • Very low projected capital costs due to:
     - Close proximity to a major city (40 kilometres from Ust Kamenogorsk)
     - Simple 'free milling' ore, with no environmentally deleterious
       constituents, giving significant cost and recovery benefits
     - Critical infrastructure already in place (e.g. good road network and
       access to power)

   • Currently defined resource of approximately 1 million ounces of gold,
     with additional approximate 1 million ounces of gold in soviet
     'prognosticated' category
   • Good expansion opportunities for new territories with several sites
     identified
   • Strong management team


Nicholas Bridgen, Chief Executive of Hambledon Mining PLC, commented:

'This project ticks all the boxes necessary to establish a profitable mining
concern. Most notably Hambledon will have low capital and operating costs due to
the simple metallurgical processes needed to extract the gold and to the
proximity of the mine to a major city, We'll be able to recruit and keep good
staff who won't need to live on-site. Most of our supplies will come from the
same city, giving none of the problems of remote sites, man-camps or fly-in
fly-out operations.

In essence Hambledon has all the right elements for growth and we are looking
forward to our future as a public company.'


Key Statistics and Events

Admission effective and dealings expected to commence             10 June 2004

Number of Existing Ordinary Shares                                 149,765,328

Placing Price                                                               5p

Number of new Ordinary Shares in issue following the Placing and
Admission                                                          199,765,328

Percentage of the enlarged issued ordinary share capital
represented by the New Ordinary Shares                                     25%

Market Capitalisation at the Placing Price on Admission            £10 million

Gross proceeds of the Placing                                       £2,500,000



For further information:

Hambledon Mining PLC                          007 3007 338 915/07791 327180
Nicholas Bridgen (Chief Executive)
Seymour Pierce Limited                        020 7107 8000
Ewan Leggat
Beattie Financial                             020 7398 3300
James Chandler/John Moriarty /Jo Clewlow



THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document, you should consult an independent
professional adviser authorised under the Financial Services and Markets Act
2000 who specialises in advising on the acquisition of shares and other
securities.

This document is an admission document in relation to AIM. Whilst it has been
drawn up in accordance with the Public Offers of Securities Regulations 1995
(the 'POS Regulations'), it does not comprise a prospectus for the purpose of
the POS Regulations.

Application has been made for the Existing Ordinary Shares and New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock Exchange
('AIM'). It is expected that admission will become effective and that trading in
the Existing Ordinary Shares and New Ordinary Shares will commence on AIM on 10
June 2004.

AIM is a market designed primarily for emerging or smaller companies to which a
higher investment risk tends to be attached than to larger or more established
companies. AIM securities are not admitted to the Official List of the UK
Listing Authority ('the Official List'). A prospective investor should be aware
of the risks in investing in such companies and should make the decision to
invest only after careful consideration and, if appropriate, consultation with
an independent financial adviser. The rules of AIM are less demanding than those
of the Official List and it is emphasised that no application is being made for
admission of the Existing Ordinary Shares or New Ordinary Shares to the Official
List. Furthermore, neither the London Stock Exchange nor the UK Listing
Authority has examined or approved the contents of this document. The Existing
Ordinary Shares are not dealt on any other recognised investment exchange and no
other application has been made in respect of either the Existing Ordinary
Shares and/or the New Ordinary Shares to be admitted to any such exchange.
The Existing Ordinary Shares and New Ordinary Shares have not been, and will not
be registered under the United States Securities Act of 1933, as amended or
under the securities legislation of any state of the United States of America,
Australia, Canada, Japan or the Republic of Ireland. Accordingly, subject to
certain exceptions, the Existing Ordinary Shares and New Ordinary Shares may
not, directly or indirectly, be offered or sold within the United States of
America, Australia, Canada, Japan or the Republic of Ireland or to or for the
account or benefit of any national, resident or citizen of Australia, Canada,
Japan or the Republic of Ireland or any person located in the United States.
This document does not constitute an offer, or the solicitation of an offer to
subscribe or buy, any of the Existing Ordinary Shares or New Ordinary Shares to
any person in any jurisdiction to whom it is unlawful to make such offer or
solicitation in such jurisdiction.

The whole of the text of this document should be read. You should be aware that
an investment in the Company involves a high degree of risk. Your attention is
drawn to Part II of this document entitled Risk Factors. All statements
regarding the Company's business should be read in the light of these risk
factors.

                            HAMBLEDON MINING PLC

 (Incorporated and registered in England and Wales with Registered No. 5048549)
     Placing of 50,000,000 New Ordinary Shares of 0.1p each at 5p per share
                     Admission to trading on the AIM market

                          Nominated Adviser and Broker
                            Seymour Pierce Limited

ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING PLACING AND ADMISSION

Authorised                                                  Issued and fully paid
Number of                                                         Number of
Ordinary Shares   Amount                                   Ordinary Shares  Amount   
950,000,000       £950,000  ordinary shares of 0.1p each   199,765,328      £199,765.33

All the New Ordinary Shares will, on Admission, rank pari passu in all respects
with the Existing Ordinary Shares in issue and will rank in full for all
dividends and other distributions declared, paid or made in respect of the
Ordinary Shares after Admission.

The Directors of Hambledon Mining Plc ('the Company'), whose names appear on
page 3 of this document, accept responsibility for the information contained in
this document including individual and collective responsibility for compliance
with the AIM Rules. To the best of the knowledge and belief of the Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the facts, and
there is no other material information the omission of which is likely to affect
the import of such information.

Seymour Pierce Limited ('Seymour Pierce') is acting exclusively for the Company
and for no one else in connection with matters described herein and will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Seymour Pierce or for advising any other person on the
contents of this document or any matter referred to herein. Seymour Pierce's
responsibilities as the Nominated Adviser and Broker to the Company are owed
solely to the London Stock Exchange Plc and are not owed to the Company or to
any Director or to any other person, whether in respect of any decision to
acquire New Ordinary Shares in reliance on any part of this document or
otherwise. No representation or warranty, express or implied, is made by Seymour
Pierce as to the contents of this document (without limiting the statutory
rights of any person to whom this document is issued) and Seymour Pierce has not
authorised the contents of any part of this document for the purposes of
Regulation 13(1)(g) of the POS Regulations.

Copies of this document will be available during normal business hours on any
day (except Sundays and public holidays) free of charge to the public at the
offices of Seymour Pierce, Bucklersbury House, 3 Queen Victoria Street, London
EC4N 8EL for one month from the date of Admission.

                       DIRECTORS, SECRETARY AND ADVISERS

Directors                George William O'Neale Eccles, Non-executive Chairman
                         Nicholas John Bridgen, Chief Executive
                         Randall Alan Pyper, Technical Director
                         Christopher James Thomas, Non-executive Director
                         Alzhan Aytimbetovich Shomaev, Non-executive Director
                         all of 179 Great Portland Street, London W1W 5LS
Secretary                Nicholas John Bridgen, F.C.A.

Registered Office        179 Great Portland Street, London W1W 5LS

Nominated Adviser and    Seymour Pierce Limited, Bucklersbury House, 3 Queen
Broker                   Victoria Street, London EC4N 8EL

Auditors to the Company  Deloitte & Touche
and
Reporting Accountants    180 Strand, London WC2R 1BL

                         Deloitte & Touche
                         81 Abylai Khan ave, 4th Floor, Almaty, 480091
                         Kazakhstan

Solicitors to the        Finers Stephens Innocent
Company
                         179 Great Portland Street, London W1W 5LS

Kazak Legal Counsel to   White &Jones LLP
the Company
                         53 Davies Street, London W1K 5JH

                         Zhakenov &Partners
                         531 Seyfullin Prospect Suite 800
                         Almaty 480091
                         Kazakhstan

Solicitors to Seymour    McGrigors
Pierce Limited
                         1-2 Dorset Rise, London EC4Y 8EN

Competent Persons        ACA Howe International Limited
                         254 High Street, Berkhamstead, Hertfordshire HP4 1AQ

Registrars               Neville Registrars
                         18 Laurel Lane, Halesowen, West Midlands B63 3DA

Bankers                  HSBC Bank plc
                         11 Cranford Lane, Westbury-on-Trym, Bristol BS9 3DE


DEFINITIONS

The following definitions apply throughout this document, unless the context
otherwise requires.

'ACA Howe' or    ACA Howe International Limited, a company incorporated in
'Howe'           England and Wales with company number 136028
'Act'            the Companies Act 1985 (as amended)
'Admission'      admission of the Existing Ordinary Shares and the New Ordinary
                 Shares to trading on AIM becoming effective in accordance with
                 the AIM Rules
'AIM'            the AIM market of the London Stock Exchange
'AIM Rules'      the rules published by the London Stock Exchange governing
                 admission to and continuing obligations for AIM companies
'Akim'           chief executive officer of the Sekisovskoye Rural District
                 Authority of Kazakhstan
'Articles of     the Articles of Association of the Company
Association' or
'Articles'
'Board' or       the Directors of the Company as set out in the section entitled
'Directors'      'Directors, Secretary and Advisers', further details of whom
                 are set out in the section entitled 'Directors, management and
                 employees' in Part I of this document
'Business Day'   a day (other than a Saturday or Sunday) on which banks are
                 generally open in London for the transaction of normal
                 business
'CIS'            Commonwealth of Independent States
'Combined        the Combined Code on Corporate Governance and Code of Best
Code'            Practice, as set out in an appendix to the Listing Rules of the
                 UK Listing Authority
'Company' or     Hambledon Mining Plc
'Hambledon'
'Competent       the report prepared by ACA Howe a copy of which is reproduced
Persons'         in Part III of this document
Report'
'CREST'          the systems for paperless settlement of trades and holdings of
                 uncertificated shares administered by CRESTCo
'CRESTCo'        CRESTCo Limited
'CREST Member'   a person who has been admitted by CRESTCo as a system member
                 (as defined in the Regulations)
'CREST           a person who is, in relation to CREST, a system participant (as
Participant'     defined in the Regulations)
'CRS'            TOO Computer Resource Services, a company incorporated and
                 registered in Kazakhstan
'Decree 1408'    the decree of the Government of Kazakhstan dated 18 September
                 2000, which provided for an extension to engage in exploration
                 under the Licence until 20 October 2004
'Deposit'        an area of land and adjacent and contiguous exploration
                 holdings covered by the Mining Lease
'DTOO            Docherneye Tovarischestvo s Ogranichennoy Otvetsvennostyu
Sekisovskoye'    'Gornorudnoe Predpriatie Sekisovskoye' Kompanii Hambledon
                 Mining Company Limited, which is a wholly owned entity of the
                 Company, registered in Kazakhstan
'Existing        the Ordinary Shares in issue at the date of this document
Ordinary
Shares'
'FSU'            those countries formerly members of the Soviet Union
'Group'          the Company, Hambledon B.V.I. and DTOO Sekisovskoye
'Hambledon       Hambledon Mining Company Limited, a company incorporated in the
B.V.I.'          British Virgin Islands with registered number IBC230758
'Kazakhstan' or  the Republic of Kazakhstan
'RK'
'Licence'        the licence to explore for and extract gold and silver at the
                 Deposit until further details of which are set out in paragraph
                 7 of Part VI of this document
'London Gold     the price set twice on each Business Day by delegates of major
Price Fix'       bullion dealers in the City of London
'London Stock    London Stock Exchange plc
Exchange'
'Mining Lease'   the area of land extending to approximately 85.5 hectares
                 adjacent to the village of Sekisovka over which DTOO
                 Sekisovskoye holds the mining rights set out in the Subsoil Use
                 Contract, as modified by Supplement Number 1
'New Ordinary    the 50,000,000 new Ordinary Shares proposed to be issued
Shares'          pursuant to the Placing at the Placing Price which, when
                 issued, will rank pari passu in all respects with the Existing
                 Ordinary Shares
'OAO Poisk'      The Cooperative of Prospectors, a workers cooperative
                 registered in Kazakhstan
'Official        the Official List of the UK Listing Authority
List'
'Operating       DTOO Sekisovskoye
Companies'
'Ordinary        ordinary shares of 0.1 pence each in the capital of the
Shares'          Company
'Overseas        persons who are resident in, or citizens of, countries other
Shareholders'    than the UK
'Placing'        the placing by Seymour Pierce of the New Ordinary Shares at the
                 Placing Price pursuant to the Placing Agreement
'Placing         the agreement dated • 2004 between (1) Seymour Pierce (2) the
Agreement'       Company (3) the Directors and (4) Salix, as described in
                 paragraph 8.2 of Part VI of this document
'Placing         5 pence per New Ordinary Share
Price'
'POS             the Public Offers of Securities Regulations 1995, as amended
Regulations'
'Redeemable      redeemable shares of £1 each in the capital of the Company
Shares'
'Regulations'    the Uncertificated Securities Regulations 2001
'Salix'          Salix Limited, a company incorporated in the British Virgin
                 Islands with registered number 263461
'Sekisovka'      a village in Kazakhstan
'Seymour         Seymour Pierce Limited
Pierce'
'Shareholder(s)  holder(s) of Existing Ordinary Shares
'
'Soviet Union'   the Union of Soviet Socialist Republics
'Subsoil Use     the contract for the exploration of and the subsequent
Contract'        extraction of gold and silver ore at the Deposit between the
                 Investment Agency of Kazakhstan and DTOOSekisovskoye Number 555
                 dated 20 October 2002, further details of which are set out in
                 paragraph 7 of Part VI of this document
'Subsurface      presidential edict number 2828 of 27 January 1996 having the
Law'             force of law of the president of Kazakhstan, on the subsurface
                 and its utilisation
'Supplement      the supplement, numbered 1, to the Subsoil Use Contract between
Number 1'        the Ministry of Energy and Mineral Resources of Kazakhstan and
                 DTOO Sekisovskoye dated 24 October 2003, further details of
                 which are set out in paragraph 7 of Part VI of this document
'UK Listing      the Financial Services Authority, acting in its capacity as the
Authority'       competent authority for the purposes of Part VI of the
                 Financial Services and Markets Act 2000 of the United Kingdom
'UK' or 'United  the United Kingdom of Great Britain and Northern Ireland
Kingdom'
'uncertificated' a share or security recorded on the relevant register as being
or 'in           held in uncertificated form in CREST and entitlement to which,
uncertificated   by virtue of the Regulations, may be transferred by means of
form'            CREST

Notes
In this document, the symbols '£' and 'p' refer to pounds and pence sterling
respectively and the symbols 'US$' or '$' refer to United States dollars.

Unless otherwise stated, the following illustrative exchange rates are used: £1
= USD$ 1.80

Any reference to any provision of any legislation in any jurisdiction shall
include any amendment, modification, re-enactment or extension thereof.

Unless otherwise stated, all references to legislation refer to the laws of the
United Kingdom.

Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.

                               PLACING STATISTICS
Placing Price                                                                5p
Number of Existing Ordinary Shares                                 149,765,328
Number of New Ordinary Shares                                       50,000,000
Number of Ordinary Shares in issue following the Placing and
Admission                                                          199,765,328
Estimated net proceeds of the Placing                              £1.98
                                                                   million
Percentage of the enlarged issued ordinary share capital           25 per
represented by the New Ordinary Shares                             cent.
Market capitalisation at the Placing Price on Admission            £10 million

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document                                          4 June
                                                                      2004
Admission and commencement of dealings in the Existing Ordinary       10 June
Shares and New Ordinary Shares on AIM                                 2004
CREST accounts to be credited                                         10 June
                                                                      2004
Despatch of definitive share certificates (where applicable)          10 June
                                                                      2004

                                    GLOSSARY

'adsorbed'         a process through which chemical species in a solution have
                   accumulated on the surface of a solid
'alimak            a method of developing raises using Alimak proprietary
development        equipment
systems'
'auriferous'       gold bearing
'backfill'         material used to fill the space in a mine after ore has been
                   extracted
'ball mill'        a rotating horizontal cylinder in which non-metallic
                   materials are ground using various types of grinding media
'Carbon-in-leach'  a recovery process in which a slurry of gold ore, activated
or 'CIL'           carbon granules and cyanide are mixed together. The cyanide
                   dissolves the gold, which is then adsorbed onto the carbon as
                   a gold-cyanide complex. The carbon is subsequently separated
                   from the slurry for gold recovery
'calcined'         heated to a temperature at which substances disassociate
'cathode'          the electrode where electrons enter or current leaves an
                   operating system
'cut and fill      a stoping method in which the ore is excavated by successive
stoping'           flat or inclined slices, working upward from the level, as in
                   shrinkage stoping. However, after each slice is blasted down,
                   all broken ore is removed, and the stope is filled with waste
                   up to within a few feet of the back before the next slice is
                   taken out, just enough room being left between the top of the
                   waste pile and the back of the slope to provide working
                   space. The term cut and fill stoping implies a definite and
                   characteristic sequence of operations: (1) breaking a slice
                   of ore from the back (2) removing the broken ore; and (3)
                   introducing the fill
'cyanidation'      a process of dissolving gold and silver in cyanide solution,
                   (dilute solutions of potassium cyanide or sodium cyanide)
'desliming'        the removal of fine particles produced in the processing of
                   ore or rock
'electrowinning'   an electrochemical process in which a metal dissolved within
                   an electrolyte is plated onto an electrode
'eluate'           the gold/silver-bearing solution generated during the process
                   of elution (or removal) of precious metals from activated
                   carbon
'elution column'   the vessel holding activated carbon during the process of
                   removal/recovery of precious metals
'free milling'     applied to ores that contain free gold or silver, which can
                   be released by conventional crushing and grinding without
                   roasting or other chemical treatment
'g/t'              gramme per metric tonne
'geochemical'      prospecting techniques which measure the content of specified
                   metals in soils and rocks to define anomalies for further
                   testing
'geophysical'      prospecting techniques which measure the physical properties
                   (magnetism, conductivity, density, etc) of rocks to define
                   anomalies for further testing
'heap leaching'    a process used for the recovery of precious metals from low
                   grade ore. The crushed ore is laid out on a slightly sloping,
                   impervious pad and leached by the percolation and
                   re-circulation of the leach liquor through the ore. The
                   metals are recovered by conventional methods from the
                   solution
'JORC              categories of resource and reserve as defined in the
categories'        Australasian Code for Reporting of Mineral Resources and Ore
                   Reserves drawn up by the Joint Ore Reserves Committee of The
                   Australasian Institute of Mining and Metallurgy, the
                   Australian Institute of Geoscientists and the Minerals
                   Council of Australia
'hydrocarbon'      a compound of hydrogen and carbon
'hydrocyclones'    an apparatus which separates materials of different specific
                   gravity
'Knelson           a centrifugal gravity concentration device
concentrator'
'km(s)'            kilometres
'km2'              square kilometres
'loaded carbon'    the term applied to activated carbon which has adsorbed high
                   values of gold/silver prior to elution for precious metal
                   recovery
'mesothermal'      mineral deposits formed at medium depths and moderate
                   temperatures (up to 200 degrees Celsius)
'metallurgical'    describing the science concerned with the production,
                   purification and properties of metals and their
                   applications
'mucking'          the operation of loading broken rock by hand or machine,
                   usually in shafts or tunnels
'ore'              the naturally occurring material from which a mineral or
                   minerals of economic value are extracted
'oz'               troy ounce (=31.1035 grammes)
'oz/yr'            troy ounces of production per year
'P1 category       a category of ore resource used in the former Soviet Union in
resource'          which the drilling has been carried out on a wide spaced grid
                   of at least 320m by 320m and where a preliminary economic
                   assessment has been made. It may be broadly compared to an
                   inferred resource under the JORC classification system
'polymetallic'     a resource containing both precious and base metal
                   mineralisation
'porphyry'         a massive igneous rock with fine grained disseminated
                   mineralisation
'raise             a vertical or inclined opening in a mine driven upward from a
development'       level to connect with the level above, or to explore the
                   ground for a limited distance above one level
'shrinkage         an underground mining method whereby most of the broken ore
stoping'           remains in the stope to form a working floor for miners and
                   also to provide wall support until the stope is ready for
                   drawdown. Stopes are mined upward in horizontal slices with
                   part of the ore derived from the stope cuts drawn off as
                   mining progresses. Consequently, much of the ore must remain
                   in the stope until the stope is completed, whereupon it is
                   drawn off from chutes at the base of the stope
'stope'            a section of an ore body in an underground mine that is
                   currently being developed or mined
'tailings'         material that remains after all metals or minerals considered
                   economic to recover have been removed from ore


                                     PART I

Information on the Group

Introduction
Hambledon is the ultimate holding company of the Group, the principal activity
of which is the development of certain gold mining interests in Kazakhstan. The
Group's principal asset is the exclusive right to explore and extract gold and
silver ore from the Deposit in accordance with the terms of the Licence.

The principal activity of DTOO Sekisovskoye, a member of the Group, is the
development of the Deposit in the Glubokovsky District of East Kazakhstan
Region. The Deposit is located approximately 40 kilometers north of the regional
capital Ust Kamenogorsk, which is itself situated in a productive mining area of
Kazakhstan. The Deposit is accessible by a good paved road which passes through
the village of Sekisovka.

As envisaged by the Licence, DTOO Sekisovskoye entered into the Subsoil Use
Contract and the Supplement Number 1 which permits the exploration of the
Deposit until 20 October 2004. Prior to that date, if DTOO Sekisovskoye declares
a commercial discovery it will be permitted to enter into additional contracts
with the Government of Kazakhstan to commercially extract gold and silver from
the Deposit until 18 July 2020. The Directors believe that DTOO Sekisovskoye is
currently able to declare a commercial discovery.

The Company is proposing to raise £2.5 million before expenses by way of the
Placing to, inter alia, complete a feasibility study for a mine and processing
plant at the Deposit (which should enable the Group to secure project finance
and other sources of funding in the future), extend the Group's mineral
exploration territory and fund further mineral exploration.

Group Strategy
The Directors will seek to demonstrate the potential of the wider area around
Sekisovka which they believe might provide a significant increase in the Group's
gold resources. The Directors intend that this expansion will come from three
sources.

First, on the existing territory of the Licence, it is intended to progressively
upgrade the Soviet P1category resource of approximately 1.1 million ounces to
JORC standard, and to expand the resource estimates within the existing ore
zones by further exploration and other studies aimed at obtaining a better
understanding of the geology of the Deposit.

Secondly, application has been made by tender to acquire the licence to
territory north of and surrounding the Deposit which, owing to its proximity and
likely similar mineralogy, may be able to supply additional ore for treatment at
the proposed process plant. An extensive exploration effort was expended on this
territory in Soviet times and a deposit has already been identified.

Thirdly, application has been made to extend the Deposit territory to the North
and the North-West, where there are two areas in which former Soviet exploration
has shown anomolous features which would, in the opinion of the Directors,
justify further exploration. The Group has received favourable correspondence
regarding this application from the Ministry of Energy and Mineral Resources of
Kazakhstan and is now awaiting a formal decision.

The Company also plans to search the existing geological data on other precious
metal deposits in Kazakhstan, concentrating on the Rudny Altai belt where the
Deposit is situated. The aim will be to use the experience of the Group's staff
to acquire the mining rights to deposits which have already been explored in
Soviet times and which, the Directors believe, have the potential to contain
additional resources.

The Deposit
History
The Deposit has been known since the 19th Century and has been worked on a small
scale since then by prospectors. Soviet era exploration began in the mid 20th
Century but significant work was only started in 1976. In 1978, mining was
carried out from an open pit, producing approximately 190,000 tonnes of ore at
an average grade of approximately 18 grammes per tonne. Further exploration,
metallurgical and other studies were carried out over the years from 1979 until
1994. Following the break-up of the Soviet Union, the mining rights were
acquired by OAO Poisk and in 1999, the mining rights were re-granted for the
benefit of DTOO Sekisovskoye by virtue of the Licence. In the same year,
Hambledon B.V.I. acquired 100 per cent. ownership of DTOO Sekisovskoye.

The mining rights
The mining rights are set out in the Subsoil Use Contract, signed by DTOO
Sekisovskoye with the Government of Kazakhstan in 2000 and subsequently modified
by Supplement Number 1, signed in 2003, summaries of which are set out in
paragraph 7 of Part VI of this document. The area covered by the Subsoil Use
Contract occupies approximately 85.5 hectares adjacent to the village of
Sekisovka, approximately 40 kilometres from Ust Kamenogorsk, the capital of the
East Kazakhstan Region. The Subsoil Use Contract provides that once DTOO
Sekisovskoye declares a commercial discovery, the exclusive right to
commercially extract gold and silver is valid until 18 July 2020 so long as the
appropriate supplementary agreements to the Subsoil Use Contract are entered
into. The Subsoil Use Contract in conjunction with the Supplement Number 1
permits DTOO Sekisovskoye to declare a commercial discovery as late as 20
October 2004. Certain tax conditions are set out in the Subsoil Use Contract and
Supplement Number 1 and include provisions to preserve the original economic
balance of the parties to the contract. The agreements also require a work
programme, to be approved by the competent Kazakhstan authorities.

Resources
The Soviet era exploration of the Deposit was extensive, involving approximately
240 surface drillholes, approximately 80 underground drillholes, surface
trenching and underground channelling. Data resulting from this activity was
acquired by DTOO Sekisovskoye from the Kazakhstan state archives. Independent
consultants CRS were commissioned to complete the digitisation and validation of
the data using mine modelling software, and to estimate the resources.
A summary of the results from the report of CRS is as follows:
Table 1: Underground resource statement

                            Indicated        Inferred           Total/Weighted
                                                                       Average
Tonnes - millions                 4.4             0.6                      5.0
Gold grade g/tonne                5.2             4.9                      5.2
Gold kg                        22,800           2,940                   25,740
Gold troy oz                  735,609          94,523                  830,132
Silver grade g/tonne              6.7             9.0                      7.0
Silver kg                      29,480           5,400                   34,880
Silver troy oz                947,804         173,614                1,121,418

Troy oz = 31.10348g. Cut-off grade: Au2.0g/t. Based on JORC classification

Note: the modelled orebodies contain an additional estimated 55,000 ounces of
gold within 0.3 million tonnes, grading at Au 5.7g/t and Ag 11.9g/t, but which
fall outside the classification parameters for this project.

An additional low grade resource has been defined for zones within an optimised
ultimate open pit, but which lie outside the modelled mineral zones.

Table 2: Open pit resource statement

                            Indicated        Inferred           Total/Weighted
                                                                       Average
Tonnes - millions                 1.5             0.7                      2.2
Gold grade g/tonne                1.8             0.9                      1.5
Gold kg                         2,700             630                    3,330
Gold troy oz                   86,807          20,255                  107,062
Silver grade g/tonne              3.5             1.8                      3.0
Silver kg                       5,250           1,260                    6,510
Silver troy oz                168,791          40,510                  209,301

Troy oz = 31.10348g. Cut-off grade: Au0.5g/t. Based on JORC classification

The Directors believe that the grades have probably been understated for several
reasons. First, gold may have been lost as a result of poor drill core recovery.
Underground drilling, from which much higher core recovery was obtained,
produced grades approximately 24 per cent. higher from similar ore zones.
Second, the limited due diligence drilling carried out by DTOO Sekisovskoye
produced approximately a 17 per cent. increase in grade compared with comparable
Soviet intersections. Thirdly, Soviet assaying techniques may have resulted in
losses of the coarse gold known to be prevalent in the Deposit's ore.

Additional potential at Sekisovskoye
There are additional zones that have been intersected by drill holes from the
Soviet period but have not been addressed in this document. A speculative
resource has been updated by CRS for these areas according to the former Soviet
format and classified as P1 (the highest category of Soviet prognosticated
resource which also extends to P2 and P3). This P1 resource has been estimated
by CRS at 7.1 million tonnes with a grade of Au5.1g/t (1.1 million ounces of
gold). Whilst it has not been classified according to a Western system, such as
JORC, the Directors believe that it provides a useful indication of the
additional potential in areas where known gold mineralisation has been
intersected by drilling. The Soviet P resource classifications are quoted by
several other AIM gold mining and mineral exploration companies to report
resources and reserves.

Future Development Plans
Subject to the outcome of the feasibility study which the Company will be
undertaking, set out below are the Directors' future intentions regarding the
development of the Deposit. It should be stressed that these development
intentions cannot be financed from the proceeds of the Placing and are dependant
upon completion of a satisfactory feasibility study and upon the Company raising
further funds. It is the current intention of the Directors to pursue further
fundraising by way of a future placing of Ordinary Shares and through the
raising of project finance.

Production potential
The Directors believe it would be possible to develop an underground operation
to mine 500,000 tonnes per year of ore and build a process plant capable of
treating this tonnage, with the potential capacity to produce approximately
73,000 ounces of gold in the form of dor per year. In addition, CRS have
identified some lower grade material accessible by open pit mining which can be
treated by expansion of the treatment plant or by heap leaching. The Directors
believe that a treatment plant can initially be fed from the open pit to allow
early production, and then replaced by higher grade underground ore once the
underground mine is in production. The Directors believe that a treatment plant
is likely to produce approximately 22,000 ounces of dor per year from the low
grade open pit resource. The Directors envisage later expansion of the treatment
plant to enable production from both underground and open pit simultaneously.

Mining
A preliminary mine plan has been prepared by consultant mining engineers Adam
Wheeler and Robert Dowdell. In order to simplify the analysis, they studied only
the ten largest ore bodies that include approximately 68 per cent. of the
Deposit resource model. The plan included the development of two access ramps
and the development of main levels every 80 vertical metres. Cut and fill
stoping can be used for the wider stopes and shrinkage methods for the narrower.

Cut and fill stopes accounted for approximately 69 per cent. of the ore to be
mined under the plan. Drilling and mucking can be mechanized, and should enable
relatively high productivity as compared to more labour intensive methods. In
shrinkage stopes, making up approximately 30 per cent. of the Deposit, mining,
drilling and blasting can be undertaken using more labour intensive methods with
hand-held drills.

Owing to the lack of well defined geological features that allow differentiation
of the mineralized zones, the plan provided for stope definition drilling to
provide intercepts on about 10m 10m centres.

Ore can be hauled to surface by underground trucks, using two ramps in a one way
traffic system, with a view to minimising traffic congestion and increasing
safety. Ramp haulage was also planned down to a depth of 240 metres, after which
shaft haulage can be used.

Stope fill would be by a combination of waste rock from development and deslimed
tailings produced in a purpose built backfill plant on surface. Deslimed
tailings can be pumped or gravity fed to the stopes to fill the waste rock
voids.

Raise development was planned using high advance rates that can be achieved
using Alimak development systems.
The plan envisaged a two year development period before full production from
underground could begin. Some high grade ore can be accessed earlier, but this
would delay the start of full and continuous production later. The Directors
believe that any delay in the production build-up can be met by increasing ore
to be mined from the open pit.

Mining capital and operating costs were estimated on two different bases. The
plan was initially costed on the basis of assumed, 'international' costs,
resulting in a mining cost per tonne of in the region of $22, including mine
services and overheads, but excluding amortization. The same plan was then
examined by a local contracting company which estimated the stoping costs to be
approximately 30 per cent. lower. Mine capital costs during the first two years
up to the start of underground production were estimated by the consultants to
be approximately $14.5 million, of which approximately $9.6million was for
mobile equipment. On a local basis, using more local or Russian made equipment
where available, the cost was estimated by the Directors to fall significantly.

Processing
Metallurgical testwork has indicated that the ore from the Deposit is free
milling and should be amenable to treatment in a conventional CIL circuit
providing an estimated recovery of approximately 94 per cent. Ore from the mine
can be crushed in a three-stage crushing circuit. The fine crushed ore can then
be fed by front-end loader to a primary ball mill operating in closed circuit
with a cluster of hydrocyclones. The coarse material from the hydrocyclones
would then pass through Knelson concentrators to remove free gold before passing
back into the mill. Fine material would pass through into the CIL tanks for
cyanidation with a residence time of approximately 32.5 hours. Gold would be
adsorbed onto carbon which would be removed from the first tank and gravitate to
the elution column where the gold could be stripped from loaded carbon. The
eluate would be pumped through electrowinning cells to recover the gold and the
cathodes then dried, calcined, and smelted to bullion, which would be stored in
a safe prior to shipment.

A report was commissioned by the Group which estimated the capital costs of the
process plant in the region of $4.5 million, reflecting the simplicity of the
plant and existing high level of infrastructure. Operating costs have been
estimated at approximately $6 per tonne, benefiting from low power and local
labour costs.

Infrastructure
The Deposit lies alongside the village of Sekisovka, immediately adjacent to a
good paved road from Ust Kamenogorsk to Ridder (formerly Leninogorsk). The
Directors believe that labour would be available from Sekisovka village, or from
Ust Kamenogorsk, the regional capital, approximately 40 kilometres away. An
existing high voltage power line crosses the site of the Deposit.

Directors

George Eccles, aged 53, Non-executive Chairman
George graduated with a law degree from the London School of Economics and then
trained as a chartered accountant. He became a partner in the London office of
Deloitte Haskins & Sells before moving to Moscow where he was a partner in
Coopers & Lybrand and later in Deloitte & Touche. More recently, he has worked
in Kazakhstan as Chief Operating Officer of the Central Asian-American
Enterprise Fund, a US government sponsored development fund.
Nicholas Bridgen, aged 51, Chief Executive
Nicholas trained in London with Peat Marwick Mitchell & Co. (now KPMG) as a
chartered accountant and then spent 14 years with Rio Tinto plc in group
accounting, business evaluation and group planning. He has also spent 11 years
in companies operating in the FSU, first as the finance director of Bakyrchik
plc, then as a director of KazMinCo and Arian Resources. In 1997 he formed
Hambledon B.V.I.

Randall Pyper, aged 52, Technical Director
Randall has a B.Sc. in Chemical Engineering and an M.Sc. in Metallurgical
Engineering from the University of Nevada and is a Fellow of the Australasian
Institute of Mining and Metalurgy. He is the general manager of the Australian
office of Kappes, Cassiday & Associates, and has had approximately 30 years of
experience in carrying out feasibility studies and project and operating
management in the mining sector. Previously, he worked on Celtic Resources plc's
successful Suzdal and Zherek mining operations and several other Kazakhstan
mining operations.

Chris Thomas, aged 41, Non-executive Director
Chris has been a non-executive director of Hambledon B.V.I. since its formation
and he was instrumental in putting together the original finance for Hambledon
B.V.I. He has had a successful career in the advertising industry, having been a
director of Abbott Mead Vickers BBDO, managing director of Ammirati Puris
Lintas, managing director of Lowe Lintas and he is now a member of the
world-wide board of Proximity London Limited.

Alzhan Shomaev, aged 51, Non-executive Director
Alzhan is a Director of Kasean Services, a Kazakhstan property company which he
partially owns. He was formerly a medical doctor, jointly formed Hambledon
B.V.I. in 1997 and has been a non-executive director since then. Alzhan is a
Kazakhstan citizen and provides the Company with a range of useful local
business contacts and knowledge.

Details of the Placing
The Company is issuing 50,000,000 Placing Shares, representing 25 per cent. of
the issued share capital of the Company on Admission, at 5p per New Ordinary
Share. The gross proceeds of the Placing will be £2.5 million and net of
expenses will be approximately £1.98 million. Seymour Pierce, as agent of the
Company, has agreed to use its reasonable endeavours to procure subscribers for
the New Ordinary Shares or failing which itself to subscribe for such shares.
The New Ordinary Shares will be issued credited as fully paid and will, when
issued, rank pari passu with the Existing Ordinary Shares including the right to
receive all dividends and other distributions thereafter declared, made or paid.

The Placing has been underwritten by Seymour Pierce and is conditional, inter
alia, on:

(a) the Placing Agreement becoming unconditional and not having been terminated
in accordance with its terms prior to Admission; and
(b) Admission becoming effective no later than 1 June 2004, or such later date
as Seymour Pierce and the Company may agree, being not later than 15 June 2004.

Further details of the Placing Agreement are set out in paragraph 8.2 of Part VI
of this document.

Reasons for the Placing and use of proceeds
The Company is proposing to raise approximately £1.98 million net of expenses
and intends to use the funds as follows (all figures approximate):

• £0.3 million on completion of a feasibility study for the development of
  commercial extraction from the Deposit;
• £0.37 million on geological studies and further exploration of territory
  surrounding the Deposit;
• £0.12 million to repay loans from Salix (a company wholly owned by Nicholas
  Bridgen, the Chief Executive) which are owed by the Group;
• £0.16 million on commercial discovery bonus and approvals;
• £1.03 million for working capital; and
• £0.52 million of costs relating to the Placing and Admission.

Lock-in arrangements
Under the terms of the Placing Agreement, each of the Directors and Salix have
undertaken that, save in limited circumstances, they will not (and that they
will procure, in so far as they are able, that any person with whom they are
connected for the purposes of section 346 of the Act will not):
• during the period of 12 months following Admission ('the First Period'),
  dispose of any interest in any Existing Ordinary Shares or New Ordinary Shares
  held by him or his connected persons (as appropriate) at Admission; or
• during the 12 months following the First Period, dispose of more than 50 per
  cent. of the Existing Ordinary Shares or New Ordinary Shares held by him or his
  connected persons (as appropriate) at Admission and then only following
  consultation with the Company's nominated adviser and through the Company's
  broker.

Further details of these arrangements are set out in paragraph 8.2 of Part VI of
this document.

Share options
Following Admission, the Company intends to establish a share option scheme for
the benefit of Directors and employees of the Company. The Company intends to
have no more than 5 per cent. of its issued ordinary share capital under option
at any time.

The Company has agreed to grant an option to subscribe for 1,200,000 Ordinary
Shares at the Placing Price to Randall Pyper, the Technical Director, details of
which are set out at paragraph 4.8 of Part VI of this document.

Current trading and prospects
The Company and its subsidiaries have principally been engaged in exploration
for gold and silver at the Deposit and in work related to the development of
mining at the Deposit. Accordingly, the Company has earned no revenues to date.

Dividend Policy
The Company is at a pre revenue development stage and it is not expected that
the Company will be in a position to pay dividends for the foreseeable future.
Any earnings that do arise will be reinvested in developing the business of the
Group for the foreseeable future.

Admission, settlement and Dealings
Application has been made to the London Stock Exchange for all of the Existing
Ordinary Shares and the New Ordinary Shares to be admitted to trading on AIM. It
is expected that Admission will become effective and that dealings will commence
on 10 June 2004.

No temporary documents of title will be issued. All documents sent to a placee,
or at his direction, will be sent through the post at the placee's risk. Pending
the despatch of definitive share certificates, instruments of transfer will be
certified against the register of members of the Company.

CREST
CREST is a paperless settlement procedure enabling securities to be evidenced
otherwise than by a certificate and transferred otherwise than by a written
instrument.

The Articles permit the Company to issue shares in uncertificated form in
accordance with the Regulations. Application has been made for the Ordinary
Shares to be admitted to CREST and it is expected that the Ordinary Shares will
be so admitted and accordingly enabled for settlement in CREST on the date of
Admission. CREST is a voluntary system and Shareholders who wish to receive and
retain share certificates will be able to do so.

Corporate Governance
The Directors intend, in so far as is practicable given the Company's size and
the constitution of the Board, to comply with the main provisions of the
Combined Code: Principles of Corporate Governance and Code of Best Practice
derived from a review of the role and effectiveness of non-executive directors
by Derek Higgs and a review of audit committees by a group led by Sir Robert
Smith.

The Directors have established an audit committee and a remuneration committee.
The remuneration committee, consisting of Christopher Thomas as chairman and
George Eccles, will determine the terms and conditions of service of the
executive Directors, including their remuneration. The remuneration committee
will also determine the allocation of share options to employees and directors.
The audit committee, consisting of George Eccles as chairman and Christopher
Thomas, has primary responsibility for monitoring the quality of internal
control and ensuring that the financial performance of the Company is properly
measured and reported on and for reviewing reports from the Company's auditors
relating to the Company's accounting and internal controls, in all cases having
due regard to the interests of Shareholders.

The Directors intend to comply with Rule 19 of the AIM Rules relating to
directors' dealings as applicable to AIM companies and will also take all
reasonable steps to ensure compliance by the Company's applicable employees.
The finance function of the Company will initially be the responsibility of
Nicholas Bridgen, the Chief Executive, who is a chartered accountant. The
Company intends to appoint a part time finance director for the Company, once
the Group has grown sufficiently that the Directors deem it appropriate to make
such appointment.

Additional Information
Your attention is drawn to Part II of this document, which contains risk factors
relating to any investment in the Company, and to Parts III to VI of this
document which contain further information on the Group.



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