NLG.L Regulatory News (NLG)

19 Oct 2005 14:00

Nelson Resources Limited19 October 2005 Nelson Resources Limited LUKOIL OVERSEAS ACQUIRES APPROXIMATELY 65% OF THE ISSUED AND OUTSTANDING COMMON SHARES OF NELSON RESOURCES Toronto, Ontario, October 19, 2005 The Toronto Stock Exchange requires that Nelson Resources disseminate this pressrelease. Nelson Resources Limited ("Nelson") of Bermuda (TSX/AIM: NLG) previouslyannounced that it had entered into a definitive agreement with LUKOIL OverseasHolding Ltd. ("Lukoil") dated October 13, 2005 to effect an amalgamation betweenNelson and a wholly-owned subsidiary of Lukoil. On the effective date of thisamalgamation, all issued and outstanding common shares of Nelson on a fullydiluted basis will be exchanged for US$2 billion in cash, resulting in a paymentto shareholders of approximately US$2.1916 per fully diluted share. Based on public filings dated October 14, 2005, Lukoil has acquired fromNelson's principal shareholders 566,393,162 common shares of Nelson representingapproximately 65% of the issued and outstanding common shares of Nelson. Nelson is seeking verification of the facts surrounding Lukoil's purchase ofcontrol from the principal shareholders, to confirm that a majority of minorityvote on the amalgamation is not required pursuant to Ontario SecuritiesCommission Rule 61-501 - Insider Bids, Issuer Bids, Going Private Transactionsand Related Party Transactions. The meeting of shareholders of Nelson to consider the amalgamation has beencalled for December 2, 2005, with a record date of October 25, 2005. Nelson Resources Limited is an oil exploration and production company withoperations in the Republic of Kazakhstan. The Company established its presencein the Kazakhstan oil sector in 2000 and its management team, comprising of bothinternational and Kazakh executives, has extensive experience of the Kazakhoperating and regulatory environment. For further information, please contact: Nelson Resources LimitedNicholas Greene, Chief Financial Officer Tel: +44 20 7495 8908ngreene@nelsonresources.co.uk Fred Hodder Tel: +44 20 7495 8908fhodder@nelsonresources.co.uk Investor Relations (London)Bell Pottinger Corporate & FinancialNick Lambert Tel: +44 (0) 20 7861 3232 Investor Relations (Toronto)Cavalcanti Hume Funfer IncOlav Svela, Vice President Tel: +1 416-868-1079olav@chfir.com If you prefer to receive press releases by e-mail, please contact HeatherColpitts (heather@chfir.com) and specify "Nelson press releases" in the subject line Further information on Nelson Resources can be found on the Company's website at THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES ORFOR DISSEMINATION IN THE UNITED STATES. This news release does not constitute anoffer to sell or a solicitation of an offer to buy any of the securities of theCompany in the United States. The securities of the Company have not been andwill not be registered under the United States Securities Act of 1933, asamended (the "U.S. Securities Act") or any state securities laws and may not beoffered or sold within the United States or to U.S. persons unless registeredunder the U.S. Securities Act and applicable state securities laws or anexemption from such registration is available. The TSX neither approves nor disapproves of the information contained herein. - ENDS - This information is provided by RNS The company news service from the London Stock Exchange