Ovoca Bio Regulatory News (OVB)

10 May 2005 10:16

Ovoca Resources PLC10 May 2005 Ovoca Resource plc ("Ovoca" or the "Company") Acquisition of Norplat Limited ("Norplat") The board of Ovoca Resources plc, the international exploration company, (OVG.IDublin and OVG.L London), is pleased to announce that it has completed theacquisition of a 78 percent interest in the issued share capital of Norplat (the"Acquisition"), subject only to admission of the new ordinary shares to tradingon the Irish Enterprise Exchange ("IEX"). As consideration for the Acquisition,Ovoca will issue 39,500,000 new ordinary shares or 11 Ovoca ordinary shares forevery 10 ordinary shares in Norplat transferred. In addition Ovoca has entered into a call option agreement which will give Ovocathe right, but not the obligation, to acquire the remaining 22 percent of theissued share capital of the Company and also all of the issued warrants over theshare capital of Norplat (the "Option Agreement"). The consideration for eachNorplat ordinary shares acquired pursuant to the Option Agreement will be 11Ovoca ordinary shares for every 10 ordinary shares in Norplat transferred.There are 10,000,000 warrants over the share capital of Norplat in issue each ofwhich is convertible into one ordinary share in Norplat. These warrants have anexercise price of Stg 6p and will expire on 31 December 2005. There are 33 shareholders in Norplat and their collective interest, includingtheir interests held before the Acquisition, will be 45.4 percent of theenlarged share capital of Ovoca. Background to and Reasons for the Acquisition Norplat holds an exploration licence in the Kola Peninsula which forms part ofthe Baltic shield of North West Russia. This Kolmozero-Voronya explorationlicense area has been subjected to varying degrees of exploration activity forover 50 years, the majority of which has been conducted by governmentalorganisations. The license is valid until 15 July 2008. The Acquisition gives Ovoca immediate ownership of a controlling interest in acompany with exploration prospects, which include known platinum, gold, copperand nickel mineralisation. A competent persons report prepared by SRKConsulting has reported a resource of 900,000 ounces of gold under Russiangeological resource estimation standards. Norplat is currently carrying out a diamond trenching and drilling programme ontwo of the advanced platinum and gold prospects, Oleninskoye and Nyalm, withinits License. In addition, Norplat is at an advanced stage in its application toenlarge the current licence area in the Kola Peninsula to include additionalgold, platinum group and base metal prospects. The board believes that Norplat's assets, including their exploration propertiesand assets in Russia, will complete the transformation of the Company into amore geographically diversified base and precious metals exploration companywith an experienced management team and a strong balance sheet. Changes to the Board Mr Roger Turner and Dr. Barrie Oakes, will join the board of Ovoca as Chairmanand Chief Executive officer respectively. Both have a track record in theacquisition, exploration and ultimate development of mining projects in theformer Soviet Union and worldwide. Mr Turner is well known in the miningindustry with experience in establishing and managing early stage miningcompanies and developing mines, of which the latest include Oxus Gold plc andMinco plc. Dr. Barrie Oakes has over 35 years experience in the mining industryworking in North America, Africa, Arabia, Eastern Europe and Former SovietUnion. He has worldwide experience in senior management acquiring evaluatingand developing precious and non-ferrous mining projects. The board following the Acquisition will consist of: Roger Turner Non-Executive ChairmanBarrie Oakes Chief Executive OfficerJohn O'Connor Finance DirectorPaul Smithwick Non-Executive DirectorRichard O'Shea Non-Executive DirectorDavid Dobson Non-Executive Director Orderly market arrangement To ensure an orderly market for Ovoca, a number of larger vendors, including thedirectors of Norplat, have entered into an undertaking with the Company thatthey will not sell or dispose of, or agree to sell or dispose of, any of theirshareholding in Ovoca for periods ranging from 6 to 12 months following the dateof admission of the new ordinary shares to trading on the IEX. Admission Application will be made to the Irish Stock Exchange for 39,500,000 ordinaryshares to be admitted to trading on the Irish Enterprise Exchange of the IrishStock Exchange. Dealing is expected to commence in these shares on 16 May 2005.These new ordinary shares have been allotted and will rank pari passu in allrespects with the existing issued ordinary shares. Contacts Barrie Oakes +44 (0)795 1139266 Roger Turner +44 (0)773 092813 John O'Connor +353 (0)1 491 2944 Richard O'Shea +353 (0)87 2560 397 John Frain (Davy Corporate Finance) +353 (0)1 679 6363 This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange This information is provided by RNS The company news service from the London Stock Exchange