Tethyan Resources Regulatory News (TETH)

 11 November 2010

Triple Plate Junction Plc

("TPJ" or the "Company")

Rejection of possible offer and commencement of Offer Period

Placing of 100,000,000 new ordinary shares to raise £2.5m

The Company reports that it has received an indicative approach from Newmont in respect of a possible offer for the entire issued and to be issued share capital of the Company.

The Company also announces that it is undertaking a placing of 100,000,000 new ordinary shares (the "Placing Shares") at 2.5p per share to raise £2.5m, before expenses (the "Placing"). The Placing is being strongly supported by both existing and new shareholders and will secure the Company's financial position for the next 12 months. The funds raised will be used to advance the Company's joint ventures and examine new exploration opportunities in Papua New Guinea, Vietnam and other South East Asian countries.

The proposed offer price, which valued TPJ at approximately £9 million on a diluted basis, equivalent to 4 pence per share in cash, was determined prior to the Placing being finalised. On a diluted basis, following the Placing, Newmont's indicative offer for the Company would equate to 3.5 pence per TPJ share in cash for the purpose of Rule 2.4(c) of the City Code on Takeovers and Mergers (the "Code"). The board has unanimously rejected the offer as not representing a fair value for shareholders. Newmont is currently considering its position with regard to the Company following the initial approach. Shareholders should be aware that there is no guarantee that an offer will be forthcoming from Newmont. Newmont has given its consent for the Placing to proceed, as required by the Code.

Newmont currently holds warrants over 17,000,000 shares at 7 pence per share (the "Warrants"), exercisable by 23 December 2010. The Company has agreed to reduce the price of the Warrants to 2.5 pence, in line with the placing price. In addition, funds raised through the exercise of the Warrants will now be available for general use by the Company and will not be solely applied to the JV.

TPJ has a number of projects in South East Asia, including joint ventures in Papua New Guinea with Barrick (Wamum), Gold Anomaly (Crater Mountain) and Newmont Ventures Limited ("Newmont") (Morobe), and is in discussions with Newcrest regarding a further prospect at Manus Island. As announced by the Company on 24 September 2010, Newmont has recently elected to proceed with Phase II of the Morobe project and we anticipate that they will commence a drilling programme in 2011. Drilling is also expected to occur at Crater Mountain in 2011.

Since 2 July 2010, the Company has announced on several occasions the need to raise significant funds by the end of November 2010. Newmont, which holds 10.1 per cent. of the Company's current issued share capital, has been fully supportive of the Company's proposal to raise funds and is subscribing for £0.5m in the Placing. 

Following completion of the Placing, Newmont will be interested in 37,000,000 ordinary shares, representing 13.8 per cent. of the issued share capital as enlarged by the Placing. Assuming the exercise in full by Newmont of all its subscription rights and warrants in the Company (and assuming no other subscription rights are exercised), Newmont would be interested in 84,000,000 ordinary shares, representing 26.6 per cent. of the diluted share capital (excluding any accrued interest under the terms of the convertible loan note).

Under the AIM Rules for Companies, the re-pricing of the Warrants is classified as a related party transaction. The directors of the Company consider, having consulted with Daniel Stewart & Company Plc, the Company's Nominated Adviser, that the terms of the re-pricing of the Warrants with Newmont are fair and reasonable insofar as the Company's shareholders are concerned.

The Placing Shares will rank pari passu with the existing ordinary shares already in issue. Application has been made for admission to trading on AIM which is expected to occur and dealings to commence at 8.00am on 16 November 2010.

This announcement is being made with the approval of Newmont.

For further enquiries please contact:

Triple Plate Junction Plc +44 (0) 20 7602 1570

Tony Shearer

Daniel Stewart & Company plc +44 (0) 20 7776 6550

Antony Legge / Oliver Rigby

This announcement is also available on the Company's web site: www.tpjunction.com

The directors of TPJ, accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the TPJ directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Daniel Stewart & Co, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to TPJ and no-one else in connection with the possible offer and the other matters described in this announcement and will not be responsible to anyone other than TPJ for providing the protections afforded to clients of Daniel Stewart & Co or for providing advice in relation to the possible offer, the contents of this announcement or any other matter referred to herein.

Rule 2.10

Triple Plate Junction confirms that as at the date of this announcement it has 168,769,912 ordinary shares of 1.0p each in issue with ISIN GB0034039965 in accordance with Rule 2.10 of the Code.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.