Proposed placing of shares and warrants to raise approximately £8,500,000
On 23 November 2004 Oriel announced it had signed an exclusive option agreement
to purchase the Voskhod chrome deposit ("Voskhod"). The Directors of Oriel are
pleased to announce that a conditional sale and purchase agreement has now been
signed under which Oriel will purchase Voskhod. Completion of the purchase is
expected to take place on or about 2 February 2005. In addition, Oriel is
proposing to place new shares and warrants to raise approximately £8,500,000.
Acquisition Structure
Further to the announcement of 23 November 2004, Oriel has crystallised the
structure for the acquisition (the "Acquisition") with the vendors of Voskhod.
Under the structure concluded:
• Oriel will acquire JSC Geoinvest ("Geoinvest") a company incorporated in
the Republic of Kazakhstan from Energinvest Holding GmbH (the "Vendor").
The consideration for the acquisition totals £13,476,362, equivalent to
US$25 million at an exchange rate of US$1.8551/£1, being the exchange rate
prevailing on 11 November 2004.
• Geoinvest is the sole shareholder of Voskhod-Oriel LLP a limited
liability partnership formed in Kazakhstan which has become the counter
party to the mining contract relating to Voskhod with the competent
authority of the government of Kazakhstan.
• The consideration will be satisfied as to £8,085,817 by a payment
in cash on completion (converted into US Dollars at the closing rate
on 18 January 2005 of US $1.8668/£1) and as to the balance by the
issue to the Vendor, or at its direction, of a total of 9,181,352
new ordinary shares in Oriel, credited as fully paid (representing
approximately 5.58% of the Company's currently issued share
capital). The Vendor has directed that 6,426,946 of such shares
should be issued and allotted to a third party.
• Completion is expected to take place on or about 2 February
2005, subject to satisfaction of the conditions set out below.
• The acquisition of Geoinvest is conditional, inter alia, upon:
- the delivery of various legal opinions in agreed form;
- completion by the Vendor of certain registration formalities
regarding Geoinvest's share capital with the relevant Kazakhstan
authorities;
- the delivery of certain lock-in undertakings referred to below; and
- the approval of the Antimonopoly Agency of Kazakhstan being obtained.
• Each of the Vendor and the third party will be required, as a
precondition of completion, to undertake to the Company and to Canaccord
Capital (Europe) Limited ("Canaccord") not to dispose of the shares to be
allotted to them. In the case of the Vendor that undertaking lasts for
six months from completion; in the case of the third party, 12 months. In
each case the undertakings provide that sales in the subsequent 12
month period should be made through Canaccord.
Financing the Acquisition
The Acquisition is not conditional upon the Company raising additional capital.
However, the Board considers that it would be prudent to seek to replace the
monies expended on the cash element of the consideration by way of a placing of
new equity securities. Accordingly the Company proposes to raise approximately
£8,500,000 by way of an institutional placing arranged by Canaccord of units
consisting of one ordinary share and one half of a warrant, at a price per unit
of £0.50 (CAN$1.14). Each warrant is exerciseable at a price of £0.75 (CAN$1.71)
for a period of five years. The placing will be conditional upon completion of
the Acquisition. A further announcement is expected to be made in due course,
which will include the full details of the placing including the terms of the
warrants. The warrants will not initially be admitted to trading on AiM but an
application is expected to be made for such admission following preparation of
an AiM admission document.
The Voskhod Chrome Deposit
The Voskhod chrome deposit is located near Khromtau, Aktubinsk Oblast, Republic
of Kazakhstan. The deposit lies within the Kempirsayskiy Massif, together with
up to 80 other deposits discovered since 1936. One of the world's largest
chrome mines, Donskoy GOK, owned and operated by KazChrome, lies a few
kilometres to the north of the deposit. The Voskhod deposit is at depths of 98
metres to 440 metres below surface and consists of one large lens with up to
nine smaller footwall protrusions. The central section of the orebody is massive
and high-grade and includes vertical thicknesses of 90 to 200 metres.
Infrastructure in the region is well developed with a long history of mining
centred on Khromtau and the deposit has road, rail and power links within a few
kilometres.



