Listed on the AIM of the London Stock Exchange and with executive leadership headquartered in Singapore, Archipelago is a dynamic and growing mid-cap gold producer. Our key asset is the Toka Tindung Gold Mine, located in North Sulawesi, Indonesia, which currently has a nine-year mine life (plus seven years of stockpile). We are also pursuing exploration initiatives in Vietnam and the Philippines.

Recent highlights in Archipelago's continuing growth story include:
•successful commissioning of the Toka Tindung Gold Mine, with the first gold pour having occurred on 1 April 2011;
•successful completion of construction and ramp up, with nameplate production being achieved in November 2011;
•production for 2011 of 61,191 Au Eq oz at a cash cost of US$579 per oz; and
•publication of a revised JORC compliant resource and reserve statement, supporting an increase in the life of mine to nine years, with seven years of subsequent stockpiles.

We are continuing to increase our profile, operational scale and output, with a view to supporting growth initiatives by leveraging off our production base and relative low per ounce cost status. Our transition from explorer to producer is compelling in the South East Asian context, especially given the range of social licence and geo-political issues that we have successfully navigated to achieve this.

Our principal activities are gold mining and exploration in Indonesia as the 95% owner of the producing Toka Tindung Gold Mine in North Sulawesi. Following the successful commissioning of Toka Tindung, Archipelago has created a significant value proposition for investors: a quality, low cost South East Asian gold producer with excellent growth potential. We now have optionality to grow through resource expansion, ongoing exploration and leverage to consolidation opportunities.

Key Asset summary

The Toka Tindung Gold Mine is located about 34km north-east of Manado, the provincial capital of North Sulawesi. Toka Tindung comprises a system of epithermal veins containing a resource of 3.10 million gold equivalent ounces. In 2012, Archipelago expects to produce between 135,000 and 145,000 gold equivalent ounces at a cash cost of between US$580 and US$640 per ounce.

Title to the Toka Tindung Gold Mine is via two Contracts of Work arrangements and exploration permits covering 400km² of well mineralised - and only partially explored - ground in addition to the defined resource.

Other Projects

We are also advancing exploration initiatives in Vietnam and the Philippines.

Archipelago maintains an exploration team in Hanoi, Vietnam, which is responsible for pursuing and reviewing opportunities in Vietnam and across Indo-China. Team members have strong and effective relationships with Government and business leaders across the region.

Archipelago has the right to acquire not less than an 80% interest in a number of exploration projects (currently held by Corplex Resources, Inc.) located in the Phillipines, including in the gold-copper rich Surigao peninsula of North East Mindanao, host to the high-grade Boyongan copper-gold porphyry.

Corporate

Archipelago is the only significant gold producer with a head office in Singapore. We take an active role in building our profile, and that of the mining sector, in the high growth South East Asian region.


http://www.archipelagoresources.co.uk/

Unconditional Recommended Cash Offer

RNS


RNS Number : 0805P

Archipelago Resources PLC

27 September 2013




Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into, and will not be capable of acceptance from or within, any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdictions

For Immediate Release

27 September 2013

AIM: AR.

Archipelago Resources plc

("Archipelago" or "the Company")



Unconditional Recommended Cash Offer

by

PT Rajawali Corpora

to acquire the entire issued and to be issued share capital of

Archipelago Resources plc

not already owned by PT Rajawali Corpora or its associated undertakings

The Independent Directors of Archipelago and the board of PT Rajawali Corpora ("Rajawali") are pleased to announce that they have reached agreement on the terms of an unconditional recommended cash offer to be made by Rajawali for the entire issued and to be issued share capital of Archipelago not already owned or agreed to be acquired by Rajawali or its associated undertakings. The Offer Document setting out further information regarding the Offer and the terms thereof is being sent to Archipelago Shareholders today, together with a Form of Acceptance.

The Offer is not subject to any conditions and therefore is unconditional.

Appendix 3 contains definitions of certain terms used in this Announcement.

A copy of the Offer Document will be available later today, subject to certain restrictions related to persons resident in Restricted Jurisdictions, on Archipelago's website at www.archipelagoresources.co.uk during the course of the Offer Period.

Summary of the Offer

· The Offer Price is 58 pence in cash for each Archipelago Share, valuing Archipelago's existing issued share capital at approximately £338 million.

· The Offer Price represents a premium of approximately:

o 18.4 per cent. over the Closing Price of 49 pence per Archipelago Share on 26 September 2013, being the last Business Day prior to the date of this Announcement;

o 22.2 per cent. over the one month volume weighted average price on 26 September 2013, being the last Business Day prior to the date of this Announcement;

o 28.8 per cent. over the two month volume weighted average price on 26 September 2013, being the last Business Day prior to the date of this Announcement; and

o 35.6 per cent. over the three month volume weighted average price on 26 September 2013, being the last Business Day prior to the date of this Announcement.

· The cash consideration payable to Archipelago Shareholders under the terms of the Offer will be paid for by its nominee Will Overseas which will be funded by a facility entered into between, inter alios, an international lending bank, Rajawali and Will Overseas on 25 September 2013.





· Rajawali has:

(i) entered into a share purchase agreement pursuant to which it has unconditionally contracted to acquire 2,033,015 Archipelago Shares at the Offer Price, representing approximately 0.35 per cent. of Archipelago's existing issued share capital;

(ii) received irrevocable undertakings to accept, or procure acceptance of, the Offer in respect of a total of 89,420,867 Archipelago Shares, representing approximately 15.37 per cent. of Archipelago's existing issued share capital; and

(iii) received irrevocable undertakings to accept, or procure acceptance of, the Offer in respect of options relating to a total of 950,000 Archipelago Shares, representing approximately 0.16 per cent. of the Enlarged Issued Share Capital.

· The Archipelago Shares, which are the subject of the undertakings and agreements set out in (i) to (iii) above, and the Put Option Agreements referred to below, when aggregated with those Archipelago Shares already held by Rajawali directly or indirectly or which Rajawali has unconditionally contracted to acquire represent, in aggregate, 77.84 per cent. of voting rights of the Enlarged Issued Share Capital.

· Such irrevocable undertakings as referred to above represent 15.50 per cent. of the Enlarged Issued Share Capital, which together with Archipelago Shares which Rajawali holds directly or indirectly or has otherwise unconditionally contracted to acquire represent 68.36 per cent. of the Enlarged Issued Share Capital.

· Rajawali has further entered into Put Option Agreements with certain Archipelago Shareholders who have decided to retain their holdings in the Company and agreed not to accept the Offer and instead have been granted an option, subject to certain conditions, to transfer Archipelago Shares to Rajawali at a later date in exchange for cash and/or shares in an Indonesian company which will hold the assets of the Archipelago Group pursuant to the proposed Restructuring and may be listed on the Indonesia Stock Exchange.

· Under the terms of the Put Option Agreements, such Archipelago Shareholders, who hold 10.04 per cent. of the voting rights in the existing issued share capital of the Company, have appointed Rajawali as their proxy to vote in respect of a resolution to be proposed by the Company, at the request of Rajawali, to cancel its admission to trading on AIM.

· Rajawali intends to exercise the voting rights that it already holds or has obtained pursuant to the agreements and undertakings referred to above, representing 77.84 per cent. of the total voting rights in the Enlarged Issued Share Capital.

· Together with the Archipelago Shares already held, directly or indirectly by Rajawali as at the date of this Announcement and the Archipelago Shares it has unconditionally contracted to acquire and that it will acquire pursuant to the irrevocable undertakings set out above, Rajawali has the right to exercise voting rights in respect of 77.84 per cent. of the total voting rights in the Enlarged Issue Share Capital which Rajawali intends to vote in favour of the above mentioned resolution.

· Within five Business Days of the date of the Offer Document, Archipelago intends, at the request of Rajawali, to notify the London Stock Exchange of its intention to cancel the admission of Archipelago Shares to trading on AIM. It is also intended that a circular convening a general meeting to consider such resolution will be sent to Archipelago Shareholders within the next 5 Business Days.

· The Independent Directors of Archipelago, who have been so advised by Liberum Capital, consider the Offer Price to be fair and reasonable and are recommending Archipelago Shareholders, other than those who have separately entered into Put Option Agreements in respect of all or a specific portion of their holdings, to accept the Offer.

Archipelago Shareholders who choose not to accept the Offer should be aware that: they will become shareholders of an unlisted company which will significantly reduce the marketability and liquidity of the Archipelago Shares; they will lose the associated protections afforded by the AIM Rules; there will be no definitive options for exit; and that there is no certainty as to the economic effect of the proposed restructuring of the Group, which includes the transfer of the Group's assets.

· The Company is not currently subject to the City Code. However, following certain rule changes it will become subject to the City Code as from 30 September 2013. Shareholders should note that given that the Offer has been made on 27 September 2013, and is unconditional from the outset, the Offer is not governed by, nor do all the terms comply with, the City Code and, following consultation with the Takeover Panel, the City Code will not apply to the portion of the Offer Period that extends beyond 29 September 2013. Accordingly, Archipelago Shareholders will therefore not be afforded the protections of the City Code in respect of the Offer.

Commenting on the Offer, Colin Sutherland, CEO of Archipelago, said:

"Archipelago has provided shareholders with strong growth over the last four years. The Offer is priced at a level that represents an opportunity for minority shareholders to realise their investment at an attractive cash premium to the prevailing market price, in view of the strategic move by Rajawali to restructure Archipelago into an Indonesian listed entity."



Stephen Sulistyo, Managing Director - Business Development & Investment, of Rajawali, said:

"We believe that the cash offer price fairly reflects the Company's true value and should be satisfactory to all the shareholders of Archipelago. We would like to thank the Independent Committee of Archipelago for its professionalism and commitment to overseeing the protection of minority shareholders and for working with the Rajawali team to ensure a good and fair outcome for all stakeholders."





CONFERENCE CALL



A conference call will be held for analysts and investors at 8:30am (London time) today.



Access can be obtained via the following details:



UK free call: 08082370040

International dial in: +44 203 4281 542

Participant code: 85034580#





Archipelago is being advised by Liberum Capital Limited in relation to the Offer.

Rajawali is being advised by J.P. Morgan Limited in relation to the Offer.

This Announcement should be read in its entirety, including the appendices. The Offer will be subject to the terms set out in Appendix 1 and those which will be set out in the Offer Document and Form of Acceptance, which Rajawali shall despatch to Archipelago Shareholders later today. Appendix 2 of this Announcement contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 of this Announcement contains definitions of certain terms used in this summary and the following announcement.

Enquiries:

Archipelago Resources (LON:AR.) gave hope to AIM’s gold companies on Friday as it agreed to a takeover by Indonesia’s PT Rajawali Corporation, which already owns 53% of the company.

The 58 pence-a-share bid values Archipelago, which produces gold in the South East Asian country, at £338mln.

The unconditional offer is an 18% premium to yesterday’s closing market price of 49 pence, which sparked life into the shares on Friday, rising 17% to 57.5 pence each.

Junior gold companies have felt the heat of falling commodities prices, putting the livelihoods of many under threat. But Archipelago has proved that investors can still find value in the embattled sector.

Chief executive Colin Sutherland said: “Archipelago has provided shareholders with strong growth over the last four years.

“The offer is priced at a level that represents an opportunity for minority shareholders to realise their investment at an attractive cash premium to the prevailing market price, in view of the strategic move by Rajawali to restructure Archipelago into an Indonesian listed entity.”