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Cambrian Oil and Gas (COIL)     

dexter01 - 02 Mar 2005 08:36

graph.php?epic=SLV





Silvermines Media PLC
01 March 2005


Silvermines Media PLC (the 'Company')
1 March 2005


First Day of Dealings of Enlarged Share Capital on AIM
Acquisition of Zhibek Resources Plc
Change of name from Silvermines Media PLC to Cambrian Oil & Gas Plc

Silvermines Media PLC (AIM: SLV), to be re-named Cambrian Oil & Gas Plc (AIM:
COIL), a company admitted to trading on AIM on 15 July 2004 to seek acquisition
and investment opportunities, is pleased to announce its first day of dealings
on AIM today following its acquisition of Zhibek Resources Plc ('Zhibek').

The Company announced on 4 February 2005 that it had conditionally agreed to
acquire the entire issued share capital of Zhibek (including all outstanding
convertible securities) in consideration for the issue of 40,000,000
Consideration Shares and 13,333,333 Warrants. As of 26 January 2005 (being the
date on which Ordinary Shares were suspended from trading on AIM) the closing
mid-market price of an Ordinary Share was 7.5p, valuing Zhibek at approximately
3 million and Silvermines at approximately 1.7 million.

The Company has also raised 1.95 million, net of expenses, by way of a Placing
of 45,000,000 Placing Shares, undertaken in order to provide working capital for
the Enlarged Group.

Dealings in the Enlarged Share Capital consisting of 23,115,000 existing
Ordinary Shares, 45,000,000 Placing Shares and 40,000,000 Consideration Shares
commence on AIM today.

Commenting on the successful completion of the Acquisition and Placing, John
Byrne, the Company's Non-Executive Chairman, said:

'The formation of COIL now enables Zhibek to develop its strategy of oil and gas
exploration, development and production, both internationally and particularly
in the Kyrgyz Republic. It is a very exciting time for us as we continue the
development of the initial two projects - Beshkent Togap and Tash Kumyr - and
look forward to reporting our progress in the near future.'

Full details of the Proposals were set out in the Admission Document to
shareholders dated 4 February 2005. The definitions in the Admission Document
also apply to this announcement.

For further information please contact:

Cambrian Oil & Gas Plc
Neale Taylor, Chief Executive 0207 493 7671
Paul Mc Groary, Non-Executive Director 07930568160
(former Chief Executive, Silvermines Media PLC)

W.H. Ireland
Tim Cofman 0121 6162101

Parkgreen Communications
Justine Howarth/Victoria Thomas 02074933713


This information is provided by RNS
The company news service from the London Stock Exchange

**************************************************
Silvermines Media PLC
28 February 2005



Silvermines Media PLC

28 February 2005



Result of Extraordinary Meeting



Silvermines Media PLC (AIM: SLV), a company admitted to trading on AIM on 15
July 2004 to seek acquisition and investment opportunities, is pleased to
announce that all of the resolutions put before the Extraordinary General
Meeting today were duly passed.



Accordingly, the 45,000,000 Placing Shares and 40,000,000 Consideration Shares
have been conditionally allotted subject to Admission, which is expected to
occur at 8.00am on 1 March 2005 and the Company's change of name to Cambrian Oil
& Gas Plc will become effective at that time.



Upon Admission, the members of the Concert Party will own approximately 45.8 per
cent. of the Company's issued ordinary share capital (assuming members of the
Concert Party do not exercise any Warrants or Options). If all such Warrants and
Options were exercised the members of the Concert Party could be interested in
up to 53.8 per cent. of the further enlarged share capital of the Company.



Full details of the Proposals were set out in the Admission Document to
shareholders dated 4 February 2005. The definitions in the Admission Document
also apply to this announcement.



For further information please contact:


Cambrian Oil & Gas Plc
Neale Taylor 0207 493 7671
Paul Mc Groary, Non-Executive Director (former Chief Executive of Silvermines 07930 568 160
Media PLC)

W.H. Ireland
Tim Cofman 0121 616 2101

Parkgreen Communications
Justine Howarth/Victoria Thomas 0207 493 3713




This information is provided by RNS
The company news service from the London Stock Exchange
***************************************************
Silvermines Media PLC
01 March 2005


Silvermines Media PLC (the 'Company')
1 March 2005


Directorate Changes


Further to the announcement regarding first day dealings in the Company's
Enlarged Share Capital on AIM today, the Board of Silvermines Media PLC (AIM:
SLV), to be re-named Cambrian Oil & Gas Plc (AIM: COIL), announces the following
directorate changes.


Smit Berry and Haresh Kanabar have resigned from the Board as Non-Executive
Chairman and Executive director respectively, with immediate effect, to focus on
their other business activities. Paul Mc Groary will step down as Chief
Executive to become a Non-Executive Director of the Company.


In addition, the Board of the Company is delighted to appoint John Byrne, aged
55 as Non-Executive Chairman, Neale Taylor, aged 62 as Chief Executive, Jurgen
Hendrich, aged 43 and lan Ennis, aged 63 as Executive Directors, and Jonathan
Malins, aged 57 as Non-Executive Director, all with immediate effect. The newly
appointed directors are all directors of Zhibek Resources Plc.


For further information please contact:

Cambrian Oil & Gas Plc
Neale Taylor, Chief Executive 0207 493 7671
Paul Mc Groary, Non-Executive Director (former
Chief Executive 07930 568 160
of Silvermines Media PLC

W.H. Ireland
Tim Cofman 0121 616 2101

Parkgreen Communications
Justine Howarth/Victoria Thomas 0207 493 3713




This information is provided by RNS
The company news service from the London Stock Exchange












dexter01 - 02 Mar 2005 08:43 - 2 of 144

This is the RNS from SLV regarding the takeover, for anyone that did`nt see the SLV thread
Dexter
**************************************************
Silvermines Media PLC
04 February 2005


For immediate release: 4 February 2005


Silvermines Media Plc
('Silvermines' or 'the Company')

Proposed Acquisition of Zhibek Resources Plc
Approval of waiver to be granted by the Panel on Takeovers and Mergers
Proposed change of name to Cambrian Oil & Gas Plc
Placing of 45,000,000 Ordinary Shares of 1p each at 5p per share
Proposed issue of Warrants
Silvermines to hold Extraordinary General Meeting on 28 February 2005


Key Highlights

Silvermines has conditionally agreed to acquire the entire issued share
capital of Zhibek in consideration for the issue of 40,000,000 Ordinary
Shares at 5p each and the proposed issue of 13,333,333 Warrants

At a closing mid-market price of 7.5p per Ordinary Share on 26 January
2005, the date on which the Ordinary Shares were suspended from trading on
AIM, the acquisition values Zhibek at 3 million and Silvermines at 1.7
million

Placing through W.H. Ireland to raise 2.25 million gross (1.95 million
net) for working capital for the Enlarged Group

Proposed change of name to Cambrian Oil and Gas Plc

Under the AIM rules, the acquisition constitutes a reverse takeover and
requires shareholder approval at an EGM

The Directors and major shareholders, representing approximately 69 per
cent. of the existing Ordinary Shares in Silvermines, have irrevocably
undertaken to vote in favour of the proposed Resolutions

Enlarged Group will comprise the oil and gas exploration and development
assets of Zhibek, currently located primarily in the Kyrgyz Republic

Full details of the Proposals are attached

Copies of the Admission Document posted to Shareholders today are available from
W.H. Ireland, 26 Bennetts Hill, Birmingham B2 5QP. Suspension of the existing
Ordinary Shares is expected to be lifted following publication of this
announcement.



For further information please contact:

WH Ireland Silvermines Media PLC Parkgreen Communications
Tim Cofman-Nicoresti Paul Mc Groary, Chief Executive Justine Howarth / Victoria Thomas
+44 (0) 121 665 4615 +44 (0) 7930 568 160 +44 (0) 20 7493 3713





SILVERMINES MEDIA PLC ('Silvermines' or the 'Company')
Proposed Acquisition of Zhibek Resources Plc
Approval of waiver to be granted by the Panel on Takeovers and Mergers
Proposed change of name to Cambrian Oil & Gas Plc
Placing of 45,000,000 Ordinary Shares of 1p each at 5p per share
Proposed issue of Warrants

W.H. Ireland Limited
Nominated Adviser and Broker


The Board of Silvermines today announces that the Company has conditionally
agreed to acquire the entire issued share capital of Zhibek (including all
outstanding convertible securities) in consideration for the issue of 40,000,000
Ordinary Shares and 13,333,333 Warrants. As of 26 January 2005 (being the date
on which the Ordinary Shares were suspended from trading on AIM) the closing mid
market price of an Ordinary Share was 7.5p, valuing Zhibek at approximately 3
million and Silvermines at approximately 1.7 million.

The Company has also conditionally raised 1.95 million, net of expenses, by way
of the Placing which is being undertaken in order to provide working capital for
the Enlarged Group.

The Consideration Shares will represent 37 per cent. of the Enlarged Share
Capital and in view of the size of Zhibek relative to the Company, the
Acquisition will constitute a reverse takeover of Silvermines under the AIM
Rules and therefore requires the prior approval of Shareholders at an
Extraordinary General Meeting. In conjunction with the Acquisition, Silvermines
proposes to change its name to Cambrian Oil & Gas Plc.

Additionally, because the members of the Concert Party (comprising certain of
the Zhibek shareholders and associated parties) will own more than 30 per cent.
of its Enlarged Share Capital as a result of the Acquisition and the
participation of Cambrian in the Placing, the Company is seeking a waiver under
Rule 9 of the City Code, which would otherwise require the members of the
Concert Party to offer to acquire those Ordinary Shares that they do not own. A
proposal seeking Shareholder approval for such a waiver is included in the
notice of the Extraordinary General Meeting set out at the end of the Admission
Document which has been posted to Shareholders today.

BUSINESS AND STRATEGY

The share capital of Silvermines was admitted to trading on AIM on 15 July 2004.
The prospectus issued by it at that time stated that the Directors intended to
seek acquisition and investment opportunities in the media, advertising and
marketing sectors. However, whilst the Directors believed that there were a
number of opportunities for such investment, the strengthening in the
advertising sector has, in the opinion of the Directors, caused an increase in
price expectations such that the Directors have been unable to find investments
of the appropriate quality at a price which the Board was prepared to sanction.
Accordingly, the Directors have looked at other business sectors for
opportunities which they consider capable of providing an appropriate return on
investment.

Under the Proposals, the Company will enter the field of investment in oil and
gas exploration and development, through the acquisition of Zhibek, the existing
business of which will be continued and developed. This will bring with it not
only the oil and gas exploration and production interests described in Part II
below, but also a continuing relationship with Cambrian, which, on
implementation of the Proposals, will have an interest in 27 per cent. of the
Enlarged Share Capital and which has agreed to offer all of its potential future
opportunities in oil and gas interests to the Company in the first instance.

Cambrian's principal business is the exploration for and development of mineral
deposits. However, because Cambrian is actively looking at investment
opportunities in a number of countries that also have oil and gas reserves, its
directors often become aware of opportunities to invest in the exploration and
development of such assets. The Directors and Proposed Directors therefore
believe that the Proposals will enable the Enlarged Group access to a number of
further investment opportunities.

DIRECTORS AND PROPOSED DIRECTORS

The Board currently comprises three Directors as follows:

Smit Berry (aged 35) Non-Executive Chairman

Smit is the founder of Equitylink Limited, a publisher of two investment
newsletters which provide research on fully listed and AIM stocks across a
variety of industry classifications. He is Chief Executive of Silentpoint plc
and, until March 2004, served as a non-executive director of Knowledge
Technology Solutions PLC which he co-founded in 1999. Smit obtained a BEng(Hons)
in Computing Science from Imperial College, University of London in 1991.

Paul Mc Groary (aged 47) Chief Executive

Paul is Chairman of Eyeconomy Holdings PLC, an OFEX traded company which invests
in knowledge based companies. He was until March 2004 commercial director of
Knowledge Technology Solutions PLC, an AIM quoted publisher of market data
solutions on a subscription basis, which he helped to found in 1999. He was
formerly Chairman of Latin American Copper PLC and is an active investor in the
mining industry including most recently taking a personal stake in a prospective
Canadian Uranium property. Paul in a personal capacity is a serial investor in a
number of private businesses.

Haresh Kanabar (aged 46) Finance Director

Haresh qualified as a certified accountant in 1986. Following a number of
finance positions with Fisons plc, Reed International plc and Texas Homecare
Limited he became finance director of F E Barber Limited, a subsidiary of
Hillsdown Holdings Limited, in 1994. In 1997 he was appointed group finance
director of Whitchurch Group Plc which he left in May 1998 to become finance
director of TMV Finance Limited. In December 1999 he left to join Corvus Capital
Inc. as chief executive, and in November 2002 he left to become finance director
of Gaming Insight plc. Haresh is also currently Chief Executive of Blue Star
Capital plc, non-executive Chairman of Greenfield Construction Group, India
Outsourcing Services plc and Silentpoint plc and executive director of Bombay
Restaurants plc, Knighteagle plc and Aurum Mining Plc. Haresh was also a
director of Spiritel plc until July 2004.

Immediately prior to Admission, Smit Berry and Haresh Kanabar will resign from
the Board, and Paul Mc Groary will step down as Chief Executive to become a Non-
Executive Director of the Company.

Particulars of all service contracts with more than 12 months to run between the
Company and the Directors and the Proposed Directors are set out in the
Admission Document.

Save in respect of the executive Directors, Silvermines does not have any
employees.

Details of Proposed Directors

Upon completion of the Acquisition and Admission, the following directors of
Zhibek will join the Enlarged Group Board:

John Byrne (aged 55) Non-Executive Chairman

John is the Chairman of Western Canadian Coal Corporation and Chief Executive
Officer of Cambrian, and is also on the boards of a number of other companies
which are listed in Part XI of the Admission Document. John has more than 26
years experience in the resource industry as an investor and resource business
developer.

Neale Taylor (aged 62) Chief Executive

Neale B.Sc (Applied Geology, Hons), MS (Pet Eng), MBA FAICD has over 30 years'
technical, operating and commercial experience in oil and gas exploration and
production. Through his involvement with Esso Australia, Terra Gas Trader and
Nexus Energy, he has been involved in acquisitions, marketing and joint venture
management. He is a non-executive director of the ASX-listed company, Tap Oil
Ltd and of the AIM quoted company Zari Resources Plc. He is a member of the
Society of Petroleum Engineers and a Fellow of the Australian Institute of
Company Directors.

Jonathan Malins (aged 57) Non-Executive Director

Jonathan qualified as a Chartered Accountant in the early 1970s. After
qualification he founded his own accountancy firm and was in practice until
1982. From 1993 to date, he has run his own coal processing equipment supply
company predominately supplying equipment to Russia. Currently he is a
non-executive director of OreVest Plc, a manganese mining company which is
trading on OFEX, a non-executive director of the AIM listed Asia Energy Plc, a
coal mining and exploration company, as well as an executive director of AIM
listed Cambrian Mining Plc, a London-based mining finance house.

Jurgen Hendrich (aged 43) Executive Director

Jurgen gained his petroleum industry experience with Esso Australia over 12
years as a petroleum geologist before joining leading Australian private stock
broking firm, JB Were and Son, as their Energy Analyst in 1996. Following four
years in this role, Jurgen joined boutique equities fund manager BM Capital
Management as a senior investment analyst. In early 2001 he established his own
consulting company.

Ian Ennis (aged 63) Executive Director

Ian Grad. Dip. Mineral ProcTech. (Bendigo) was a founding director of Action
Hydrocarbons Limited and brings skills in international business development,
marketing, sourcing of opportunities and shareholder/joint venture relations. He
has managed oil and gold exploration programs in Australia, New Zealand, the
Philippines and the Kyrgyz Republic. He is involved in environmental technology
development, including the securing of USEPA grant funding for mine waste
research programs.

CURRENT TRADING

The Ordinary Shares of Silvermines were admitted to trading on AIM on 15 July
2004. At that time the Company had cash of 610,000 and no other significant
assets or liabilities. Since then, Silvermines' business has been solely to look
for an appropriate acquisition and as at 31 December 2004 it had cash of
605,000. Following Completion, Silvermines will assume and undertake the
business of the Zhibek Group.

Silvermines' interim results were published on 30 December 2004 but have been
superseded by the information, including the Accountants' Report on Silvermines,
set out in the Admission Document.

CITY CODE ON TAKEOVERS AND MERGERS

The terms of the Proposals give rise to certain considerations under the City
Code. Brief details of the Panel, the City Code and the protections they afford
are described below.

The City Code has not, and does not seek to have, the force of law. It has,
however, been acknowledged by government and other regulatory authorities that
those who seek to take advantage of the facilities of the securities market in
the United Kingdom should conduct themselves in matters relating to takeovers in
accordance with high business standards and so according to the City Code.

The City Code is issued and administered by the Panel. The City Code applies to
all takeover and merger transactions, however effected, where the offeree
company is, inter alia, a listed or unlisted public company resident in the
United Kingdom. The Company is such a company and its shareholders are entitled
to the protection afforded by the City Code.

Rule 9 of the City Code is designed to prevent the acquisition of control of a
company to which the City Code applies without a general cash offer being made
to all shareholders of that company. Under Rule 9, a person who acquires,
whether by a series of transactions over a period of time or not, shares which
(taken together with shares held or acquired or acquired by persons acting in
concert with him) carry 30 per cent. or more of the voting rights of a company
is normally required by the Panel to make a general offer to all the
shareholders of that company to acquire the balance of the shares not held by
such person, or group of persons acting in concert, at the highest price paid by
him or them or any person acting in concert.

Rule 9 also provides, inter alia, that where any person, together with persons
acting in concert with him, holds shares carrying not less than 30 per cent. but
not more than 50 per cent. of a company's voting rights and such person, or any
person acting in concert with him, acquires additional shares which increase his
percentage of the voting rights in that company, such person is normally
required to make a general offer to all shareholders of that company at not less
than the highest price paid by him or them or any persons acting in concert.

An offer under Rule 9 should be made in cash and at the highest price paid in
the preceding 12 months for any shares in the Company by the person required to
make the offer and/or any person acting in concert with him.

The City Code also provides that, where any person, together with persons acting
in concert with him, holds more than 50 per cent. of a company's voting rights,
no obligations will normally arise under Rule 9 to make a general offer to all
shareholders of that company, save as described below, from any acquisitions by
such person or any person acting in concert with him of any further shares
carrying voting rights in the company. However, the Panel will regard as giving
rise to an obligation to make an offer, the acquisition by a single member of a
concert party of shares sufficient to increase his individual holding to 30 per
cent. or more of a company's voting rights, or, if he already holds more than 30
per cent. but less than 50 per cent., which increases his percentage
shareholding.

For the purposes of the City Code, a concert party arises where persons acting
in concert pursuant to an agreement or understanding (whether formal or
informal) actively co-operate, through the acquisition by them of shares in a
company, to obtain or consolidate control of a company, irrespective of whether
the holding or holdings give de facto control.

The Panel has determined that the members of the Concert Party are acting in
concert for the purposes of Rule 9 of the City Code.

Under Rule 9, unless a specific waiver is obtained from the Panel and the terms
of the Acquisition Agreement for the issue of Consideration Shares and Warrants
to members of the Concert Party together with any participation by the members
of the Concert Party in the Placing are approved by Shareholders on a poll, the
Concert Party would be obliged to make a mandatory cash offer for the entire
issued ordinary share capital of Silvermines since the Concert Party would hold
more than 30 per cent. of the voting rights in the Company. Your Board believes
that this consequence is not in the best interests of Silvermines or its
Shareholders.

The expected interests of the Concert Party in the share capital of Silvermines
following Admission are summarised below. The percentage of the Enlarged Share
Capital is calculated assuming only the Warrants and Options held by the members
of the Concert Party are exercised. The Warrants are exercisable, in whole or in
part, at any time up to 31 December 2006 and the Options are exercisable at any
time up to 1 March 2008.

Ordinary Shares Warrants Options % Following % Assuming
Admission exercise of
Concert Party
Warrants and
Options

Action 19,230,769 4,711,425 - 17.8 18.9
Cambrian 29,230,769 8,244,994 - 27.0 29.6
John Byrne - - 400,000 - 0.3
Neale Taylor - - 2,000,000 - 1.6
Jonathan Malins - - 400,000 - 0.3
Jurgen Hendrich 1,076,924 376,914 1,100,000 1.0 2.0
Ian Ennis - - 1,100,000 - 0.9
Alwyn Davey - - 300,000 - 0.2

Total 49,538,462 13,333,333 5,300,000 45.8 53.8


Immediately following the implementation of the Proposals, the members of the
Concert Party will own approximately 45.8 per cent. of the Company's issued
ordinary share capital (assuming members of the Concert Party do not exercise
any Warrants or Options).

In addition, pursuant to the exercise of the proposed Warrants and Options the
members of the Concert Party could receive up to a further 18,633,333 Ordinary
Shares. If all such Warrants and Options were exercised the members of the
Concert Party could be interested in up to 53.8 per cent. of the then further
enlarged share capital of the Company assuming that, prior to such exercise, no
further Ordinary Shares are issued.

The Panel has agreed, subject to the passing of Resolution 2 in the notice of
EGM by independent Shareholders on a poll, to waive the obligation to make a
general offer that would otherwise arise as a result of the Acquisition.

On the assumption that the Proposals are completed, that the Placing is fully
subscribed and that the members of the Concert Party exercise their Warrants and
Options in full, since the members of the Concert Party would hold more than 50
per cent. of the Enlarged Share Capital of the Company, and so long as they
continue to be acting in concert, the members of the Concert Party would be free
to acquire any number of Ordinary Shares without incurring any obligation under
Rule 9 to make a general offer for the Company, so long as no individual member
of the Concert Party thereby becomes obligated to make a general offer by
increasing its/his individual shareholding to 30 per cent. or more. Further
details concerning the members of the Concert Party are set out in Part II of
this announcement.

SIGNIFICANT SHAREHOLDER

Cambrian and Action control voting rights in respect of 96.2 per cent. of
Zhibek's equity and following Admission will control 17.8 per cent. and 27 per
cent. respectively of the Enlarged Share Capital.

Cambrian has entered into a controlling shareholder agreement with the Company
and W.H. Ireland pursuant to the terms of which it has given certain
undertakings concerning the use of the shares controlled (directly or
indirectly) by them to the Company. Further details of this agreement are set
out in Part XI of the Admission Document.

LOCK-IN AGREEMENTS

All of the Directors (other than Messrs Kanabar and Berry who will step down
from the Board immediately prior to Admission), the Proposed Directors, Action
and Blue Mount Investments have entered into agreements not to dispose of any
interests in the securities of the Company within a 12 month period following
Admission, save in certain circumstances permitted by the AIM Rules, including
connection with a general or partial takeover offer. Cambrian has also agreed to
such restrictions in respect of the 19,230,769 Consideration Shares it will
receive pursuant to the Acquisition. Collectively, these lock-in arrangements
will relate to 40,538,462 Ordinary Shares, representing 37.5 per cent. of the
Enlarged Share Capital.

PRINCIPAL TERMS OF THE ACQUISITION

Under the terms of the Acquisition Agreement, the Company has conditionally
agreed to acquire the entire issued share capital of Zhibek and all outstanding
convertible securities in Zhibek in consideration for the issue to the Vendors
of the Consideration Shares and 13,333,333 Warrants. The Acquisition Agreement
is conditional, inter alia, on (i) the passing of Resolutions 1 and 2; (ii) the
Placing Agreement becoming unconditional in all respects (other than any
condition relating to completion of the Acquisition Agreement and Admission);
and (iii) Admission.

The Consideration Shares will represent 37 per cent. of the Enlarged Share
Capital of the Company and, upon their allotment, will rank pari passu in all
respects with the Existing Ordinary Shares and the Placing Shares. Upon
exercise of the Warrants to be issued as part of the Consideration, the members
of the Concert Party could control up to 53.8 per cent. of the Enlarged Share
Capital of the Company.

In addition, Cambrian has agreed that it will not acquire any further interests
in oil and gas exploration and development and will offer the Company the right
of first refusal for any such opportunities.

CHANGE OF NAME

The name of the Company will be changed to Cambrian Oil & Gas Plc, conditional
upon the passing of Resolution 3 by the Shareholders and completion of the
Acquisition.

DETAILS OF THE PLACING

The Company is seeking to raise 2.25 million by the issue of up to 45,000,000
Ordinary Shares at 5p per share pursuant to the Placing, to provide working
capital for the Enlarged Group. The Placing Shares will, following Admission,
rank pari passu in all respects with the Existing Ordinary Shares and the
Consideration Shares.

The Company, the Directors and the Proposed Directors have entered into the
Placing Agreement with W.H. Ireland. The Placing is not being underwritten. The
Placing Shares have been conditionally placed with institutional and other
investors. The Placing is conditional inter alia upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms, and Admission becoming effective on 1 March 2005 (or such later time and
date as the Company and W.H. Ireland may agree). Cambrian, Silentpoint and
Eyeconomy have agreed to subscribe for 10,000,000, 2,000,000 and 2,000,000
Placing Shares respectively.

ISSUE OF WARRANTS

Pursuant to the terms of the Warrant Instrument, in addition to the 13,333,333
Warrants to be issued to the Vendors as part of the Consideration, a further
7,705,000 Warrants have been issued, conditional upon Admission, to those
Shareholders on the register as at the Record Date on the basis of 1 Warrant for
every 3 Ordinary Shares then held. There will be no entitlement to fractions of
Warrants, which will be aggregated and will be issued at the discretion of the
Board.

The Warrants are exercisable in whole or in part at any time up to 31 December
2006. The exercise price of the Warrants will be 7p, which represents a discount
of 6.6 per cent. to the closing price of the Ordinary Shares on 26 January 2005
(being the date on which the Ordinary Shares were suspended from trading on
AIM). The Warrants are transferable but will not be admitted to trading on AIM.

DIVIDEND POLICY

The Enlarged Group is initially seeking to achieve capital growth for its
Shareholders. It is not the present intention to pay a dividend.

EXTRAORDINARY GENERAL MEETING

A notice is set out at the end of the Admission Document convening an
Extraordinary General Meeting to be held at 10.00 a.m. on 28 February 2005 at
Lawrence Graham LLP, 190 Strand, London WC2R 1JN.

As the Acquisition constitutes a reverse takeover, Shareholder approval of the
Acquisition, as set out in Resolution 1, is required under the AIM Rules. In
accordance with the requirements of the Panel for granting a waiver of the
requirement for the Concert Party to make a general offer under Rule 9 of the
City Code, Resolution 2 is required to approve the Waiver and will be taken on a
poll. Pursuant to Resolution 3 it is proposed to change the name of the Company
to Cambrian Oil & Gas PLC.

Resolution 1 is conditional on Resolution 2, and Resolution 3 is conditional on
completion of the Acquisition.

Undertakings to vote in favour of the Resolutions have been given by each of the
Directors, Silentpoint and Eyeconomy in respect of all the Ordinary Shares held
by them amounting to 16,000,000 Ordinary Shares in aggregate (representing 69.2
per cent. of the existing Ordinary Shares).

FURTHER INFORMATION

Your attention is drawn to the Admission Document, which provides additional
information on the matters discussed above.

RECOMMENDATION OF THE DIRECTORS

The Directors, who have been so advised by W.H. Ireland, consider that the terms
of the Proposals and the Waiver are fair and reasonable and in the best
interests of the Company and Shareholders as a whole. In providing advice to the
Board, W.H. Ireland has taken into account the Directors' commercial
assessments. Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the Resolutions as they themselves have undertaken to do in
respect of their own beneficial holdings which amount, in aggregate, to
3,000,000 Ordinary Shares, representing approximately 13 per cent. of the
existing Ordinary Shares.


PART II
INFORMATION ON ZHIBEK

INTRODUCTION

Zhibek was formed as a joint venture between Action and Cambrian in February
2004, for the purpose of conducting oil exploration, development and production
activities in Central Asia and FSU countries.

Since its formation, Zhibek has acquired a number of oil production and
exploration interests in the Kyrgyz Republic from Action and Cambrian has
provided initial funding to Zhibek as seed capital for which it has been issued
ordinary shares and warrants in Zhibek.

Zhibek holds the following existing oil and gas assets in the Kyrgyz Republic:

Beshkent-Togap Water Injection Project - a 50 per cent. participating
interest in a water injection project being commissioned on the
Beshkent-Togap Oil Field in the south-western region of the Kyrgyz
Republic; and

Tash Kumyr Exploration Project - a 72 per cent. interest in CJSC KNG
Hydrocarbons, which holds the Tash Kumyr exploration licence NG-72-00 over
an area in close proximity to the major producing oil fields of the Kyrgyz
Republic. Previous work in the Licence Area has matured one prospect, at
South Karagundai, to near-drilling status. The Enlarged Group plans to
drill this prospect in late 2005 and to upgrade already identified
adjoining prospects and leads. TheDirectors and Proposed Directors
envisage, once a second well location has been identified, and assuming
sufficient funds are available that drilling will immediately follow
drilling of the initial well at South Karagundai.

In each case Zhibek's partner in these projects is KNG, the state controlled oil
and gas company and the Directors and Proposed Directors believe that the
successful conclusion of the above projects will enhance Zhibek's existing
relationship with KNG and lead to the introduction of the Enlarged Group to
other interesting projects within the Kyrgyz Republic.

The Kyrgyz Republic

The Kyrgyz Republic, formerly part of the USSR, is a landlocked mountainous
country in Central Asia covering approximately 198,500 square kilometres. It
borders Kazakhstan to the north, China to the east, Uzbekistan to the west and
Tajikistan to the south. Approximately 94 per cent. of the country has an
elevation over 1,000 metres above sea level, with approximately 40 per cent.
over 3,000 metres above sea level. Bishkek is the capital city and is situated
in the northern part of the country with Osh, the second largest city, located
in the south.

The population of the Kyrgyz Republic is estimated at approximately 5.1 million,
with Russian and Kyrgyz being the official languages.

The Kyrgyz Republic became independent in August 1991. The country is a republic
with a constitution that was adopted in May 1993. The head of state is the
President, elected through nationwide elections. The Government of the Kyrgyz
Republic ('the Kyrgyz Government') is the supreme body of executive power and
consists of a Prime Minister, Vice-Prime Ministers, Ministers and Chairman of
State Committees. The supreme legislative body is the Jogorku Kenesh
(Parliament), which consists of two chambers. The supreme body of judicial power
is the Supreme Court of the Kyrgyz Republic.

Beshkent-Togap Oil Field

The Beshkent-Togap Oil Field is located in the south-western region of the
Kyrgyz Republic. The field is approximately 14 kilometres long and 2 kilometres
wide and is situated approximately 300 kilometres west of the Kyrgyz oil
refinery at Jalal Abad and approximately 200 kilometres southwest of the
Uzbekistan oil refinery in the city of Fergana.

The Beshkent-Togap Oil Field was formed by a series of deepening fault blocks
created in Palaeogene sediments structured against a regional thrust fault and
uplifted against a localised high of older Palaeozoic rocks.

Drilling commenced on the Beshkent-Togap Oil Field in the late 1970s. Currently,
there are 43 and 28 producing wells in the Beshkent and Togap areas of the field
respectively. The Beshkent-Togap Oil Field is located amongst a number of
producing oil fields in the south-western region of the Kyrgyz Republic.
Kyrgyzneftegas has an operating workforce and operations have been conducted at
Beshkent since 1977. Numerous access roads and tracks provide access to existing
wells and facilities.

Electricity is supplied to all wells in the field by multiple grids controlled
and maintained by Kyrgyzneftegas. Crude oil production is collected by an
extensive field gathering system and pumped through a 15 kilometre pipeline to
Kyrgyzneftegas' treatment plant at Karakchikum in the Fergana Valley. It is then
trucked a distance of 10 kilometres to a rail siding in the town of Mahram and
transported by rail 250 kilometres to the Kyrgyz Petroleum Company's oil
refinery in the city of Jalal Abad.

A pilot water injection scheme was initiated in the Togap area in December 1988.
Although the pilot scheme produced an almost immediate response of increased oil
production, the planned water injection capacity was not maintained due to
injection well plugging and lack of funding. Major injection stopped in 1990-91
following the collapse of the FSU. No water is currently being injected.

Under the terms of the Beshkent-Togap Agreement, which is summarised in Part XI
of the Admission Document, Zhibek must design and fund a pilot project, to be
agreed with KNG, prior to committing to further expansion of the project across
the whole field. The parties have agreed to a pilot project design and to
establish initial oil production rates for each well in the pilot area in the
period immediately prior to the start of water injection. Forecasts will also be
agreed on the applicable rates of oil production decline. This data will be used
to determine incremental production from the project.

It is expected that increased oil production should be achieved within a few
months of the injection of material volumes of water into the reservoir. Once
improved recovery potential has been verified, the pilot project will be
reproduced in modular stages across the entire field.

Work on the agreed project has been initiated and Kyrgyzneftegas has drilled a
water source well for the project. Equipment has been purchased and is being
installed with water injection planned to start in Q1 2005.

The Directors and the Proposed Directors believe that a well designed and
sustained water injection project can raise the ultimate recovery from an
estimated 500,000 barrels to 2.3 million barrels with a possible upside of 7.1
million barrels. The current pilot program is designed to assess the response to
selective and sustained injection. Results from the pilot program will be used
to design an optimal expansion for water injection into the whole field.
Application of additional technologies such as stimulation techniques, including
acidisation, polymer injection and mini-fracturing, will also be considered.

Tash Kumyr Licence Area

The Tash Kumyr Licence Area is located adjacent to existing oil and gas
production operations mostly controlled and operated by KNG. These operations
date back over 50 years. During the Soviet era, substantial infrastructure was
built up around the southern and eastern margins of the Fergana Basin petroleum
province. KNG's operations include a major oil and gas gathering system and
storage facilities at the Mailisu 4 Oil Field, located approximately 40
kilometres from the South Karagundai prospect. The Mailisu 4 Oil Field system is
connected by pipeline to the Jalal Abad oil refinery further to the south. The
nearest production operations are currently conducted at the smaller Mailisai
Oil Field which is approximately seven kilometres from the South Karagundai
location.

The Bishkek-Osh Highway crosses the Licence Area and links this area to the
northern and southern regions of the Kyrgyz Republic. A series of unsealed roads
and tracks provide access to and within most of the Licence Area. There is
reasonable access to most of the South Karagundai site and a geochemical survey
has been successfully conducted over most of the Licence Area. A railway line
passes approximately ten kilometres from South Karagundai and may be used to
transport oil to the Jalal Abad oil refinery. Coal mining and petroleum industry
activities are conducted in close proximity.

The Tash Kumyr Licence Area extends over 840 square kilometres. It is located in
close proximity to the main producing fields in the Kyrgyz Republic, including
Mailisu, East Izbaskent and Izbaskent. Several small fields are also found in
immediately adjacent areas.

A number of prospects and leads have been identified in the Licence Area, the
largest being South Karagundai. The prospect is well positioned near existing
infrastructure including an electricity supply grid that crosses the prospect
area, a rail head approximately 10 kilometres away and an oil pipeline at the
Mailisu 4 Oil Field which is connected to the refinery at Jalal Abad.

A recent geochemical survey, using GORE-SORBERTM technology, has shown
hydrocarbon type anomalies that occur with the seismically mapped subsurface
structures at South Karangundai and Shink Sai.

The competent person's report set out in Part IV of the Admission Document,
estimates that there is a 1:2 to 1:3 chance of discovering at least 20 MB of
recoverable oil in the Tash Kumyr Licence Area at a relatively low testing cost.
The target area includes a number of sub-structures, all of which are capable of
trapping oil in up to three Pay Beds. Each Pay Bed has the potential for up to
20 MB recoverable oil.

Success in only one Pay Bed in the main South Karagundai sub-structure is
assumed for the Enlarged Group's business plan.

A substantial upside of up to 60 MB of recoverable oil exists for the main
substructure if oil is found in the three target Pay Beds as occurs in the
nearby Izbashkent field. If the oil is discovered in multiple Pay Beds in the
smaller adjoining sub structures then potential exists to further increase
recoverable oil volumes to above 60 MB of recoverable oil at the South
Karagundai prospect.

Although the Shink Sai prospect is less well defined by seismic and
geochemistry, the indicated structure is on trend with and of the same
structural fabric as a series of structures tracking back to the nearby Mailisu
4 Oil Field. Shink Sai is in a similar setting to South Karagundai where the
Palaeogene target Pay Beds have been mildly structured by the over-thrusting of
a flat layer of Mesozoic and Palaeozoic rocks.

Similar opportunities, including the Pishkaran lead, are believed to be possible
in a number of additional areas within Zhibek's Tash Kumyr Licence Area.
Geochemistry has indicated several positive anomalies where no seismic control
currently exists. These areas will be targeted for seismic and geochemistry
follow-up.

Additional seismic and geochemical surveys are currently in progress. The
results will be combined to identify potential targets for initial drilling in
the second half of 2005.


RESOURCE SUMMARY

Total Bishkent Topgap field project, including 1.8 MB (upside to over six MB)
pilot:

Tash Kumyr Exploration Prospect: 20 MB (upside to 60 MB if multiple Pay Beds contain
oil in the main South Karagundai substructure with
follow-up potential in adjoining three smaller
substructures)


These statistics are only a summary of the detailed figures set out in the
competent person's report found in Part IV of the Admission Document and the
contents of the report should be read in full.

PLANNED BUSINESS DEVELOPMENT

The Enlarged Group plans to pursue new oil and gas exploration and developments
in the Kyrgyz Republic and other areas of the FSU; other areas and commodities
will also be considered. Cambrian Oil and Gas seeks to build a diversified
portfolio of oil and gas assets in a range of operating environments.

Zhibek is already holding discussions with a private Russian company for the
purpose of jointly funding a study team to identify and pursue oil and gas
exploration and development opportunities in the Russian Federation. The plan
envisages that recommended projects would be offered for joint participation by
both companies. Recommendation on a first project is planned for the end of the
first quarter of 2005.

MANAGEMENT

Biographical details of the Zhibek Directors, who will be joining the Enlarged
Group Board, are summarised in Part I of the Admission Document.

Kadyrkan Abdrakhmanov is the local general manager, and also acts as General
Director of CJSC KNG Hydrocarbons and CJSC Zhibek Hydrocarbons. Kadyrkan is a
Kyrgyz citizen with a technical and management background as a mining engineer.
The Enlarged Group intends to continue to retain the services of the existing
employees and may further expand staff numbers as the business develops.

FINANCIAL INFORMATION

Financial information on Zhibek and the two subsidiaries (CJSC KNG Hydrocarbons
and CJSC Zhibek Hydrocarbons) which it acquired from Action on 14 July 2004 is
set out in Part VI of the Admission Document. These reports show that at 30 June
2004, Zhibek had net assets of $381,159 and that CJSC KNG Hydrocarbons (in which
Zhibek has an 85 per cent. interest) and CJSC Zhibek Hydrocarbons had net
liabilities of $174,000 and $38,000 respectively.

CURRENT TRADING

In the six months to 30 October 2004 the Zhibek Group has incurred $180,000 of
expenditure on its projects.

SHAREHOLDERS

The shareholders of Zhibek, their current interests in Zhibek and their
potential interests in the share capital of the Company are set out below:

Current On Admission
Zhibek Shares Zhibek Ordinary Shares % of Warrants % of Company's
warrants Enlarged Share Capital
Share on exercise of
Capital Options and
Warrants

Action 5,000,000 2,000,000 19,230,769 17.8 4,711,425 17.7
Cambrian 5,000,000 3,500,000 29,230,769 27.0 8,244,994 27.7
Blue Mount 280,000 160,000 1,076,924 1.0 376,914 1.1
Investments
International 120,000 - 461,538 0.4 - 0.3
Petroleum
Consulting Pty
Ltd


The Cambrian holding includes 10,000,000 Placing Shares for which Cambrian will
be subscribing for under the Placing.

Cambrian is an investment company which acquires stakes in emerging resource
companies and projects and assists in their financing and development. It is a
public company quoted on AIM and at close of business on 2 February 2005, the
last practical date before publication of the Admission Document, it had a
market capitalisation of approximately 162.3 million. In the year ended 30 June
2004, the last reported results of Cambrian state that it made a loss of 89,000
from its income in investments and at the period end it had the following net
assets:
As at As at
30 June 2004 30 June 2003
'000 '000
Tangible fixed assets
Investments 7,960 3,084
Current assets
Investments 24 159
Debtors 1,611 383
Cash at bank and in hand 1,312 47
2,947 589
Creditors: amounts falling due within one year 815 306

Net current assets 2,132 283

Total assets less current liabilities 10,092 3,367

Creditors: amounts falling due after more than one year - 565
Net assets 10,092 2,802

Capital and reserves
Called up share capital 6,885 2,590
Share premium account 3,200 111
Profit and loss account 7 101
Shareholders' funds 10,092 2,802



Action is an unlisted Australian public company with more than 50 shareholders,
one of whom, Charles Hider, together with his associates, controls 37.85 per
cent. of the voting rights. Charles Hider is formerly Chairman of Partners of
Rigby Cooke Solicitors, Melbourne. He has been a Barrister and Solicitor of the
Supreme Court of Victoria since 1959 and has extensive international legal,
commercial and negotiating experience in respect of technology and resources. He
was a member of the Victorian Parliament for 10 years. Mr Hider is currently
practicing as a consultant lawyer with primary emphasis on developing innovative
technologies, resources and corporate strategy. In the year ended 30 June 2003,
Action had losses of AS$61,629 and at the period end it had net assets of AS$0.7
million comprising principally costs carried forward in respect of areas of
interest in exploration and evaluation phases AS$0.9 million, debtors AS$0.2
million and cash AS$0.01 million.

Jurgen Hendrich, who is beneficially interested in the entire issued share
capital of Blue Mount Investments, is one of the Proposed Directors, and details
of his CV are summarised in Part I above. Blue Mount Investments is a
non-trading investment holding company. International Petroleum Consulting Pty
Ltd is a consulting services business based in Australia. Its holding in Action
arose in connection with a fee for the introduction of Action to Cambrian.


PART III
REGULATORY ENVIRONMENT

The mining laws of the Kyrgyz Republic are contained in a document published in
Bishkek on 2 July 1997 (No.42) and amended on 21 July 1999 (No.82), and again on
4 February 2002 (No.23). It was approved by President A. Akaev and adopted by
the Legislative Assembly of Jogorku Kenesh of the Kyrgyz Republic on 24 June
1997. The document is entitled the 'Law of the Kyrgyz Republic on Subsoil' and
contains a total of 47 articles. A summary of pertinent information regarding
licensing, exploration, development, exploitation and environmental issues is
provided below.

The Law of the Kyrgyz Republic on Subsoil allows local and foreign companies to
explore, develop, and mine properties in the Kyrgyz Republic. There are some
restrictions on the use of subsoil in instances where there is a threat to the
lives and health of people, or which may cause damage to economic objects and
the environment. The Kyrgyz Government sets the upper and lower limits for
exploration/development expenditures per unit of licensed area.

The area licensed to CJSC KNG Hydrocarbons is licensed to it pursuant to an
exploration licence which is valid until 31 December 2005. The licence may be
renewed for an additional 10 years from the original date of grant (i.e 22 July
2013) provided that all necessary conditions have been met. Annual reports,
including the total expenditures incurred and development plans for the next
year, must be submitted to the authorised state body of the Kyrgyz Republic.

With respect to any mining operation, the licensee is granted a 20 year period
in which to undertake construction and exploitation, with subsequent extensions
granted if necessary. These regulations apply to petroleum operations as well as
mining operations.

A licensee may have its licence suspended for up to 3 months in the event that:
(i) the resource user uses subsoil resources for a purpose other than the
purpose for which such rights were granted, (ii) the resource user violates the
conditions set out in the relevant licence agreement or (iii) a force majeure
event occurs. The license may be terminated in the following situations: (i)
upon the completion of geological exploration or the exhaustion of reserves or
the liquidation of the enterprise conducting operations, (ii) upon the use of
technology in the course of project development that threatens the health or
safety of workers or of the population, and also causes harm to the environment
and the deposit, (iii) if the resources user fails to present its technical
programme for the conduct of work within the period set out in the licence
agreement, (iv) if the resource user in the course of more than one year from
the date of licence issuance fails to begin operations on the scale set out in
the licence or (v) if the resources user voluntarily refuses to conduct subsoil
use operations or upon the expiration of the validity of a licence.

Foreigners are guaranteed the right to repatriation of capital and the right to
export the profit, or a part of it, in the form of foreign currency or the
product received by recovery or processing of any raw minerals, including gold.
Foreigners may also recover groundwater for their own needs. A licensee must
protect the subsoil, comply with permissible norms of impact on the physical and
biological state of the environment and make timely and accurate payments for
the use of the subsoil.

Where any hydrocarbon product is sold or exported, the licensee must notify the
National Bank of the Kyrgyz Republic, or any other agency authorised by the
Kyrgyz Government, in advance and must grant these agencies the first right of
refusal to buy all or part of the hydrocarbon product regardless of whether it
has been refined within the Kyrgyz Republic.

Subsoil users must make agreements with the holder of the land rights for the
use of the land plots. If a holder of land rights intends to change his
irrigation or other systems for agricultural means, and such measures may affect
the geological surveying or mining works, then he must obtain permission from
the government agency for subsoil use. Where an agreement cannot be reached
between the subsoil user and the holder of the land rights, the court will make
the final decision on the dispute.

When a project is at a more advanced stage of final feasibility and
pre-production, the licensee must take measures to preserve the life, health and
safety of the employees and of the local population in the relevant area. The
subsoil users and the appropriate government agencies must ensure compliance
with legislation and safety standards according to normal practice and the rules
set out by the Kyrgyz Government. Subsoil users who have received the right to
develop the subsoil areas must present financial guarantees for the restoration
of the damaged environment, the terms of which are governed by regulations
approved by the Kyrgyz Government.

Exploration and development enterprises are subject to Section VI, Article 41 of
the tax legislation of the Kyrgyz Republic. This article also states that
payments for subsoil use include the following:

payment for subsoil use (bonus);

payment for subsoil use (royalty); and

other payments required by the legislation of the Kyrgyz Republic.

The Law of the Kyrgyz Republic 'On Oil and Gas' No 77 dated 8 June 1998 contains
substantially the same provisions in relation to oil and gas as the Law of the
Kyrgyz Republic 'On Subsoil', but the former is more detailed in terms of the
competences of the Government of the Kyrgyz Republic and local administrative
bodies to regulate, inter alia, the oil and gas industry, joint or separate oil
and gas ventures and protection of oil and gas consumers' rights. In relation
to the licensing procedure, the Law on Oil and Gas refers to the Law of the
Kyrgyz Republic 'On Licensing'.

The environmental laws in the Kyrgyz Republic are covered in the following
documents: The Law of the Kyrgyz Republic 'On Environment Protection', The Law
of the Kyrgyz Republic 'On Specially Protected Nature Territories', The Law of
the Kyrgyz Republic 'On Biosphere Territories' and The Law of Kyrgyz Republic
'On Atmospheric Air Protection'.

The Law of the Kyrgyz Republic 'On Environment Protection' became effective on
the date of its publication on 7 July 1999. In accordance with the Law on
Environment Protection both the land and its subsoil are subject to protection.
The Law on Environment Protection contains maximum levels of allowable
concentration of hazardous substances in the subsoil, as well as levels of
charges for natural resources use, pollutant emissions, hazardous effects and
placement of waste. The nature use charges consist of payments for the use of
natural resources and payments for environmental pollution and other negative
effects on nature. In addition a payment for the use of natural resources over
a fixed limit is established and, in respect of environmental pollution, a
charge of 1-2 soms for every ton of contaminant is imposed.

During their activities, business and other entities are obliged to observe
standard technical regimes, provide effective treatment facilities,
decontamination and recycling of waste, introduce environmentally safe
technologies and to provide protection and efficient subsoil use.

The Law of the Kyrgyz Republic 'On Specially Protected Nature Territories'
became effective on the date of its publication on 28 July 1994 and governs
procedures regarding the use of specially protected nature territories including
natural complexes having particular environmental, science, aesthetic and
sanitary meaning. Specially protected natural territories are given the status
of state reserves, state natural national parks, state sanctuaries, state nature
monuments, botanical gardens, dendrology parks, zoological gardens or natural
territories of sanitary meaning.

Geological exploration works and deposit development is prohibited on
territories of state reserves, state natural national parks and hydrogeological
sanctuaries. In relation to territories of state nature monuments, state
botanic gardens, dendrology and zoological parks, which are territories of
sanitary meaning, any activity threatening the safety of such land may be
prohibited.

The Law of the Kyrgyz Republic 'On Biosphere Territories' became effective on
the date of its publication on 25 June 1999. In accordance with the Law on
Biosphere Territories exploration works and deposit development on biosphere
territories is prohibited. Biosphere territories are established by the
Government of the Kyrgyz Republic for safety, ,reclamation and for the use of
natural territories with rich nature and/or cultural heritage.

The Law of Kyrgyz Republic 'On Atmospheric Air Protection' became effective on
the date of its publication on 25 June 1999. In accordance with the Law on
Atmospheric Air Protection extraction of the minerals and their processing must
be conducted in conjunction with the implementation of the measures in relation
to atmospheric air protection.

Business entities whose activities result in the emission of pollutants are
obliged to:

establish control areas;

take measures to decrease emissions;

observe rules regarding exploitation of construction and cleaning
equipment;

in accordance with established procedures, exercise control over observance
of the norms of maximum permissible emissions, keep records and submit
statistical reporting; and

carry out evaluation of hazardous effect on environment and health of
population in the zone of pollutant objects.

In addition, under the Law on Atmospheric Air Protection, legal and physical
persons who are owners of the polluting objects are obliged to develop and
maintain an ecological passport of the enterprise.

The words and expressions used in this announcement shall have the same meanings
as in the Admission Document, unless the context otherwise requires.


EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Last time and date for receipt of Forms of Proxy 10.00 am on 26 February 2005
Extraordinary General Meeting 10.00 am on 28 February 2005
Completion date of the Acquisition 1 March 2005
Admission effective and dealings in Ordinary Shares (including New Ordinary 1 March 2005
Shares) expected to commence on AIM
Expected date for CREST accounts to be credited (in respect of the Placing 1 March 2005
Shares)
Expected date for posting of the share certificates for the Placing Shares 8 March 2005
(where applicable)



ACQUISITION AND PLACING STATISTICS

Placing Price 5p
Mid market price per Ordinary Share on 26 January 2005 (being the date on which the 7.5p
Ordinary Shares were suspended from trading on AIM)
Placing Price discount 33%
Number of existing Ordinary Shares in issue prior to the Acquisition 23,115,000
Number of Consideration Shares being issued under the Acquisition 40,000,000
Number of Placing Shares 45,000,000
Percentage of the enlarged issued share capital of the Company held by members of the 45.8%
Concert Party following completion of the Proposals*
Number of Ordinary Shares in issue on Admission 108,115,000
Gross Proceeds of the Placing 2.25 million
Estimated net proceeds of the Placing receivable by the Company 1.95 million



*Includes 10,000,000 Placing Shares to be subscribed by Cambrian pursuant to the
Placing.


This information is provided by RNS
The company news service from the London Stock Exchange



dexter01 - 02 Mar 2005 10:18 - 3 of 144

Some nice size trades going through, it will make people sit up and take notice, hopefully!.
Dexter

proptrade - 02 Mar 2005 10:58 - 4 of 144

Dex...loving the concerted effort to keep people in touch. good on you sir!

dexter01 - 02 Mar 2005 11:05 - 5 of 144

thank you my good man!

aimtrader - 02 Mar 2005 11:46 - 6 of 144

is this the longest header in bb history???

maybe an idea to post a link to the full article, and condense a bit to the relevant bits???

just a suggestion...

dexter01 - 02 Mar 2005 11:49 - 7 of 144

aimtrader, just thought it was easier to have it all in one place.

or could be i did`nt think of it!!!

proptrade - 02 Mar 2005 11:56 - 8 of 144

maybe the SLV chart would be a good idea at the very top???

just a suggestion

dexter01 - 02 Mar 2005 12:05 - 9 of 144

thanks proptrade,
that`s knackered me now, i`ll go for a break!!
Dexter

dikytree - 03 Mar 2005 12:11 - 10 of 144

Anyone know when the warrants can be excercised ?

mbugger - 20 Jun 2005 19:47 - 11 of 144

any sign of progress report as mentined 01 March 2005, or have they vanished.

rodspotty - 02 Aug 2006 12:54 - 12 of 144

Interesting Article today from Oilbarrel....

02.08.2006
Cambrian Oil & Gas Diversifies From Kyrgyzstan To Methanol Project In Australia
It might seem quite a leap from trying to pump heavy oil from shallow wells in the Central Asian Republic of Kyrgyzstan to investing in a gas-to-liquids (GTL) project and a LNG plant in the Timor Sea off Australia, but, as Cambrian Oil & Gas spokesman Alwyn Davey says: Cambrian was never meant to be a single project company.

Indeed not. The company has 5 per cent of private Canadian firm Elko Energy, which holds a 5,000 sq km exploration licence in the Danish North Sea. Elko also holds 30 per cent of private company Dragon Energy, which has signed a joint venture with a provincial subsidiary of CNPC to redevelop the 75 million Maling oilfield in the Gansu Province of China. The GTL project in question, moreover, through Methanol Australia, is not quite what it appears since there is a conventional gas play in front of a gas-to-liquids plant in development terms.

Through the purchase of shares from the trustee, a placing and the underwriting of 50 per cent of a new share issue, Cambrian will spend some A$8.6 million to acquire 12.6 per cent of Methanol Australia. In line with this, Cambrian will be raising new funds, one of the results of which will be that Cambrian Minings holding in Cambrian Oil & Gas will rise to 28 per cent from 27.4 per cent.

Methanol Australia is quoted on the Australian Stock Exchange (ASX). For the six months period to December 2005 the company made a loss of approximately A$653,000 and had net assets as of December 31 2005 of A$1.245 million. The result of this convoluted funding process is Methanol will now have some A$12 million. The question is what will it do with the money?

The idea is the cash will fund the acquisition and processing of 2D and 3D seismic surveys in the companys 100 per cent owned exploration permit NT/68. An agreement is being finalised with PGS Australia to acquire and process approximately 410 sq km of 3D seismic over the crest of the Epenarra structure in the NT/ P68 during September 2006 utilizing the M/V Orient Explorer.

The Epenarra structure is a broad flat anticline at the Darwin Formation level with a mapped closure exceeding 1,200 sq km. The estimated in place gas resource (P50) for Epenarra is 5.6 tcf. Heron-1, drilled by Arco in 1972, recorded several interpreted gas bearing zones, including a 50 metre fractured carbonate interval in the lower 50 metres of the Darwin Formation. Studies indicate that the gas quality at this level is likely to be low in carbon dioxide with the possibility for attractive levels of associated condensate. The company has previously announced the award of a 2D contract. The 3D seismic programme is designed to identify the density, distribution and orientation of faults and fracturing within the 50 metre gas bearing zone intersected by Heron-1 and determine the optimum location for an appraisal well to test the productivity of this interval. Drilling is planned for late 2007. Subject to confirmation by appraisal drilling, the potential gas resource could underpin the companys proposed LNG plant.

The company has obtained a 50 year Commonwealth environmental approval for both the Tassie Shoal Methanol gas-to-liquids project and the Timor Sea LNG project. The projects would represent significant developments for Australia if successful. The company proposes to install methanol production facilities on grounded concrete gravity structures to be located on Tassie Shoal in Australian waters of the Timor Sea. Tassie Shoal is an area of shallow water immediately adjacent to the Evans Shoal gas field and 25 km west of the companys exploration permit NT/P68. The shoal lies approximately 275 km north of Darwin. The proposed methanol project would be developed in two stages, each plant designed to produce 1.8 tonnes per annum.

The proposed LNG processing plant has been designed using Air Products DMR technology, and is capable of producing over 3 million tonnes of LNG per year. Gas supply for these projects could be supplied from a number of adjacent gas fields. Methanol production uniquely utilises the significant amounts of carbon dioxide associated with the natural gas supply. Hence, the companys keenness to develop the NT/P68 permit.

Both the gas-to-liquids and LNG projects are potentially exciting for Cambrian, but as we have seen with British concern GTLs scheme in Dampier in northwest Australia they are long term, expensive and can be difficult to fund. Meanwhile how is Cambrians business in Kyrgyzstan going?

This is the heavy oilfield in Beshkent-Togap in the Kyrgyz Republic. Beshkent-Topag lies in the southwest of the country in the Fergana Basin, which is an established petroleum province, complete with pipelines, two refineries and an extensive rail network. The crude is heavy and only 4.5 million barrels of the estimated 65 million barrel oil pool have been produced, giving a recovery factor of less than 10 per cent. There are 70 producing wells on the field and Cambrian has a 50 per cent equity interest in any production increases from the field after recovery of its capital outlay.

Last year the company spent US$350,000 on a pilot water injection plant to shift the heavy oil. This involves the injection of 200 cubic metres of water through two water injection wells to increase output from the nearby oil wells. The company worked over three old wells to convert them into water injectors. Initial results show the pilot injector well resulted in a four-fold increase in production from the Beshkent-25 well, the well closest to the water injectors, from 3 barrels a day to 13 barrels a day. The other wells further away did not do so well. However, this project started last March and there has been a lot of further work on other wells since then. The company hints it is satisfied by the results and will give an update soon. The project is never going to set the woods on fire but if Cambrian is getting the water wells injecting according to plan there could be good cash flow business to be had. The company also owns two exploration projects in the country.


Rodders



rodspotty - 16 Aug 2006 09:01 - 13 of 144

Progress at Tash Kumyr

RNS Number:7128H
Cambrian Oil & Gas PLC
16 August 2006

16 August 2006

Cambrian Oil & Gas Plc
("COIL" or "the Company")

New Tash Kumyr Seismic Interpretation Completed

Cambrian Oil and Gas Plc announces the following progress from its Tash Kumyr
exploration project in the Kyrgyz Republic.

Key Points:

* Processing and interpretation of new Tash Kumyr seismic data has been
completed

* The results increase confidence that the permit area contains a number
of prospective targets

* Revised maps of potential structures align with surface geochemical
results from the Company's 2005 Gore SurveyTM

* The attached map shows the improved structural definition and the alignment
of seismic and geochemical survey results

* COIL has successfully applied to expand its licence area to cover possible
extensions of prospects into adjoining areas

* COIL has started its 2006 summer exploration programme. This programme
includes:
- further seismic and geochemical surveys at Tash Kumyr, Pishkaran and a
new Kyzyl Djar license area; and
- a geochemical survey over the Toktogul structure on the Company's
exploration permit NP-142.

Tash Kumyr Exploration Programme

New and old seismic data has been interpreted to yield a new map, which has
increased COIL's confidence in possible drilling targets in the permit area; the
map of the target Palaeogene horizon is attached to this announcement.

The new interpretation shows improved definition of two potential anticlinal
structures and a number of other leads. The identified prospects and leads align
well with previously mapped geochemical anomalies that indicate potential
hydrocarbon entrapment in one or more of those prospects and leads.

The southern structure is on trend with the Mailisai producing field just to the
southwest and shows good correlation with a geochemical anomaly detected by our
2005 Gore Survey over this same area. This interpretation broadly aligns with
our previous interpretation in this area.

The northern structure has the potential to be larger than originally mapped and
it now appears to extend north of the survey area. A geochemical hydrocarbon
type anomaly wraps around the edges of what appears to be the crest on this
mapped structure.

While the previous interpretation postulated a central anticlinal structure
between the northern and southern anticlinal structures, the new interpretation
materially redefines this structure as a ridge joining the southern and northern
structures. However, this newly interpreted ridge aligns strongly with a
similarly shaped geochemical anomaly that runs between the remapped northern and
southern structures.

A separate fault block feature to the southeast remains as previously mapped and
ties with geochemical responses in this area.

Expanded licence area

COIL has successfully applied to extend the northern boundary of the Tash Kumyr
area of Licence NG-72-00. This will allow further seismic and other mapping to
define the northern limit of the northern prospect.

A new licence has been granted to cover an area to the west and southwest of the
Tash Kumyr survey area. This will cover possible extensions of the southern
prospect in these directions.

2006 Seismic programme

COIL has commenced its 2006 summer exploration and appraisal programme. This
programme includes:

1) further seismic (40 km) and geochemical surveys within the Tash Kumyr
and Kyzyl Djar areas, and

2) a geochemical surface survey to screen for the possible subsurface
presence of hydrocarbons at the Toktogul structure within the Company's Toktogul
Exploration Permit NP-142 located some 80km north west of the Tash Kymyr region.

Given the improved definition of the main prospects within the Tash Kumyr
licence area, COIL may seek a farm-inee to take up some of its participation
interest in this exploration licence.

Toktogul Exploration Programme

The geochemical Gore Survey in this area will screen for the possible subsurface
presence of hydrocarbons in the large Toktogul structure on the Company's
exploration permit NP-142.

Neale Taylor, Chief Executive Officer of Cambrian Oil and Gas Plc, said:

"The new seismic interpretation at our Tash Kumyr exploration licence builds
confidence in several of our South Karagundai prospects. We now need to define
the best way forward via more seismic or other surface work and we expect to
soon start planning the drilling our first exploration well."

Neale Taylor, B.Sc (Applied Geology, Hons), MS (Pet Eng), a Director of the
Company and a qualified person in the terms of the AIM Rules of London Stock
Exchange PLC, has compiled, read and approved the technical disclosure in this
regulatory announcement. The technical disclosure in this announcement complies
with the SPE Standard.

TM - a trademark of W.L. Gore & Associates Inc,

Ends

rodspotty - 16 Aug 2006 09:07 - 14 of 144

Update from Beshkent - Togap

RNS Number:7126H
Cambrian Oil & Gas PLC
16 August 2006

16 August 2006


Cambrian Oil & Gas Plc
("COIL" or "the Company")

Progress at the Beshkent-Togap Water Injection Project


Cambrian Oil and Gas Plc announces the following progress at its Beshkent-Togap
water injection project in the Kyrgyz Republic.

Key Points:

* The project has been producing positive operating cash flow since May

* Consistent incremental oil production from a number of Beshkent wells

* Additional injection being initiated at Togap

* Full scale expansion of the project under consideration


Beshkent-Togap Water Injection Project

Water injection commenced at 2 wells in October 2005 with the objective of
increasing oil production in the immediately adjoining production wells at the
Beshkent end of the field.

Regular well testing has been undertaken since October to detect and monitor
responses at the adjoining oil production wells. This testing guides the
Company's plans to expand the project across the whole field, which contains
about 60 producing oil wells. Operational performance is now improving and
incremental oil is being consistently recorded in ongoing well tests.


Incremental oil has now been recorded from a number of producing wells:

Well 25 has produced since February at about 3 times the agreed base level from
which incremental oil is calculated. Well 66 has now produced incremental oil at
50%-100% above the base rate for several months. Four other wells have recorded
incremental oil at lower rates.


Replacing pumps and packers to increase water injection volumes

COIL is taking steps to increase the level of water injection by installing new
pumps and high pressure packers on the injection wells to increase water
injection volumes. These actions are expected to improve performance.
Additional wells in the test area may be converted to injectors.


Project in positive operating cash flow mode

Gross incremental oil production for May, June and July (after deducting
accumulated oil debits for the converted injection wells) is now being finalised
with Kyrgyzneftegaz and the net cumulative incremental volume is expected to be
about 1,000 barrels. COIL's initial 70% share of this incremental oil is being
accumulated for sale in the near future. The Company will record its first
positive income from the sale of COIL's share of this incremental oil production
and after allowing for accumulated operating costs.

While this initial volume may be seen as relatively small, it needs to be
considered in the light of the equipment constraints described above and
operational downtime during the start-up period. Operational performance is now
improving and the results are building confidence that the project can be scaled
up commercially across all of the wells on the field.


Project expansion in the Togap area of the field

Based on the progress in the Beshkent test area and given increases in local
petroleum prices, COIL has agreed with Kyrgyzneftegaz to fund rehabilitation of
previously abandoned injection facilities in the Togap area of the field.
Kyrgyzneftegaz previously established injection in the Togap area of the field
in the late 1980's but this project fell into disrepair. This expansion is now
underway and will provide a low cost extension of the project.


Future project expansion

COIL and Kyrgyzneftegaz are considering possible plans to expand the project to
a full field basis. Further discussions are expected to map out forward
development options. The parties will keep further expansion commitments under
review in the context of ongoing well test results.


Neale Taylor, Chief Executive Officer of Cambrian Oil and Gas Plc, said:

"The Beshkent-Togap project is now showing progress. Latest results are
encouraging, it is pleasing that the project is now generating positive
operating cash flow, and we look forward to working with Kyrgyzneftegaz to
expand the project in the future."

Neale Taylor, B.Sc (Applied Geology, Hons), MS (Pet Eng), a Director of the
Company and a qualified person in the terms of the AIM Rules of London Stock
Exchange PLC, has compiled, read and approved the technical disclosure in this
regulatory announcement. The technical disclosure in this announcement complies
with the SPE Standard.


Ends

rodspotty - 16 Aug 2006 09:15 - 15 of 144

LONDON (AFX) - Cambrian Oil & Gas perked up 0.25 to 3.25 pence in the wake of an encouraging progress report from the Tash Kumyr exploration project in the Kyrgyz Republic.

Neale Taylor, chief executive officer, said: "The new seismic interpretation at our Tash Kumyr exploration licence builds confidence in several of our South Karagundai prospects. We now need to define the best way forward via more seismic or other surface work and we expect to soon start planning the drilling our first exploration well." newsdesk@afxnews.com fjb/vjt

rodspotty - 16 Aug 2006 09:40 - 16 of 144

Cambrian Oil sees several drilling targets in Kyrgyzstan's Tash Kumyr prospect

LONDON (AFX) - Cambrian Oil & Gas PLC said the outcome of the latest
exploration work in the Tash Kumyr prospect in Kyrgyzstan showed that the area
contains "a number of prospective targets".
In a drilling update, the group said it has applied for an extension of its
license area so it can define the limit of both the northern and southern
portions of the prospect.
"The new seismic interpretation at our Tash Kumyr exploration licence builds
confidence in several of our South Karagundai prospects. We now need to define
the best way forward via more seismic or other surface work and we expect to
soon start planning the drilling our first exploration well," said chief
executive Neale Taylor.
In a separate statement, Cambrian said it is considering plans for a
full-scale expansion of the Beshkent-Togap water injection project, also in
Kyrgyzstan.
Water injection commenced at two wells in October last year with the aim of
increasing oil production in the Beshkent field.
The project has been producing incremental output and "positive operating
cash flow" since May, Cambrian said, adding it plans to expand the project
across the whole field, which contains about 60 producing wells.
"Operational performance is now improving and the results are building
confidence that the project can be scaled up commercially across all of the
wells on the field," it said.
monicca.egoy@afxnews.com

georgetrio - 16 Aug 2006 12:10 - 17 of 144

RODSPOTTY

MANY THANKS FOR THE INFO. glad to be in before the mass got interested.
investors with eagle eyes know that COIL can go far. COIL is the conner stone
that the builders have rejected. we will see
best luck to all

whitenight - 16 Aug 2006 18:28 - 18 of 144

just a spark

rodspotty - 17 Aug 2006 12:29 - 19 of 144

RNS Number:7908H Cambrian Oil & Gas PLC 17 August 2006

17 August 2006
AIM: COIL
CAMBRIAN OIL & GAS PLC
("COIL" or "the Company")
Extraordinary General Meeting


The board of COIL today announces that an extraordinary general meeting of the Company will be convened for 11.00am on 11 September 2006 at the offices of Trowers & Hamlins, Sceptre Court, 40 Tower Hill, London EC3N 4DX (the "EGM").

The directors of the Company are seeking shareholder approval to increase the authorised capital of the Company and to grant the board of COIL sufficient authority to allot ordinary shares in the Company and to do so for cash on a non pre-emptive basis.

Further information on the proposed resolutions is set out in a circular containing the notice of EGM (the "Circular") which was posted to shareholders of the Company today. Copies of the Circular will be available during normal business hours on weekdays (excluding public holidays) for one month from today's date at the offices of Trowers & Hamlins, Sceptre Court, 40 Tower Hill, London, EC3N 4DX.

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, solicitor, accountant or independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.

The City Code on Takeovers and Mergers ("the Takeover Code")

Although the Company is incorporated in England, the place of central management of the Company is currently located outside the UK, the Channel Islands or the Isle of Man since the main place of business of the Company is in Australia. The majority of Board meetings are held outside the UK, the Channel Islands and the Isle of Man and the majority of the Board are resident outside the UK, the Channel Islands and the Isle of Man. Accordingly, as the Company is one to which paragraph 3 (a) (ii) of the Introduction to the Takeover Code applies, the Panel on Takeovers and Mergers ("the Panel") has confirmed that the Company is not subject to the Takeover Code and Shareholders will not be afforded any protections under the Takeover Code.

If circumstances change, including if changes to the Board are made, the Company will consult with the Panel to ascertain whether this will affect the central management of the Company. If the Panel determines that, as a result of such changes, the place of central management of the Company is located in the UK, the Channel Islands or the Isle of Man such that the Takeover Code then becomes applicable to the Company, an announcement will be made.

Ends

Rodders

georgetrio - 29 Aug 2006 23:53 - 20 of 144

SOURCE: SHARES MAG dated 02-08 March 2006 Pages 20/21
High risk high reward 10 tiddlers to strike black gold
MRP; EDR; GED; EEL; CHP; JKX; VOG; MXP; AEX and COIL
What did shares mag say about COIL
CAMBRIAN OIL&GAS: should be a big year for Kyrgyzstan-concentrated Cambrian. The firm recently hammered home its enthusiasm for prospects, having bought the Toktogul exploration licence, started recovery improvements at the Beshkent-Togap oil field and began seismic work at the Tash Kumyr licence. Beshkent-Togap includes a series of wells known to contain oil and Cambrian's plan is to simply update the Soviet-era equipment to extract it more efficiently. It has 1.3million of cash and is hoping to see modest revenues begin flowing through at some point this year.

rodspotty - 11 Sep 2006 16:40 - 21 of 144

Some volume today, for a change, on the day of the EGM and a decent rise.

Rodders
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