anybody tracking these, might have a dabble

Acquisition of Inke Petroleum Pty Ltd
Proposed placing of 100,000,000 shares to raise 5,000,000
Proposed change of name to Matra Petroleum plc
Re-admission to trading on AIM


Ming Resources plc ('Ming' or the 'Company') is pleased to announce that it has
conditionally agreed to acquire the entire issued share capital of Inke
Petroleum Pty Ltd ('Inke Petroleum') a privately held exploration company that
has agreed to acquire the 2,297km2 Inke oil and gas concession located in
south-west Hungary ('Concession).


Ming also proposes to undertake a placing of 100,000,000 shares at 5p each to
raise 5,000,000, change its name to Matra Petroleum plc, and seek re-admission
to trading on AIM.


The Company's chairman, Craig Burton, said 'After having examined a number of
investment opportunities since listing in March last year, we believe that this
acquisition represents the greatest value for shareholders. The oil and gas
interests held by Inke Petroleum are extensive and highly prospective, are
located in an area of prolific hydrocarbon discovery with established market
infrastructure, and include targets in an advanced drill-ready stage'.


Following the acquisition, the Company will become a Central Europe focussed oil
and gas company. Hungary is prospective for the discovery of small to medium
oil and gas fields (less than 35 million bbls of oil equivalent or 200 bcf of
gas equivalent). These opportunities are typically too small for the 'Majors'
and there are few mid tier companies pursuing them. Fields of this size are
potentially highly profitable in today's energy price environment.



Background on the Inke Concession



The Concession covers a substantial area and is one of the largest individual
oil and gas concessions/permits in Hungary and is immediately bordered by a
number of other oil and gas concessions/permits. The most notable being the Inke
field ( approx. 100 bcf), the Savoly field ( approx. 14mmbbl) on the western
boundary and the Mezocsokonya field ( approx. 150 bcf) that is surrounded by the
Concession. These fields and the large number of fields in the region illustrate
the prolific nature of this part of the Western Pannonian Basin in Hungary and
its ability to generate and trap oil and gas.



Previous exploration in the Concession has generally targeted structural plays.
The Company considers that the Concession is highly prospective for
stratigraphic and combined stratigraphic structural plays that have been
previously overlooked. The application of modern seismic processing techniques
is likely to facilitate the identification of new structures and the presence of
hydrocarbon reservoirs. There is evidence to suggest that the use of modern
drilling and completion techniques will reduce the damage to reservoirs seen in
previous wells.



The Concession contains a number of reported existing discoveries: Nagyatad oil
field; Somogysamon-3 gas discovery; Pat and Vese gas discoveries; and the
Nagyszakacsi-3 oil occurrence. Some of these discoveries appear likely to be
economic using modern drilling and completion techniques and the current oil and
gas price. The Company intends to fully evaluate the current economic potential
of these discoveries.



A large amount of data has been collected over the Concession resulting from
magnetic surveys, an estimated 1,600kms of seismic and reportedly 36 wells. A
total of 17 prognosed structures have been drilled and, even without the benefit
of modern seismic, 7 oil or gas discoveries were made, with the remaining 10
wells reported to have encountered hydrocarbon shows. In recent years a 110 sq
km of 3D seismic was acquired and this is currently being reprocessed by Inke
Petroleum.



Subject to the successful completion of the Inke Petroleum acquisition, the
Company plans to drill a highly prospective target identified late last year,
known as Blue Topaz 9. Drilling of this well is expected to commence in April
2006. This prospect is updip of an existing gas discovery and is covered by the
3D seismic recently reprocessed by Inke Petroleum. Blue Topaz 9 is a high
quality target with an excellent chance of success. The Competent Person's
Report in Part 3 of the Admission Document provides a best (mid) estimate of
prospective gas resources from the Blue Topaz 9 Miocene objective of 44 bcf of
gas (with a low estimate of 25.7 bcf and a high of 67.5 bcf) and the Triassic
objective of 5.8 million bbls of oil (with a low estimate of 3.8 million bbls
and a high of 8.5 million bbls).



Hungary represents a favourable operating environment, with the country actively
promoting the development of its natural resources. The country also has an
attractive fiscal regime, with a corporate tax rate of 16% and provisional tax
rates of 2%. Within the Inke Concession, there is also a State royalty of 12%
and a privately held royalty of 6%.



Board Restructure and Managing Director



Following re-admission to AIM the Company will have a strong Board with many
years experience in the oil and gas sector and successful development of junior
resource companies. The new Board and management team will comprise Craig
Burton, Peter Hind and Peter Gunzburg. It is intended that the Company will
appoint a European based Independent Non-Executive Chairman in due course.



Peter Hind will be the Company's Managing Director. Mr Hind, a qualified
Petroleum Engineer, has extensive technical and operational background having
held senior positions in the oil industry since 1972. Most recently he was
General Manager of Business Development for Premier Oil plc.



The Company and Mr Hind propose to enter into an executive service agreement
whereby Mr Hind will receive a salary of 140,000 per annum and either the
Company or Mr Hind may terminate the agreement by giving 6 months notice. Under
the terms of his appointment Mr Hind is also entitled to 5,000,000 5 year
options to subscribe for ordinary shares in the Company at 0.01pence each and
10,000,000 5 year options to subscribe for ordinary shares in the Company at
5.0pence each. The vesting of the options with Mr Hind are subject to
restrictions which are set out in the Company's Admission Document.



Subsequent to re-admission to AIM, Mr Burton and Mr Gunzburg will each be
entitled to directors fees of 20,000 per annum. Messrs Burton and Gunzburg
are entitled to resign with immediate notice and their engagement will also
terminate immediately without any termination benefit in the event they are not
re-elected as directors by shareholders.



Terms of the Acquisition



The Company has entered into a conditional agreement to acquire all of the
issued capital of Inke Petroleum in consideration of the issue of 52,000,000
shares and 32,000,000 converting shares. The converting shares convert to
ordinary shares on the achievement of certain milestones, namely:



The successful completion of a well and commercial production of
hydrocarbons from the Inke Concession; or

The sale of a greater than 50% interest in the Inke Concession (or
part thereof) by the Company for greater than US$4,000,000.



The Acquisition is conditional on the passing of Resolutions 1 to 6 at the
Extraordinary General Meeting referred to below, the Company completing a
capital raising of at least 1,500,000, and on re-admission to AIM.



On execution of the Acquisition Agreement, the Company paid Inke Petroleum a
deposit of 250,000. In the event that the acquisition conditions are not met,
this deposit will be treated as a payment by the Company for the subscription of
10,000,000 Inke Petroleum shares.



Based on the closing price of 4.6 pence per Ming share on 3 November 2005 (being
the date on which trading in Ming shares was suspended to enable the Company to
undertake the Acquisition), the Acquisition consideration totals 2,392,000
based on the issue of 52,000,000 ordinary shares, with total potential
consideration of 3,864,000 (assuming all converting shares are converted).



In assessing the Acquisition, the Independent Directors of the Company have
valued Inke Petroleum at 5,000,000, which corresponds to 9.6p per new share to
be issued, and 5.9p per share after conversion of converting shares.



Inke Petroleum was incorporated on 5 October 2005 for the purpose of acquiring
the Concession holding company, Gemstone Properties Ltd ('Gemstone'). From
incorporation until 31 December 2005 Inke Petroleum incurred losses totaling
178,367. Gemstone and its only subsidiary company, Blue Star 95 Kft, have
acted only as holders of the Concession and as such have not returned any
material profits or losses in recent years.



Pursuant to the AIM Rules, the acquisition will constitute a 'reverse takeover'
of the Company.



Mr Craig Burton, a director of the Company, is also a shareholder of Inke
Petroleum (with interests in 8,400,000 shares and 8,400,000 converting shares),
and pursuant to the AIM Rules the acquisition also constitutes a 'related party'
transaction. Mr Burton is also a director and shareholder of a company which
has provided Inke Petroleum with an interest free working capital loan of A$1.3
million.



Based on the net asset value of the Company of 2.0p per share as at 31 December
2005, the Directors (excluding Mr Burton) consider, having consulted with the
Company's nominated adviser, that the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.



Proposed Placing



The Company proposes to undertake a Placing of 100 million new shares at 5 pence
each prior to the Extraordinary General Meeting, conditional on shareholder
approval of the acquisition of Inke Petroleum and re-admission of the Company to
AIM. A minimum subscription of 3,000,000 (before expenses) will provide the
Company with sufficient working capital for at least 18 months from the date of
re-admission, and the re-admission is conditional on this minimum amount being
raised. The Company may elect to accept a maximum subscription of 160,000,000
ordinary shares to raise 8,000,000.



Proceeds from the placing will be used to advance exploration and evaluation of
the Inke Concession, including the expected April 2006 drilling of the Blue
Topaz-9 structure, to meet permit obligations under the Concession, as well as
to supplement future working capital for the enlarged group.



RPS has prepared a Competent Person's Report for the Company which indicates
that the proposed exploration programme and budget is appropriate for the
Concession.



Change of name to Matra Petroleum plc



The directors propose to change the Company's name to Matra Petroleum plc to
better reflect the change in focus from an investing company to an active
petroleum company.



Extraordinary General Meeting



A circular comprising an Admission Document under the AIM Rules will be sent to
Shareholders today. This will include a Notice of an Extraordinary General
Shareholders Meeting of the Company, the date of which will be advised, together
with a form of Proxy.



These documents are available at:
www.matrapetroleum.com




Effect of the Transaction



The effect of the transaction and proposed placing on the Company is summarised
in the following table:


Price per placing share 5p
Shares on issue prior to the Acquisition and Placing 50,000,000
Number of ordinary shares being issued to Inke Petroleum shareholders 52,000,000
Number of converting shares being issued to Inke Petroleum shareholders 32,000,000
Proposed number of Placing shares 100,000,000
Proposed gross proceeds from the Placing 5,000,000
Number of shares on issue following the Acquisition and Placing1 202,000,000
Percentage of enlarged share capital being issued as consideration for the 25.7%
Acquisition of Inke Petroleum (undiluted) (excludes converting shares)
Percentage of enlarged share capital being placed (undiluted) (before converting 49.5%
shares)
Market capitalisation on re-admission (undiluted, post Placing at the Placing price) 10,100,000
Number of shares in issue following the Placing (fully diluted)2 262,020,000

I'm adding, like the look and feel????

added!

Its a good deal guys! at least on the surface!!

Dont ignore this little beauty, excellent prospects

Ellio,

'scuse me butting in - just want to draw two to your attention in case you haven't seen:

check the latest on the BLR and TMC threads. BLR (Black Rock Oil) seems to be due a re-rating on grounds of forthcoming production at Arce. TMC (Toledo Mining) should be self-explanatory - in for a whopping re-rating if they get the go-ahead. PDYOR, etc.

Thanks ST

All passed and ready to fly, seriously, worth watching!

ming ming ming ming ming ming ming ming ming ming ming ming! crazy frog?

Crazy Ellio, more like!! :o)

You're right, though, it looks appetising, (Ming, that is, not Crazy Frog). The only problem for me at present is that there are so many of these hydrocarbon tiddlers about at present, and it's impossible to invest in all of them. I've hitched my wagons to Black Rock's horses for the time being, as well as the long-standing VOG and NOP, plus I also have a toe in the water with CPNR which is my "tiny at present, but could go ballistic one day" play, but MIN might be worth a look when they've done some more detailed exploration. As I argued on the COP thread last night, too many of these little ones' SP's spend ages see-sawing up and down whilst burning loads of cash on sorting out their drilling campaign. Meanwhile, some of the co's with a more advanced E&P schedule are busy running away with themselves . . .

Okay - you'll probably land this as a twenty-bagger by Christmas just to prove me wrong!! Tell you what - you keep updating this thread, and I'll keep watching MIN (and laughing at your Frog impersonations). And if you feel like butting in on my BLVN thread sometime you're more than welcome to do so as I'm all lonely and have no-one to talk to!!

Cheers ST

Got to have a laugh now and again, all gets too serious on these threads.

Your right about all these little tiddlers, some just have that stand-out in the crowd attraction, and I hope this will be one of them!

Quite a decent rise in the SP today, though, on the back of the positive newsflow. After the placing could be a good time to buy - things usually calm down and the SP drops when the short-termers have a clear-out. The 5p placing price gives plenty of room for a price dip.

WDIK/IMO, etc.

This has breakout 10p feel bout it!

good news due ? lots of buyers today 10% rise already

At last Minoan is about to receive planning permission on its Crete development, Cavero Sidero, acc. to Shareprophets....could be worth a multiple of today's share price !

Incredible chart.