CELTIC RESOURCES HOLDINGS LIMITED

CELTIC RESOURCES HOLDINGS LIMITED

Previous company name
CELTIC EXPLORATIONS PUBLIC LIMITED COMPANY
Name change date
2/3/1995
Company Overview
Celtic Resources Holdings Public Limited Company is engaged in the exploration and development of precious and base metals and the exploration of oil and gas. The Company was incorporated in 1994 and has its registered office in Dublin 2, Ireland.
The Company is a technological leader in Kazakhstan, which provides an edge in acquisitions; and an investor in the Kazakhstan gold industry where it owns and operates two gold mines: Suzdal and Zherek. The Suzdal gold mine is located 75 kilometers southwest of Semipalatinsk in northern Kazakhstan. The Suzdal Sulphide Project, a treatment plant using BIOX technology was developed to extract gold from the refractory sulphide ores. At the nearby Zherek mine, 75% owned by Celtic, the open pit and heap leach operation on oxide ores produced 17,406 ounces of gold. Underground Suzdal gold mine development continued on three levels and stoping began with full year mined production reaching 40,215 tons at an average grade of 15.64 grams per ton of gold. In May 2006, the Company completed the sale of its 20% interest in The South Verkhoyansk Mining Company, the license holder for the Nezhdaninskoye gold mine in Yakutia of Russia. As well as its three operating mines, the Company has an investment portfolio with a 5.6% holding in Victoria Oil & Gas plc, a UK-based company engaged in exploration, development and management of oil and gas projects in Russia, Kazakhstan and other countries in the Former Soviet Union.
Business Summary
The principal activities of the Company in the year under review were gold mine development and production, as well as gold mine project reviews and appraisals.
Description and history
The Company owns and operates gold mines in Russia and Kazakhstan and has recently entered into a Strategic Relationship with Barrick Gold Corporation to develop the Company’s current and future gold assets in Yakutia and Kazakhstan.

HISTORY:

The Company was incorporated on 16 November 1994. Its shares are listed on the AIM market in London on 14 October 2002. Prior to moving to AIM it was listed on the ESM on the Irish Stock Exchange.

In November 2002, the Company acquired 75% of Zherek LLP, a Kazakhstan based company which owns 100% of the Zherek gold deposit, located 28 km from our Suzdal operations.

The sale of the Company’s interest in The South Verkhoyansk Mining Company Limited (SVMC) for a gross cash consideration of $80 million, before costs was completed on 17 May 2006.

On 21 December 2006 the Company acquired all of the issued share capital of Eureka Mining Plc.

In April 2007, the Company’s shares were also admitted to trading on ‘PLUS’.

Acquisition:

On 30 August 2006, the board of directors of Eureka announces that it has entered into discussions with a third party which may or may not lead to an offer being made for the Company.

On 12 September 2006, the Company and Celtic Resources Holdings Plc (‘Celtic’) confirmed that the party with whom the Company is in discussions concerning the possibility of an offer being made for the Company is Celtic.

The Boards of Eureka and Celtic Resources Holdings Plc announced that a hearing will take place at the High Court on 6 November 2006 in connection with the possibility of Celtic proposing to acquire the issued and to be issued share capital of Eureka that it does not already own by means of a scheme of arrangement under section 425 of the Companies Act 1985.

On 7 November 2006, the boards of Eureka and Celtic announce a recommended offer by Celtic for Eureka on the basis of 5 Celtic Shares for every 16 Eureka Shares.

– The Proposal is to be effected by means of a scheme of arrangement and values each Eureka Share at approximately 53.4 pence based on a Celtic share price of 171 pence.

– The Enlarged Group will have two operating gold mines and an operating molybdenum mine, all in the same region of Kazakhstan, which will permit cost savings and optimal use of expertise across the Enlarged Group.

The Board of Eureka on 30 November 2006 announced that at the Court Meeting and EGM held that day, all resolutions were duly passed.

Following the Court Hearing held on 20 December 2006, Eureka announced that the Court has approved the Scheme.

De-listing:

On 21 December 2006 the Scheme became effective, the admission of Eureka’s ordinary shares to trading on AIM was cancelled, and Eureka shareholders received shares in Celtic.

Acquisition:

Centroferve Limited, a wholly owned subsidiary of Severstal, on 28 September 2007 announced its intention to make an all cash Offer of Ј2.70 per Share for the entire issued and to be issued share capital of Celtic Resources Holdings plc.

The Offer values the entire issued and to be issued share capital of Celtic at approximately Ј161 million.

The Board of Celtic noted the announcement made by Severstal Resurs ZAO (‘Severstal’) of its offer at 270 pence in cash for all of the issued and to be issued share capital of Celtic. The Board, which is being advised by Gleacher Shacklock and Strand Partners Limited, believes that this offer significantly undervalues the Company and should be rejected by shareholders.

Centroferve, a wholly owned subsidiary of Severstal, and Celtic Resources Holdings plc announced on 9 November 2007 that they have reached agreement on the terms of a recommended cash offer by Centroferve for the entire issued and to be issued share capital of Celtic.

Centroferve has agreed to increase its Offer:

– to Ј2.80 per Celtic Share in cash effective immediately;
and

– to Ј2.90 per Celtic Share in cash in the event that Centroferve receives acceptances of the Revised Offer in respect of 80% in value of the Celtic Shares for which the Revised Offer is made (the ‘Contingent Consideration Threshold’).

On 17 December 2007, Centroferve, a wholly owned subsidiary of Severstal, announced that the Offer is unconditional in all respects.

De-listing:

The cancellation of the trading of Celtic shares on AIM took effect on 22 January 2008.

Business Line
Engaged in the exploration and development of precious and base metals and the exploration of oil and gas
Subsidiary
CELTIC RESOURCES (CENTRAL ASIA) LIMITED
Advisor
DELOITTE & TOUCHE
IPO date
10/14/2002
US SIC Code
1041
Company Address
Earlsfort Centre
1, Earlsfort Terrace
City province or state postal code
DUBLIN 2
Phone: +44 20 7593 0001
Fax: +44 20 7593 0002
Country address: IRELAND
Website url: www.celticresources.com