EUREKA MINING PUBLIC LIMITED COMPANY

EUREKA MINING PUBLIC LIMITED COMPANY

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Company Overview
Eureka Mining PLC is a private company engaged in development and management of mining assets in the Former Soviet Union. The company was incorporated in 2003 and has its registered head office located in London, United Kingdom. Eureka Mining is listed in the Alternative Investments Market (AIM). The company was admitted to the Alternative Investment Market in December 2003 as a base metals exploration, development and production company with operations in Kazakhstan and Russia.
Eureka Mining PLC’s exploration activities include the rapid development of the Shorskoye molybdenum project in Kazakhstan with a 50/50 joint venture agreement with KazAtomProm, the Kazakhstan state Uranium Company, and started production in May 2006. The company also has a gold deposits exploration in Kentau in Southern Kazakhstan and a copper and gold exploration in Dostyk, Kazakhstan. The company’s activities in Russia include the Chelyabinsk, consisting of Miheevskoye and Tominskoye, copper and gold exploration projects in the Urals region of Southern Russia. The Chelyabinsk copper and gold project in the Russian copper industry heartland is extremely well served with communications, technical and social infrastructure that will minimize the costs of production when compared to other less developed regions.
Business Summary
The principal activity of Eureka Mining Pl is the exploration for and development and management of mining assets principally in Kazakhstan and other countries in the Former Soviet Union.

The Company was incorporated on 3 October 2003; its shares were admitted to trading on AIM on 11
December 2003 and a certificate to commence trading activities was issued on 17 December 2003.
During the period the company acquired the entire share capitals of Ar-Man LLP, Kentau Exploration and Mining LLP and Dostyk LLP each of which is registered in Kazakhstan and has mineral assets in that country.
Description and history
Eureka Mining Plc is a UK based mining exploration and project development company, focusing on projects in the Former Soviet Union. It is the Company’s view that Kazakhstan and other central Asian FSU countries represent an area of significant opportunity. This belief is supported by the quality of the portfolio of assets which Eureka has acquired including;

– the Shorskoye molybdenum deposit;
– the acquisition of the Chelyabinsk Copper Project; and
– the advanced exploration projects of Kentau, Mykubinsk and Central Kazakhstan projects. The Mykubinsk and Central Kazakhstan polymetallic project has assets situated in northern Kazakhstan and the Kentau exploration project has identified several gold and base metal deposits.

The long term objective of the Company is to become a significant business in the mining of molybdenum and base metals within Kazakhstan and the FSU. The experienced management team is currently pursuing a focused and disciplined acquisition strategy, for further mining assets in Kazakhstan and adjacent regions where relationships and infrastructure are well established. The emphasis for 2005 is to develop the Shorskoye Molybdenum Project and progress significantly the feasibility study on the Chelyabinsk Copper Project. There are exceptional technical and commercial teams in place in both Kazakhstan and Russia.

Eureka Mining’s major shareholder is Celtic Resources Holdings Plc. Celtic is a Russian and FSU specialist with primarily gold assets and has experience in developing assets in Russia and the FSU over the past 5 years. This gives Eureka a very strong operating basis in Kazakhstan and Russia as well as operational experience.

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 will receive shares in Celtic.

Business Line
Engaged in development and management of mining assets in the Former Soviet Union
Subsidiary
CHELYABINSK COPPER COMPANY LIMITED
Advisor
DELOITTE & TOUCHE
IPO date
12/11/2003
US SIC Code
1081
Company Address
Hatfield House
52/54, Stamford Street
City province or state postal code
SE1 9LX, LONDON
Phone: +44 020 7921 8810
Fax: +44 00 7921 8811
Country address: UNITED KINGDOM
Website url: www.eurekamining.co.uk