Solomon Capital Ltd Offer For Metals Exploration -7-

23rd Jul 2010 07:00

| form" | is, not in CREST); | | | | +-------------------+----------------------------------------------+ | "Closing Price" | the closing middle market quotation of a | | | Metals Exploration Share as derived from the | | | AIM appendix of the Daily Official List; | | | | +-------------------+----------------------------------------------+ | "Code" | The City Code on Takeovers and Mergers | | | issued by the Panel; | | | | +-------------------+----------------------------------------------+ | "Companies Act | the Companies Act 2006 (as amended from time | | 2006" | to time); | +-------------------+----------------------------------------------+ | "Concert Party" | Solomon and Reef Securities; | +-------------------+----------------------------------------------+ | "CPC Group" | CPC Group Limited, a company incorporated in | | | Guernesy with its registered office at PO | | | Box 119, Martello Court, Admiral Park, St | | | Peter Port, Guernsey GY1 3HB; | | | | +-------------------+----------------------------------------------+ | "CREST" | the computerised settlement system (as | | | defined in the CREST Regulations) operated | | | by Euroclear UK & Ireland Limited which | | | facilitates the transfer of title to shares | | | in uncertificated form; | | | | +-------------------+----------------------------------------------+ | "CREST | the Uncertificated Securities Regulations | | Regulations" | 2001, including (i) any enactment or | | | subordinate legislation which amends or | | | supersedes those regulations and (ii) any | | | applicable rules made under those | | | regulations or any such enactment or | | | subordinate legislation for the time being | | | in force; | | | | +-------------------+----------------------------------------------+ | "Daily Official | the Daily Official List published by the | | List" | London Stock Exchange; | | | | +-------------------+----------------------------------------------+ | "Dealing | as defined in the Code; | | Disclosure" | | +-------------------+----------------------------------------------+ | "Feasibility | the feasibility study on the Runruno Project | | Study" | comprising a comprehensive forward analysis | | | by independent external consultants of the | | | project's economics for use by financial | | | institutions to assess the credit-worthiness | | | for project financing, the results of which | | | were announced on 4 May 2010; | +-------------------+----------------------------------------------+ | "Financial | the Financial Services Authority in its | | Services | capacity as the competent authority for the | | Authority" | purposes of Part IV of FSMA; | +-------------------+----------------------------------------------+ | "Form of | the form of acceptance and authority | | Acceptance" | relating to the Offer which, where | | | appropriate, will accompany the Offer | | | Document; | +-------------------+----------------------------------------------+ | "FSMA" | the Financial Services and Market Act 2000 | | | (as amended from time to time); | +-------------------+----------------------------------------------+ | "Japan" | Japan, its cities, prefectures, territories | | | and possessions; | +-------------------+----------------------------------------------+ | "JORC" | Joint Ore Reserves Committee; | +-------------------+----------------------------------------------+ | "London Stock | London Stock Exchange plc; | | Exchange" | | | | | +-------------------+----------------------------------------------+ | "Merger | Council Regulation 139/2004/EC; | | Regulation" | | +-------------------+----------------------------------------------+ | "Metals | Metals Exploration plc, a company | | Exploration" or | incorporated in England and Wales with | | the "Company" | registered number 05098945 whose registered | | | office is at 200 Strand, London WC2R 1DJ; | | | | +-------------------+----------------------------------------------+ | "Metals | the board of directors of | | Exploration | Metals Exploration; | | Board" | | +-------------------+----------------------------------------------+ | "Metals | Metals Exploration and its subsidiaries and | | Exploration | subsidiary undertakings; | | Group" | | +-------------------+----------------------------------------------+ | "Metals | the holders, from time to time, of Metals | | Exploration | Exploration Shares; | | Shareholders" | | | | | +-------------------+----------------------------------------------+ | "Metals | the existing outstanding options to acquire | | Exploration Share | Metals Exploration Shares; | | Options" | | +-------------------+----------------------------------------------+ | "Metals | the existing issued or unconditionally | | Exploration | allotted and fully paid (or credited as | | Shares" | fully paid) ordinary shares of 1 pence each | | | in the capital of Metals Exploration and any | | | further such shares which are | | | unconditionally allotted or issued fully | | | paid (or credited as fully paid) on or prior | | | to the date on which the Offer closes or, | | | subject to the provisions of the Code or | | | with the consent of the Panel, by such | | | earlier date or dates as Solomon may | | | determine, including any such shares issued | | | or unconditionally allotted upon the | | | exercise of options granted under the Metals | | | Exploration share option schemes or exercise | | | of the Warrants; | +-------------------+----------------------------------------------+ | "Offer" | the mandatory cash offer to be made by | | | Solomon to acquire all of the issued and to | | | be issued Metals Exploration Shares not | | | already owned by Solomon on the terms and | | | subject to the condition to be set out in | | | the Offer Document and, where appropriate, | | | the Form of Acceptance including, where the | | | context requires, any subsequent revision, | | | variation, extension or renewal of such | | | offer; | +-------------------+----------------------------------------------+ | "Offer Document" | the formal document setting out the full | | | terms and condition of the Offer to be | | | posted to Metals Exploration Shareholders | | | (other than certain Overseas Shareholders) | | | shortly; | +-------------------+----------------------------------------------+ | "Offer Period" | the period commencing on (and including) the | | | date of this announcement and ending on the | | | date which is the latest of (i) the first | | | closing date, (ii) the date on which the | | | Offer becomes, or is declared, unconditional | (MORE TO FOLLOW) Dow Jones Newswires July 23, 2010 02:00 ET (06:00 GMT)