AIM Listing - Replacement

Celtic Resources Holdings PLC
18 September 2002


The AIM Listing - Replacement announcement released on 18 September 2002 at
11.18hrs under RNS: 3248B contained formatting errors. The announcement stated
under "Highlights" and "Placing and Open Offer" that the "Open Offer is on the
basis of 1 New Share for every 116 Old Shares and 10 New Shares for every 58
Preference Shares". This should have read that the " Open Offer is on the basis
of 1 New Share for every 116 Old Shares and 1 New Share for every 58 Preference
Shares ".


The full corrected version is shown below. All material details remain
unchanged.



                         Celtic Resources Holdings Plc


Celtic Resources to join AIM after raising up to £8m through a £5m placing and a
                                 £3m open offer


Highlights


  • A fundraising of up to £8 million through the issue of new ordinary shares
    consisting of a placing of £5 million and an open offer for up to a further
    £3 million

  • A placing and open offer of up to 5,925,926 new Celtic Resources shares at
    135 pence per share following a 1 for 10 share consolidation. The Open Offer
    is on the basis of 1 New Share for every 116 Old Shares and 1 New Share for
    every 58 Preference Shares

  • £5 million of the new Celtic Resources shares have been conditionally
    placed principally with new institutional shareholders

  • Placing and open offer is conditional on the passing by shareholders of
    resolutions at EGM and admission to AIM

  • Withdrawal from the Exploration Securities Market of the Irish Stock
    Exchange (ESM)

  • Proceeds largely to be used to continue to develop the gold resources
    under its management estimated at over 30 million ounces

  • Trading expected to commence 14 October 2002


Celtic Resources Holdings plc, which aims to become one of the largest gold
producers in Russia and Kazakhstan by 2007, today announces that it is proposing
to raise up to £8 million (£6.86 million, net of expenses), by way of a £5m
Placing by brokers Williams de Broe Plc and a £3m Open Offer to shareholders of
2,222,222 new shares following a 10:1 share consolidation.


The shares are expected to be admitted to trading on the Alternative Investment
Market of the London Stock Exchange on 14 October 2002, giving a post float
market capitalisation of up to £39 million at the issue price. At the same time
Celtic Resources will withdraw the trading facility for its shares on the ESM of
the Irish Stock Exchange.


Managing Director, Mr Kevin Foo, said today that the company, which is currently
listed on the ESM (Code CER), intends to "use the funds raised, together with
the proposed US$12million Standard Bank Facility, to accelerate gold production
principally at our Nezhdaninskoye mine. Part of the proceeds will also be
applied in the repayment of debt and the development of other interests as well
as general working capital requirements."


"We aim to enhance shareholder value further by continuing to develop our
existing large resource base and pursue attractive natural resource acquisitions
using our significant experience of operating in the FSU, an area abundant in
natural resources" added Mr Foo.


The 50% owned Nezhdaninskoye gold and silver mine in Yakutia is a key asset of
the company with Measured, Indicated and Inferred Resources (Western JORC
standards) of 13.9 million ounces of gold from only 37 of the 119 ore bodies and
100 million ounces silver (Russian Classified).


Celtic also owns 100% of the Suzdal gold mine in Kazakhstan, where Measured,
Indicated and Inferred Resources (Russian standards) amount to 1.5 million
ounces of gold. The company has a 65% interest in the large Shorskoye molybdenum
deposit in Kazakhstan, interests in other base and precious metal projects in
Kazakhstan and a 90% interest in the Tamdykol oil project in Kazakhstan as well
as minor interests in UK offshore and onshore oil and gas exploration prospects.


An EGM will be held to obtain shareholder approval for the consolidation and
share capital changes, the issuance of Ordinary Shares pursuant to the Open
Offer and Placing and authority to issue further Ordinary Shares for other
purposes.




Expected timetable of principal events
Record Date for the Open Offer                                                      Tuesday, 10 September 2002
Date of Issue of the Prospectus and Open Offer Application Forms                    Tuesday, 17 September 2002
Latest time and date for splitting Application Forms in respect of the         3.00 pm Thursday, 4 October2002
Open Offer
Latest time and date for receipt of completed Forms of Proxy for the
Annual General Meeting                                                        10.00 am Tuesday, 8 October 2002
Latest time and date for receipt of completed Forms of Proxy for the
Extraordinary General Meeting                                                10.15 am Tuesday , 8 October 2002
Latest time and date for receipt of Application Forms and Payment in
full under the Open Offer                                                      3.00 pm Tuesday, 8 October 2002
Time and date of Annual General Meeting                                     10.00 am Thursday, 10 October 2002
Time and date of Extraordinary General Meeting                              10.15 am Thursday, 10 October 2002
Date of Admission to AIM and cessation of dealing on ESM                               Monday, 14 October 2002
CREST Stock Accounts credited for Open Offer Shares in uncertificated                 Monday, 14 October, 2002
form
Definitive share certificates in respect of Open Offer Shares despatched             Friday, 18 October , 2002
by






For more information please contact


Kevin Foo / Claire Bolton

Celtic Resources Holdings Plc

Tel: + 44 (0) 20 7593 0001

[e-mail]


Joe Nally

Williams de Broe Plc

Tel: + 44 (0) 20 7972 9280

[e-mail]


Eugenee Mulhern

Davy Corporate Finance Ltd

Tel: + 353 1 679 6363

[e-mail]


Leesa Peters / Cindy Dennis

Capital PR

Tel: [phone]

[e-mail]


Nigel Heneghan

Heneghan PR, Dublin

Tel: + 353 1 660 7395

[e-mail]


                                   BACKGROUND


PLACING AND OPEN OFFER


Qualifying Shareholders have the opportunity to subscribe under the Open Offer
for the New Ordinary Shares at the Issue Price, free of expenses, and will have
a minimum entitlement calculated pro rata to their existing shareholdings on the
Record Date on the basis of 1 New Share for every 116 Old Shares and 1 New Share
for every 58 Preference Shares, and so in proportion for any greater number of
Old Shares or Preference Shares then held. The Placing and Open Offer are
subject, inter alia, to the following conditions which must be satisfied by 3.00
pm on the day prior to the day of the EGM (in the case of paragraph (a) below)
or by no later than 14 October 2002 (in the case of the other paragraphs) or (in
each case) such later date as the Company and Williams de Broe may agree (being
no later than 18 October 2002):

 a. not less than £5 million having been received in respect of subscriptions
    under the Placing or the Open Offer;
 b. the Resolution having been passed at the EGM;
 c. the Placing Agreement having otherwise become unconditional in all respects
    and not having been terminated in accordance with its terms; and
 d. admission of the Company's issued share capital to trading on AIM.

THE COMPANY


Celtic Resources Holdings plc (incorporated and registered in Ireland in 1994)
is a natural resource company which holds a portfolio of producing and
developing mines and hydrocarbon properties in Russia and Central Asia and minor
oil and gas interests in the UK.


The Company manages resources estimated at over 30 million ounces of gold and
operates two producing mines, Nezhdaninskoye in Russia and Suzdal in Kazakhstan.
Celtic's management team has many years of experience in these areas and have
demonstrated the ability to find, develop and operate successful projects at low
cost. Celtic also has interests in the oil and gas sector in the FSU and the UK
and has additional valuable assets in base metals and specialty metals. This
spread of assets and countries is planned and is part of the overall aim to
build significant portfolios in three sectors - gold, base and specialty metals
and hydrocarbons.


PROJECTS


The principal interests of the Group are summarised below.

Property                           % Group Interest           Metals and Minerals                 Status

Russia
Nezhdaninskoye                            50                      Gold, Silver                 Early stage

                                                                                             Operational mine

Kazakhstan
Suzdal                                   100                          Gold                   Operational mine
Kentau                                   100                          Gold                     Exploration
Abyz                                      60                      Polymetallic               Pre-feasibility
Auliye                                   75.8                         Gold                     Exploration
Mykubinksk                                80                  Precious/base metals             Exploration
Shorskoye                                 65                       Molybdenum                Pre-feasibility
Tamdykol                                  90                          Oil                      Exploration

UK
North Sea                                 5                           Gas                      Exploration






Nezhdaninskoye Gold Mine (Celtic 50%), Russia


The Nezhdaninskoye gold mine is located 450 km east of Yakutia and is one of the
largest in Russia. The mine is substantially developed with 110km of underground
development, a 250,000 tpa processing plant, a boiler house, a power house and
numerous buildings and other infrastructure. GBM Mineral Engineering Consultants
Limited, in its study conducted in 2002, confirmed the possibility of treating
250,000 tonnes per year of ore from the quartz vein ore bodies. This ore is high
grade, averaging in the region of 10-11 g/t Au, and is metallurgically simple.
Preparations for expansion of the operations to 600,000 tpa are underway, which
will be financed partly by drawing upon the proposed Standard Bank Facility and
partly out of the proceeds of the Issue.


The Mine has Russian classified reserves and other resources exceeding 28
million ounces of gold and 100 million ounces of silver. SRK have audited and
converted the Russian Category B, C1, and C2 resources to Western JORC standards
and the results are set out in the table below. Only 37 of the 117 ore bodies
identified to date have been explored in sufficient detail for them to be
classified as "Mineral Resources" as defined by the JORC code. Consequently,
there remains potential to confirm additional ore reserves and resources from
the Russian Category P resources. The table below shows only the stated gold
grades and content. The average silver grade ranged from four to six times the
average gold grade.


SRK Audited Mineral Resources
                                                                  Average             Contained
JORC resource class                          Tonnes            gold grade           gold ounces
                                         (millions)                 (g/t)            (millions)
Measured                                        3.1                   6.7                   0.7
Indicated                                      34.6                   5.2                   5.8
Inferred                                       40.2                   5.7                   7.4
TOTAL                                          77.9                   5.5                  13.9

SRK Audited Mineral Reserves
                                                                  Average             Contained
JORC reserve class                           Tonnes            gold grade           gold ounces
                                         (millions)                 (g/t)            (millions)
Proven                                          1.2                   7.4                   0.3
Probable                                       13.8                     6                   2.6
TOTAL                                          15.0                  6.10                   2.9


As Nezhdaninskoye is a very large mine, staged development is deemed
appropriate. In broad terms a three stage plan is envisaged with Stage 1 leading
to production of 150,000 oz/yr of gold in the third year following the first
drawdown from the proposed Standard Bank Facility. Stages 2 and 3, which would
require further financing, should increase production to a rate of 300,000 oz/yr
by 2006 and result in an ultimate production rate of 500,000 oz/yr.


The extensive metallurgical test work recently completed in UK and Australia
supplements the historical Russian work and confirms that Nezhdaninskoye ores
are treatable by conventional and available technology. Expected recovery of
gold from vein ores is more than 90% and 75% from the lower grade breccia ores.
Current plant operations and experience over the last six months have supported
these projections.


Estimated Stage 1 project economics show a NPV of $70 million at a 10% discount
rate and a project IRR of 106% at a gold price of $295/oz. The Board believe
that Nezhdaninskoye is an outstanding project with excellent potential for high
levels of gold production at low operating costs, which will underpin
significant growth in Celtic.




Suzdal Gold Mine (Celtic 100%), Kazakhstan


The Suzdal gold mine is located 75km south west of Semipalatinsk in northern
Kazakhstan. The licence was granted to the operating company Alel in 1995 for 22
years and covers an area of 28km(2). The operations have run continuously since
late 1999 and in 2001 produced approximately 43,000 ounces of gold. Since July
2000, Celtic has progressively increased its ownership in Suzdal from 15% to
100%. Celtic purchased Suzdal not only for the residual gold oxide resources but
also for the underlying gold sulphide ores that make up the bulk of the mine's
resources.


As at 31 December 2001, Celtic and Alel geological staff have estimated the
remaining classified oxide resources as 936,000 tonnes at 3.1 g/t containing
93,280 oz of gold. Additional oxide dumps at Suzdal, estimated to contain 14
million tonnes at 0.8 to1.0 g/t Au, may be able to be economically treated and
internal studies are being completed on this project. However, these resources
are not included in the reserve or resources statement. Total sulphide zone
resources are estimated at 5.76 million tonnes averaging 7.82 g/t Au containing
approximately 1.45 million ounces of gold.


Promising intersections were discovered during a recent programme of shallow
diamond-drilling of primary ore with results indicating higher primary ore
grades than previously used in the above Soviet ore reserve estimates
encountered.


Celtic plans to continue mining and treatment of the oxide ores at Suzdal to
produce at a rate of at least 35,000 oz/yr of gold until late 2004. The
low-grade dump material will be fully assessed to determine if a dump leach
operation is viable. If so, this could extend oxide operations for up to 10
years. Celtic has initiated an internal study on the sulphide ores that will
result in a development plan and detailed budget for these resources. The aim is
to complete this study in late 2002 and to assess financing options for the
project.


Preliminary economic and technical studies have determined that      the
sulphide ores can be mined by open pit initially and then underground. It is
expected that sulphide ore production would build up gradually to 500,000 tpa
and ultimate production from the sulphide plant is expected to be 130,000 oz/yr
gold. The sulphide ores are refractory and will require metallurgical processes
such as flotation and bacterial leaching to recover gold, however overall
estimated gold recoveries will be about 80%. Capital expenditure for the
sulphide plant is estimated to be $12 million and first production from the
plant is targeted for mid 2004 subject to financing with      operating costs
ranging from$130-160/oz.


Shorskoye Molybdenum Project (Celtic 65%), Kazakhstan

This deposit is near the Balapan coal mine, about 90km south-west of
Semipalatinsk. The deposit is a molybdenum porphyry with mineralisation in
stockwork that is open at depth. Only preliminary estimates of resources have
been made so far with grades ranging from 0.24-0.35% Mo and 0.5-3.2 g/t rhenium.
Tonnage and grade for the main zone are estimated at 315 million tonnes
averaging 0.24% Mo for a contained molybdenum content of approximately 750,000
tonnes. Mining would be by open pit with strip ratios about 1:1.


A benchmarking study conducted by Saint Barbara Consultancy Services in November
2000 concluded that the Shorskoye grade, if substantiated, would rank the
deposit amongst the highest grade molybdenum deposits in the world and that, if
contained metal tonnages were substantiated, Shorskoye would be the largest
known deposit in the world by a large factor. Celtic intends to confirm the
extent of the mineralisation, with additional drilling aimed at defining and
quantifying an inferred resource. A pre-feasibility study based on annual
production of 20 million pounds of molybdenum is expected to be completed by
2003.


Abyz Polymetallic Deposit (Celtic 60%), Kazakhstan


This deposit is south-east of the town of Karaganda in Central Kazakhstan.
Extensive drilling and ore reserve estimates have been conducted on this deposit
by its former owners and Celtic. A feasibility study completed in 1996 confirmed
a Mineral Resource of 9.13 million tonnes at average grades of 4.3g/t Au (1.25
million ounces), 41g/t Ag, 1.36% Cu and 3.57% Zn.




Kentau Exploration Property (Celtic 100%), Kazakhstan


This is in the southern part of Kazakhstan and runs from the Uzbekistan border
through the Kentau ridge. Celtic holds 3 licences in this district, covering a
total of 6,300km2, which were granted in 1997 for a five year period with
extensions possible. The previous owners spent $5 million on this property from
1997 to 1999 identifying more than 28 gold and base metal deposits. SRK conclude
that Kentau is a large and highly prospective area from which large volumes of
geological data, including BLEG sampling, trenching and drilling have been
collected. However, SRK suggest that proper analysis of this data is required in
order to focus further exploration activity and management is currently
considering whether to extend or relinquish one or more of these licences.


     Mykubinsk and Central Kazakhstan Exploration Property (Celtic 80%),
Kazakhstan


These are two late stage exploration properties in Central Kazakhstan in which
two licences covering a total of 28,957km2 were granted in 1995 for a period of
25 years. No mineral resources have yet been delineated on these properties, but
SRK has stated that the proximity to already located occurrences gives this area
credibility and increases the likelihood of deposit potential.


Auliye Gold Property (Celtic 75.8%), Kazakhstan


These licences are in southern Kazakhstan along the Kyrgyzstan border where
exploration and drilling has been undertaken by previous owners. Work has
focussed on mesothermal, epithermal and porphyry targets with geochemical
sampling, trenching and drilling work reporting grades of 3.5g/t and 7g/t gold,
although no mineral resources have been delineated to date.


Tamdykol Oil Project (Celtic 90%), Kazakhstan


Celtic has an exploration and production licence over the Tamdykol oil deposit
in north west Kazakhstan. Two appraisal wells, 1A and 2A, were drilled,
completed, and tested during late 2001 but, despite indications of oil, both
proved non-commercial. The wells were drilled through the base of the Lower
Jurassic interval into the top of a saltdome to depths of 162m and 128m
respectively. Celtic is now undertaking a high resolution 2D seismic survey
across the field in an effort to determine the potential of oil accumulations in
the deeper Jurassic intervals.


Recent reprocessing of regional seismic surveys shot in the area, in addition to
local interpretations of existing log data, has also uncovered a further
prospect on the north side of the Tamdykol salt feature that appears to be a
salt overhang. Salt overhangs are a highly prospective means for trapping and
sealing hydrocarbon reserves and salt overhangs within a 150km radius of
Tamdykol have produced at least 200 million barrels of recoverable oil reserves
in the last 14 years.


UK oil and gas interests


The Group holds 5% interests in United Kingdom Seaward licences P846, P847 and
P848 covering Southern North Sea blocks 49/1c, 49/2b and 49/2c. The interests in
the first three licences have been farmed out and are operated by GDF Britain
Limited ("GDFB"). GDFB is a fully owned subsidiary of Gaz de France, which has
been involved in exploration and the production of gas in the UK North Sea since
1998. GDFB is currently assessing data from a 3D seismic survey over the licence
areas with a view to identifying a drilling target before the end of 2002.
Celtic's interest in the three licences will be diluted to a carried 1.11% if
GDFB exercises its option to drill a well.




THE BOARD


Peter Hannen, (Non-executive Chairman) aged 49, had a 14 year career in all
aspects of physical commodity trading - shipping, finance, hedging, trading and
options, before setting up a partnership in 1991 to advise and oversee family
interests in asset allocation with particular emphasis on resources. His
experience is wide ranging from Texas natural gas, to agricultural and wool
interests in Australia.

Kevin Foo, (Managing Director) aged 52, is a graduate in metallurgy from
Ballarat School of Mines and holds an MSc and DIC from Imperial College London.
He is a member of the IMM and the American Institute of Mining Engineers. He has
had a 30 year career in all aspects of mining, including technical, operational,
project management and running public companies with Aberfoyle Limited, Minproc
Engineers and Bakyrchik Gold Plc. He has worked on five continents including 12
years in Kazakhstan and Russia and is a specialist in the development of mines
in the FSU.

Michael Palmer, (Finance Director) aged 58, is a chartered accountant. In 1983,
he co-founded Gallagher & Co, a business consultancy based accountancy practice,
where he remains a senior partner specialising in providing financial advice to
small and medium sized enterprises. He holds a number of directorships in
private companies.

Euan Worthington, (Executive Director, Corporate Development) aged 47, is a
geologist with an MSc and DIC from Imperial College, London and over 20 years
experience in the City, initially as a mining analyst with Hoare Govett,
Shearson Lehman and then SG Warburg Securities. In 1991 he moved into the SG
Warburg mining corporate finance team and from 1998 to 2001 was head of the
metals and mining corporate finance team at ABN Amro Bank. He is a Fellow of the
IMM, Member of the Society for Mining Metallurgy and Exploration Inc., a
Chartered Engineer and past Chairman of the Association of Mining Analysts.

Michael Nesbitt, (Non Executive Director) aged 61, has a BA from Trinity
College, Dublin. He worked in London for six years in technical management and
supermarket design before returning to Dublin to join Arnotts Plc, which at the
time was a group of some fifteen companies involved in retailing, wholesaling
and garment manufacturing. On his appointment to the post of managing director
he commenced a process of rationalisation and development of core activities and
retired when this was complete. He was a member of the Irish Goods Council and
founder member of the City Centre Business Association. He was on the board of
Jervis Street Hospital and chairman of the Rowland Hill Benevolent Trust. He is
director and secretary of Art Plc, a private investment company.

Neil McDermott, (Non Executive Director), aged 52, has a variety of business
interests. He is involved in property development in Dublin, most recently
Fiat's headquarter offices in Dublin. He also farms extensively in Estonia, both
dairy and arable, on approximately 10,000 acres and employs 53 people.


Additional Information

Further details of the Placing and Open Offer and the terms and conditions on
which it is being made, including the procedure for acceptance and payment, are
contained in the prospectus dated 17 September 2002 and on the Application Form
that accompanies the prospectus. The prospectus is available from the Company's
registered office 14 Upper Fitzwilliam Street, Dublin 2, Ireland and the
Company's UK representative office, Enterprise House, 59/65 Upper Ground,
Blackfriars, London SE1 9PQ. The Prospectus and Application Form will be posted
to Qualifying Shareholders later today.




17 September, 2002


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