Directors' Interests', etc.

Celtic Resources Holdings PLC
31 January 2002


                         Celtic Resources Holdings Plc

      Resignation of Director and Notification of Interests of Directors'

Celtic Resources Holdings Plc ('Celtic' or 'the Company') hereby notifies the
resignation of Michael Kaufman as a director, together with changes in
directors' interests in the Ordinary Shares (nominal value €0.025 each) in the
Company.

Retiring Director

Michael Kaufman, a director of Celtic since 30th October 1999, has resigned from
the board with effect from 31 January 2002. Kevin Foo, Chairman and Managing
Director said 'Michael's contribution to the company and his guidance to the
board has been greatly appreciated. We are delighted that he has agreed to
remain available to the company as a consultant.'

Share interests of Directors - Directors receive payments in shares

The Company wishes to preserve cash so as to maximize resource development and
production. At the Annual General Meeting 23 July 2001, shareholders approved
the allotment of shares to staff, consultants and advisers by way of discharge
of their remuneration and/or fees. Under this authority, the directors on 25
January 2002 allotted 2,582,232 shares for this purpose, bringing the total
number of shares in issue to 162,169,587.

Directors who received shares as part of their fees were:

  • Euan Worthington, Executive Director, was allotted 255,000 Ordinary Shares
    at Stg10p and now holds 442,500 Ordinary Shares representing 0.27% of the
    current issued share capital of the Company. He continues to hold warrants
    over 93,750 Ordinary Shares, which are exercisable at Stg10p per share and
    expire on 31st December, 2002.

  • Michael Palmer, Finance Director, was entitled to 55,556 of the 250,000
    Ordinary Shares allotted at Stg10p to Gallagher & Co. This brings his total
    interest in Ordinary Shares to 1,774,439 representing 1.1% of the current
    issued share capital of the Company. In addition, Mr. Palmer continues to
    hold warrants over 35,461 Ordinary Shares exercisable at Stg15p per share
    and over 56,250 Ordinary Shares exercisable at Stg10p per share, all of
    which expire on 31st December, 2002. Of the Ordinary Shares in which Mr.
    Palmer is interested, 1,500,000 are held in the name of Pershing Keen
    Nominees and the balance of Ordinary Shares and warrants are registered in
    the name of Gnomees Limited.

  • Neil McDermott, Director, was allotted 1,000,000 shares at Stg10p, agreed
    as part of his private placement of €1.27 million in April 2001. He now
    holds 11,854,700 Ordinary Shares representing 7.3% of the issued share
    capital of the Company. In addition Mr. McDermott continues to hold warrants
    over 5,427,350 Ordinary Shares exercisable at €16.25 cents per share and
    expiring on 31st December, 2002. The Ordinary Shares that Mr. McDermott
    holds are registered in the name of Davy Nominees Limited.

Other changes in Directors interests

H.J.Resources Limited, a company in which Kevin Foo has an interest, has agreed
to accept 3,396,916 Ordinary Shares at Stg14p per share as part payment of a
long standing debt. The debt, which relates in part to the acquisition of the
Suzdal gold mine and the Tamdykol oil project in Kazakhstan, which are now held
within Celtic, was incurred prior to Mr. Foo's association with Celtic. This
acquisition increases H.J.Resources Limited's shareholding in the Company to
21,971,325 Ordinary Shares representing 13.55% of the current issued share
capital. In addition Mr. Foo continues to have an interest in warrants over
3,066,636 Ordinary Shares, of which 3,000,000 exercisable at Stg15.63p per share
expire on 30th June, 2003 and 60,386 exercisable at Stg15p per share and 6,250
exercisable at Stg10p per share expire on 31st December, 2002.



For more information please contact:

Kevin Foo / Claire Bolton              Leesa Peters

Celtic Resources Holdings Plc          Capital PR, London

Tel: + 44 (0) 20 7593 0001             Tel: + 44 (0) 20 7618 7889/ 0781 215 9885

[e-mail]       [e-mail]

Maeve Governey / Rachel Watchorn       Eugenee Mulhern,

Heneghan PR, Dublin                    Davy Corporate Finance Ltd

Tel: + 353 1 660 7395                  Tel: + 353 1 679 6363

[e-mail]                            [e-mail]




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