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Paladin Resources (PLR)

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Thursday 18 October, 2001

Paladin Resources

Placing and Open Offer

Paladin Resources PLC
18 October 2001

                            Paladin Resources plc

                            Placing and Open Offer

Paladin, the oil and gas exploration and production company with interests in
the UK and Norwegian North Sea, Denmark, Indonesia and the USA announces
details of a Placing and Open Offer.

*      £19 million Placing and Open Offer at 45 pence per share.

*      Qualifying shareholders able to subscribe at issue price pro rata to
       existing shareholdings.

*      Net production expected to average 22,000 boepd in fourth quarter of

*      Funds to be used to further expand Group's asset base.

*      Group well positioned to participate in forthcoming Norwegian State
       sale of certain North Sea oil and gas interests.

Roy Franklin, Chief Executive of Paladin, commented:

'Paladin has achieved significant growth over the last four years, which has
been reflected in the record results we have announced this year. The current
fundraising will give us additional financial headroom at an opportune time to
re-invest, particularly with regard to the proposed sale of the Norwegian
State oil and gas interests.'

                                                               18 October 2001


Paladin Resources plc                           Tel:    020 7534 2900
Roy A. Franklin, Chief Executive
Cuth McDowell, Finance Director

College Hill                                    Tel:    020 7457 2020
James Henderson




The Board of Paladin announces that it intends to raise approximately £19
million gross (£18.35 million net of expenses) by way of a Placing and Open

Information on Paladin

Paladin is a British independent oil and gas exploration and production
company with exploration, development and production interests in the United
Kingdom, Norway, Denmark, Indonesia, the United States, Romania, Tunisia and

The Placing and Open Offer

The Company is proposing to raise approximately £19 million gross (£18.35
million net of expenses) by the issue of 42,167,120 New Shares pursuant to the
Placing and Open Offer. HSBC will conditionally place the New Shares with
institutional and other investors at the Issue Price, subject to clawback to
satisfy valid applications by Qualifying Shareholders under the Open Offer.
The Placing and Open Offer is being carried out pursuant to existing
authorities conferred on the Directors by resolutions passed at the last
annual general meeting of the Company.

Qualifying Shareholders are being given the opportunity to subscribe under the
Open Offer for the New Shares at the Issue Price, free of expenses, pro rata
to their existing shareholdings on the basis of

                   1 New Share for every 5 Existing Shares

held on the Record Date and so in proportion for any greater number of
Existing Shares then held. The New Shares will, when allotted and fully paid,
rank pari passu in all respects with the Existing Shares.

Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of New Shares and fractional entitlements will not be allocated
under the Open Offer but will be aggregated and placed for the benefit of the
Company. The maximum entitlement of each Qualifying Shareholder will be
indicated on the Application Form which will be sent to Shareholders.
Application Forms will be personal to Qualifying Shareholders and may not be
transferred, except to satisfy bona fide market claims. The Application Form
represents a right to apply for New Shares. The Open Offer is not a 'rights
issue''. The Application Form is not a document of title and cannot be traded.
Qualifying Shareholders should be aware that, unlike a rights issue, any New
Shares not applied for under the Open Offer will not be sold in the market or
placed for the benefit of Qualifying Shareholders, but will be taken up either
under the Placing or by Investec pursuant to its commitment to underwrite the
Placing and Open Offer. The Placing and Open Offer has been fully underwritten
by Investec.

The Directors have indicated that they intend to take up their rights under
the Open Offer in respect of, in aggregate, 104,979 New Shares.

Applications have been made to the UK Listing Authority and to the London
Stock Exchange for the admission of all the New Shares to (i) listing on the
Official List; and (ii) trading on the London Stock Exchange's markets for
listed securities. It is expected that Admission will take place, and that
dealings in the New Shares will commence, on 15 November 2001. Share
certificates in respect of New Shares to be held in certificated form are
expected to be despatched by no later than 22 November 2001. New Shares to be
held in uncertificated form are expected to be delivered in CREST no later
than 15 November 2001.

The Placing and Open Offer is subject, inter alia, to the following conditions
which must be satisfied no later than 15 November 2001 or such later date as
the Company, HSBC and Investec may agree (being no later than 29 November

(a)          the Placing Agreement having become unconditional in all respects
             and not having been terminated in accordance with its terms; and

(b)          Admission.

Full details of the Open Offer, including the procedure for application and
payment, are set out in Part III of the Prospectus and in the Application
Form. To be valid, Application Forms must be received by Lloyds TSB
Registrars, Antholin House, 71 Queen Street, London EC4N 1SL no later than
3.00 pm on 8 November 2001.

Reasons for the Placing and Open Offer and use of proceeds

The Board has stated that its strategy is to grow the Company through both
acquisitions and exploration, with the objective of securing further reserves
and production on a commercially attractive basis.

During 2001, the Company completed the acquisitions of Petro-Canada's
Norwegian interests and Enterprise Oil's Danish interests. Both acquisitions
were material to the Company and, as a result of the Norwegian transaction, an
office has been opened in Norway to manage the Company's Scandinavian
interests. Paladin has therefore been able to establish a business presence in
an area which offers substantial growth potential, especially for smaller
companies such as Paladin.

Earlier this year, the Norwegian Ministry of Petroleum and Energy announced
the sale of 6.5 per cent. of the Norwegian State's interest in a number of
Norwegian Continental Shelf licences; the Company has been invited to
participate in this auction process and is currently conducting a detailed
review of those assets which it considers most likely to contribute to the
further development of the Group.

The Norwegian Ministry has stated that offers must not be subject to finance
at the time of submission in mid-December 2001. The Placing and Open Offer
will assist in compliance with that bidding guideline and thus make the
Company competitive in the auction process. It is intended that the net
proceeds of the Placing and Open Offer (£18.35 million) will form the equity
element of any financing for the acquisition of the Norwegian interests.
Pending such use, the proceeds will be used over the short term to reduce
drawings under the Company's existing revolving credit facility in order to
reduce interest costs. In the event that the Company's offers for the
Norwegian assets are not accepted, the net proceeds will be used to fund the
equity element of other future acquisitions which meet the Group's stated
investment criteria. It is intended that the balance of any acquisition costs
would be funded from existing debt facilities.

Current Trading and Prospects

On 18 September 2001, the Company announced its interim results for the
six-month period ended 30 June 2001. Average production for the first
half-year was 15,636 boepd, generating turnover of £49.8 million, operating
profit of £25.7 million and earnings of £10.4 million.

The acquisition of Enterprise Oil's Danish interests was completed on 13
September 2001, following receipt of the necessary shareholder and regulatory
approvals. A payment of US$34.7 million (£23.6 million) was made to Enterprise
Oil at completion which was funded by a further borrowing under its existing
credit facility. As a result of the acquisition of these interests, the
Group's net production for the fourth quarter of 2001 is expected to increase
to an average of 22,000 boepd.

Purchase and sale agreements relating to the sale of the Company's interests
in Rhoda Walker and Parks in the United States were entered into earlier this
month, with completion expected to take place within the next four weeks.
Negotiations are continuing in respect of the transfer of operatorship of Fort
Chadbourne to St. Mary Land.

Oil and gas prices have declined sharply in recent weeks. Nevertheless, the
Directors believe that the outlook for the current year and the near-term for
the Group remains positive. The Directors expect the asset trading market,
both in the UK and internationally, to continue to offer opportunities for the
Company to acquire assets on terms which have the potential to contribute
further to the successful development of the Group and add material value for


It is expected that a Prospectus, accompanied by an Application Form, setting
out the details of the Placing and Open Offer will be posted to Shareholders

Expected timetable of principal events

Record Date for the Open Offer                                  11 October 2001

Latest time and date for splitting Application Forms (to           3.00 pm on 6
satisfy bona fide market claims only)                             November 2001

Latest time and date for receipt of Application Forms and          3.00 pm on 8
payment in full under the Open Offer                              November 2001

Date of Admission of the New Shares                            15 November 2001

Date of delivery in CREST of New Shares to be held in          15 November 2001
uncertificated form

Definitive share certificates in respect of New Shares to be   22 November 2001
held in certificated form to be despatched by


The following definitions apply throughout this announcement:

'Admission'    admission of the New Shares to (i) listing on the Official List;
               and (ii) trading on the London Stock Exchange's markets for
               listed securities

'Application   the application form relating to the Open Offer being sent to
Form'          Qualifying Shareholders with the Prospectus

'CREST'        the relevant system (as defined in the Uncertificated Securities
               Regulations 1995 (SE 1995 No. 95/3272)) in respect of which
               CRESTCo Limited is the Operator (as defined in such regulations)

'Directors' or the directors of Paladin

'Enterprise    Enterprise Oil plc

'Existing      the existing 210,835,600 Ordinary Shares in issue as at the date
Shares'        of this announcement

'HSBC'         HSBC Investment Bank plc

'Investec'     Investec Bank (UK) Limited

'Investec      Investec Henderson Crosthwaite, a division of Investec
Crosthwaite '

'Issue Price'  45 pence per New Share

'London Stock  London Stock Exchange plc

'New Shares'   the 42,167,120 new Ordinary Shares to be issued pursuant to the
               Placing and Open Offer

'Official      the Official List of the UKLA

'Open Offer'   the conditional invitation made by Investec Henderson
               Crosthwaite, acting as agent for the Company, to Qualifying
               Shareholders to subscribe for the New Shares at the Issue Price
               on the terms and conditions set out in the Prospectus and in the
               Application Form

'Ordinary      ordinary shares of 10 pence each in the capital of Paladin

'Paladin' or   Paladin Resources plc
the 'Company'

'Paladin       Paladin and its subsidiaries
Group' or

'Placing'      the placing by HSBC of the New Shares at the Issue Price
               pursuant to the Placing Agreement, subject to the right of
               Qualifying Shareholders to apply for such shares under the Open

'Placing       the conditional agreement dated 18 October 2001 between (1)
Agreement'     Investec, (2) HSBC and (3) the Company, further details of which
               are set out in the Prospectus

'Prospectus'   the prospectus dated 18 October 2001 to be posted to
               Shareholders setting out details of the Placing and Open Offer

'Qualifying    holders of Existing Shares on the Company's register of members
Shareholders'  on the Record Date (except for certain overseas shareholders, as
               defined in the Prospectus)

'Record Date'  the close of business on 11 October 2001

'Shareholders' holders of Existing Shares

'UKLA' or 'UK  the Financial Services Authority Limited in its capacity as
Listing        competent authority under the Financial Services Act 1986

'United        United Kingdom of Great Britain and Northern Ireland
Kingdom' or

'United        the United States of America, its territories and possessions
States'        (including the District of Columbia)

Investec Henderson Crosthwaite, a division of Investec Bank (UK) Limited,
which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Paladin Resources plc in connection with the
Placing and Open Offer and is not acting for any person other than Paladin
Resources plc and will not be responsible to any person other than Paladin
Resources plc for providing the protections afforded to customers of Investec
Henderson Crosthwaite or for providing advice to any other person in
connection with the Placing and Open Offer.