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Paladin Resources (PLR)

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Thursday 12 December, 2002

Paladin Resources

Acquisition/Issue of Equity

Paladin Resources PLC
12 December 2002

NOT FOR RELEASE OR DISTRIBUTION IN THE US, CANADA, AUSTRALIA, THE REPUBLIC OF
IRELAND OR JAPAN

                              PALADIN RESOURCES plc

                          ("Paladin" or "the Company")

 Proposed US$153 million Acquisition of a Portfolio of North Sea Assets from BP
                                and Amerada Hess

                  Placing and Open Offer to Raise £42 million


Paladin Resources plc, the oil and gas exploration and production company with
interests in the UK, Norwegian and Danish sectors of the North Sea, Indonesia,
the United States, Romania and Tunisia, today announces a major acquisition of
producing assets in the UK sector of the North Sea and a Placing and Open Offer
to raise £42 million.


                                  HIGHLIGHTS:

Acquisition



•    Acquisition from BP and Amerada Hess of a portfolio of
producing interests in the Arbroath, Montrose and Arkwright Fields and
surrounding acreage, including the Carnoustie and Wood discoveries, located in
the UK sector of the North Sea (collectively "the North Sea Assets").



•    Paladin to assume operatorship, subject to partner and regulatory approval.



•    Total consideration payable for the North Sea Assets
is US$153 million, subject to adjustments for interest, for working capital as
at the effective date of 1 January 2003 and for cashflow movements in
respect of the period between the effective date and completion.



•    Completion is expected to take place during the second quarter of 2003 
following regulatory approvals.



•    An Extraordinary General Meeting to approve the proposed acquisition will 
be held on 8 January 2003.





Fund Raising



•    Proposed placing of 63,563,798 new ordinary shares at
an issue price of 66 pence per share, subject to clawback under the Open Offer,
to raise approximately £42 million, fully underwritten by Cazenove & Co. Ltd and
Investec Bank (UK) Limited.




Profit Forecast & Dividend



•    For the year ending 31 December 2002, the Company has made the following 
forecasts:

•    Profit before tax to be not less than £64 million (2001: £37.8 million).



•    Profit after tax to be approximately £20 million (2001 (restated):
£10.8 million).



•    Intention to recommend a final dividend for the year
ending 31 December 2002 of 1 pence per share, payable to holders of both
existing ordinary shares and new ordinary shares to be issued pursuant to the
Placing and Open Offer, resulting in a total dividend for the year of 1.5 pence
per share.





Impact of Acquisition



•    Proven and probable reserves to be acquired at the
effective date are estimated at 39.5 MMboe by DeGolyer and MacNaughton. The
Company's internal estimate of its existing proven and probable reserves
(pre-acquisition) at the same date is approximately 105 MMboe.



•    Current production from the North Sea Assets to be
acquired is approximately 14,000 boepd.  Current production from the Group's
existing assets is approximately 38,000 boepd.



•    The Directors of Paladin  consider that the North Sea
Assets offer a number of attractive investment opportunities, including
reservoir rejuvenation and the capture of additional reserves through infill
drilling, as well as the potential to develop the Wood and Carnoustie
discoveries.



•    The acquisition will result in a significant expansion
to Paladin's broad portfolio of producing assets located in the UK, Norwegian
and Danish sectors of the North Sea, and Indonesia.





Roy Franklin, Chief Executive of Paladin, commented today:



"This acquisition caps our most successful year to date, both operationally and
financially.  It boosts production and gives us a stronger UK North Sea position
with the potential for material upside.



"Following the fundraising and this significant addition to our production, we
will be well positioned to deliver further consistent and sustainable growth for
our shareholders."





12 December 2002





   Analyst briefing: 10.30 am, at College Hill, 4th floor, 78 Cannon Street,
                                  London, EC4.




ENQUIRIES:


Paladin  Resources plc                             Tel:     020 7024 4500
Roy A. Franklin, Chief Executive

Cazenove & Co. Ltd                                 Tel:     020 7588 2828
John Paynter
Greg Bennett

Investec Investment Banking                        Tel:     020 7597 5970
James Grace

College Hill                                       Tel:     020 7457 2020
James Henderson
Justine Hibbert

Scottish Press Enquiries
Colin Reid, Paladin
Archie Berens, College Hill                        Tel:     07802 442486








This announcement does not constitute an offer of securities for sale in the
United States. The New Shares may not be offered or sold in the United States,
Canada, Australia, The Republic of Ireland or Japan absent registration or an
exemption from registration.



PROPOSED ACQUISITION OF A PORTFOLIO OF NORTH SEA ASSETS FROM BP AND AMERADA HESS
AND PLACING AND OPEN OFFER OF 63,563,798 NEW SHARES AT A PRICE OF 66 PENCE PER
SHARE



INTRODUCTION



The Board of Paladin announces that the Company's wholly owned subsidiary,
Paladin Expro, has entered into conditional agreements to acquire a portfolio of
North Sea assets from BP and Amerada Hess. The total consideration for the North
Sea Assets, which is subject to adjustments for working capital and cash flow
movements, is US$153 million (approximately £97.5 million on the basis of an
exchange rate of US$1.57:£1 as at 10 December 2002), to be satisfied in cash on
Completion from existing bank facilities.



The Board also announces that the Company intends to raise approximately £42.0
million gross (approximately £40.4 million net of expenses) by way of the
Placing and Open Offer, which have been underwritten by Investec and Cazenove.
The net proceeds of the Placing and Open Offer will be applied to reduce
existing bank debt. It is anticipated that the Acquisition will be completed
during the second quarter of 2003, at which time the purchase price for the
Acquisition will be met from existing bank facilities. The Placing and Open
Offer are conditional, inter alia, upon the passing of the Resolution and
Admission, but are not conditional upon Completion.



In view of the size of the Acquisition in relation to Paladin, the Acquisition
is conditional, inter alia, upon Admission and the approval of Shareholders,
which is to be sought at the EGM, as required by the UKLA Listing Rules.



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 and Tunisia.



INFORMATION ON THE NORTH SEA ASSETS



Paladin is proposing to acquire certain North Sea assets from BP and Amerada
Hess which when combined represent a 58.97436 per cent. interest in the
Montrose, Arbroath, Carnoustie and Arkwright Fields and a 100 per cent. interest
in the Wood Field and in exploration acreage associated with the Fields.



The 58.97436 per cent. interest in the Montrose, Arbroath, Carnoustie and
Arkwright Fields is currently owned as to 30.76923 per cent. by BP and as to
28.20513 per cent. by Amerada Hess. The remaining interests in these fields are
owned by a subsidiary of Shell.  The 100 per cent. interest in the Wood Field is
currently owned as to 71.79487 per cent. by BP and as to 28.20513 per cent. by
Amerada Hess.

The Directors estimate that the North Sea Assets are currently producing
approximately 14,000 boepd.



The Montrose Field



The Montrose Field was discovered by well 22/18-2 which was drilled in 1971.
This proved the presence of an oil-bearing Forties Sand reservoir of Palaeocene
age at depths of 8,100 to 8,500ft in a structure extending across Blocks 22/17
and 22/18. The field, located approximately 50km south east of the Forties Field
in a water depth of 300ft, was developed in 1976 using a steel drilling,
production and accommodation platform bridge-linked to a flare tripod.
Production peaked at 35,000 bopd in 1979. A total of 26 wells have been drilled
on the field, although only 2 oil producers remain active. Oil is exported via a
single 48km 14 inch pipeline to the Forties Field and then via the Forties
Pipeline to Cruden Bay and onward to Kinneil. Gas is disposed of through limited
sales to the Forties Field and is also used for fuel, with the excess being
flared.



The Montrose Field produced an average of approximately 300 bopd in the ten
months to October 2002. Cumulative production to 1 January 2003 is forecast to
be 87 MMstb of oil.



The Arbroath Field



The Arbroath Field was discovered by well 22/18-1 which was drilled in 1969.
Similar to the Montrose Field, Arbroath is a simple Forties Sandstone anticline.
The field was developed in 1990 as a satellite to the Montrose Field using a
minimum facilities production and accommodation steel platform. 15 producing
wells and 6 water injection wells have been drilled, of which 16 wells remain
active. Oil and gas are separated on the platform and are exported to the
Montrose platform for further processing and final export.



The Arbroath Field produced an average of approximately 15,800 bopd in the ten
months to October 2002. Cumulative production to 1 January 2003 is forecast to
be 125 MMstb of oil.



The Carnoustie Field



The Carnoustie Field underlies the Arbroath Field and was discovered in 1980 by
Arbroath development well 22/17-T2 which was deepened to the Zechstein
carbonates. This well proved that reservoir quality oil-bearing carbonates were
present and was the subject of an extended well test in 1990 during which
production rates of approximately 1,800 bopd were achieved. Following a
cumulative production of 166,000 bbl of oil, the well was closed in and
recompleted in the Forties Sandstone.



The Arkwright Field



The Arkwright Field is a simple Forties Sandstone anticline and was discovered
in 1987 by well 22/23a-3. The field is located south-south east of the Montrose
and Arbroath Fields and was developed in 1996 through 2 subsea oil producers and
1 subsea water injector tied back via a subsea template to the Arbroath Field.



The Arkwright Field produced an average of approximately 3,700 bopd in the ten
months to October 2002. Cumulative production to 1 January 2003 is forecast to
be 13 MMstb of oil.



The Wood Field



The Wood Field was discovered in 1996 by well 22/18-6 which encountered a gross
interval of 148ft of oil-bearing Upper Jurassic sands equivalent to the Fulmar
formation. The well was tested at a rate of 3,472 bopd and 10.5 MMscfd of gas.
The field has not yet been developed.



Gas Sales



The Montrose, Arbroath and Arkwright Fields in the ten months to October 2002
produced an average of 1.2 MMscfd of sales gas.



MANAGEMENT OF THE NORTH SEA ASSETS



Paladin intends to establish an office in Aberdeen through which all of its UK
assets will be managed. As operator of the North Sea Assets, Paladin Expro will
be able to exercise significant control over future investments in the newly
acquired interests. Paladin intends to use the services of  Petrofac Facilities
Management Limited and Helix RDS Limited to operate the North Sea Assets.
Petrofac Facilities Management Limited is a provider of integrated operations
and facilities management services in the North Sea. Helix RDS Limited is an
independent petroleum consultancy and would provide Paladin with geological,
geophysical and reservoir engineering expertise in conjunction with well
engineering and drilling management services. The arrangements with Petrofac
Facilities Management Limited and Helix RDS Limited would allow Paladin to
access the specialist knowledge, expertise, economies of scale and general
experience of these contractors in a cost-effective manner.



BACKGROUND TO AND REASONS FOR THE ACQUISITION AND PLACING AND OPEN OFFER



2002 has been a year of unprecedented acquisition activity for Paladin. During
the period, the Company has completed the purchase of interests in:



•        the Njord and Brage Fields from the Norwegian State;

•        the Goldeneye Field from Shell U.K.;

•        the Siri and Stine-1 and 2 Fields from Phillips and DONG; and

•        the Ross Field from Kerr-McGee



for an aggregate consideration of US$97.7 million.



In addition, Paladin has recently announced that it has entered into a
conditional agreement to acquire a further 18 per cent. interest in the
Veslefrikk Field for a consideration of US$14.7 million. Paladin is also in
advanced negotiations to increase its interest in one of its existing UK North
Sea producing fields. The consideration for this acquisition is expected to be
in the region of US$19 million. It is anticipated that an announcement in
respect of this proposed acquisition will be made prior to the EGM.



The Board has stated that its strategy is to grow the Company through both
acquisition and exploration, with the objective of securing further reserves and
production on a commercially attractive basis. The Directors believe that the
acquisitions referred to above and the Acquisition fulfil this criterion and
will meet and exceed the Company's target rate of return of 20 per cent. post
tax using a long-term Brent oil price of US$17.50 per bbl real (2000) and offer
scope to add significant value for Shareholders.



With regard to the Acquisition, the Directors consider that there are a variety
of attractive investment opportunities to extend the economic life of the
assets, enhance production and thereby lower unit operation costs. Furthermore,
as operator of the North Sea Assets, the Company would have enhanced ability to
determine the scope, nature and timing of the investment programme to be
pursued. It is envisaged that the investment programme will include projects:



•         to rejuvenate the Montrose reservoir;

•         to capture additional reserves which are currently outside the
          developed Montrose reservoir area; and

•         to recover additional reserves from the Arbroath and Arkwright
          reservoirs through infill drilling.



Following the Effective Date, the Directors will determine the investment
programme that they consider creates the most value. The Directors' current
belief is that the investment programme that will be undertaken will result in a
substantial increase to the Group's Proven and Probable Reserves.



To enable the Company to continue to take advantage of opportunities which meet
the Company's investment criteria whilst maintaining a strong balance sheet, the
Directors believe that it is in the Company's best interests to raise additional
equity through the Placing and Open Offer.



It is the intention of the Board that the proceeds of the Placing and Open Offer
will be applied to reduce existing bank debt. It is anticipated that the
Acquisition will be completed during the second quarter of 2003, at which time
the purchase price for the Acquisition will be met from existing bank
facilities. In the event that the Acquisition does not complete, the Group will
have additional financial flexibility to pursue its growth plans.



PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION



The Acquisition will be effected pursuant to the terms of the Acquisition
Agreements. The consideration payable for the acquisition of the BP Assets is
approximately US$80.6 million and for the Amerada Hess Assets is approximately
US$72.4 million, in each case subject to adjustment on Completion for working
capital in respect of the BP Assets and the Amerada Hess Assets as at the
Effective Date and for cash flows in respect of the BP Assets and the Amerada
Hess Assets between the Effective Date and Completion. Interest will be payable
on the consideration and on the working capital from the Effective Date until
Completion, and on other amounts from the date of receipt or payment until
Completion.



Under each of the Acquisition Agreements, and only in the event that shareholder
approval at the EGM is received, Paladin Expro will pay a deposit of 10 per
cent. of the consideration to BP and Amerada Hess respectively. The deposit will
be repaid if Completion does not occur prior to 31 July 2003 or such later date
as the parties may agree, provided that Paladin Expro has used all reasonable
endeavours to obtain as soon as is reasonably practicable satisfaction of the
conditions.



In addition to Admission and shareholder approval, the Acquisition is
conditional on the consent of the DTI, confirmation from the Health and Safety
Executive that it has no issues relating to the revised safety case submitted in
respect of the operation of the North Sea Assets, and certain other third party
consents and approvals.



It is also a term of the Acquisition Agreements that Paladin Expro will provide
on Completion a stand-by letter of credit in favour of each of BP and Amerada
Hess in an initial aggregate amount together equal to £40 million, in respect of
decommissioning liabilities.



Further details of the terms and conditions of the Acquisition are set out in
the Prospectus.



DETAILS OF THE PLACING AND OPEN OFFER



The Company is proposing to raise approximately £42 million gross (approximately
£40.4 million net of expenses) by the issue of 63,563,798 New Shares pursuant to
the Placing and Open Offer, which have been underwritten by Investec and
Cazenove. The New Shares have been conditionally placed at the Issue Price with
institutional and other investors, subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer. The Placing and
Open Offer are conditional, inter alia, upon the passing of the Resolution and
Admission, but are not conditional upon Completion.



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



                    1 New Share for every 4 Existing Shares



held as at the close of business 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 is indicated on
the Application Form. 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.
Shareholders should note that 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 Open 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 and Cazenove pursuant to their commitment to underwrite
the Placing and Open Offer.



Certain of the Directors have indicated that they intend to take up their
entitlements under the Open Offer comprising, in aggregate, 214,000 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 10 January 2003. Share certificates in respect
of New Shares to be held in certificated form are expected to be despatched by
no later than 17 January 2003. New Shares to be held in uncertificated form are
expected to be delivered in CREST no later than 10 January 2003.



The Placing and Open Offer are being carried out pursuant to existing
authorities conferred on the Directors by resolutions passed at the last annual
general meeting of the Company.



The Placing and Open Offer are subject, inter alia, to the following conditions
which must be satisfied no later than 10 January 2003 or such later date as the
Company, Investec and Cazenove may agree (being no later than 24 January 2003):



(a)                the passing of the Resolution;

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

(c)                Admission.



It is also a condition of the Placing Agreement that a facility for stand-by
letters of credit in respect of decommissioning liabilities required under the
Acquisition Agreements will have been entered into, or a comfort letter relating
to the facility acceptable to Cazenove and Investec will have been issued, prior
to 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 p.m. on 7
January 2003.



CURRENT TRADING AND PROSPECTS



On 10 September 2002, the Company announced its interim results for the
half-year ended 30 June 2002.



Average production for the first half-year was 26,912 boepd, generating turnover
of £75.7 million, operating profit of £33.2 million and earnings of £10.3
million.



Since 30 June 2002, the Company's existing assets have performed in line with
expectations.



In early July 2002, the Company increased its interests in the Siri and Stine
Fields on the Danish Continental Shelf, adding approximately 1.0 MMbbl to
reserves and increasing Danish production by approximately 1,400 bopd. The
acquisition of a 14.49 per cent. interest in the Ross Field in the UK Central
North Sea was completed in late October, increasing reserves by approximately
3.5 MMbbl and UK production by 1,500 bopd. The acquisition of a further 18 per
cent. of the Veslefrikk Field in Norway has recently been announced and is due
to be completed in early 2003.



Average production for the full year 2002 is expected to be approximately 30,000
boepd and  the Directors estimate that the Group's existing assets (including
the additional interest in the Veslefrikk Field) are currently producing
approximately 38,000 boepd. The Company's internal estimate of its Proven and
Probable Reserves as at 1 January 2003 is approximately 105 MMboe (including the
reserves attributable to the additional interest in the Veslefrikk Field).



The strength of the oil price during the second half is likely to result in an
improved average realised price for the full year compared with the $22.12 per
boe achieved in the first half, although the weakening of the US dollar over the
same period will reduce the impact of this improvement in sterling terms. The
Group has entered into oil price swaps, based on dated Brent, for the second
half of 2002 for a total of 800,000 bbl at an average price of $23.35 per bbl
and for 2003 for 2,100,000 bbl at an average of $23.27 per bbl. These volumes
represent approximately 32 per cent. of the Group's projected lower taxed UK and
Danish production over this period, including Paladin's share of expected
production from the North Sea Assets from the Effective Date.



The Directors forecast that for the year ending 31 December 2002 the Group's
profit before tax will be not less than £64 million and the Group's profit after
tax will be approximately £20 million. Net bank debt at year-end 2002 is
expected to be between US$80 million and US$100 million. The Acquisition has no
impact on the forecast and is not expected to be reflected in the Group's
accounts until mid-2003.



The Directors expect the portfolio review and asset divestment programmes of the
oil majors, both in the UK and overseas, to continue to offer opportunities for
the Company to acquire assets on terms which have the potential to add material
value for Shareholders and contribute to the further development of the Enlarged
Group. In addition, to complement acquisition activity Paladin expects to invest
up to US$1 per bbl produced in wildcat exploration.



DIVIDEND FORECAST



It was stated in the interim results announcement on 10 September 2002 that, in
the absence of unforeseen circumstances, the Board would recommend payment of a
final dividend of 1.0 pence per Ordinary Share for 2002 to Shareholders for
approval at the next Annual General Meeting.



Notwithstanding the Acquisition and Placing and Open Offer, the Board intends,
in the absence of unforeseen circumstances, to recommend a final dividend of 1.0
pence per share for the year ending 31 December 2002. Such a dividend would be
payable on the Existing Shares and the New Shares to be issued in connection
with the Placing and Open Offer.



It is intended that the level of future dividend payments will be progressive in
real terms but also sustainable in the event that oil prices fall back to the
US$ mid-teens per barrel.



EXTRAORDINARY GENERAL MEETING



At the EGM, the Resolution will be proposed because the Listing Rules of the
UKLA require that, due to the size of the Acquisition in relation to that of the
Company, the prior approval of Shareholders is necessary in order for the
Acquisition to proceed. The Resolution, if passed, will provide such approval.



PROSPECTUS



It is expected that the Prospectus, accompanied by an Application Form and a
form of proxy for use at the EGM will be posted to Shareholders shortly.



EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Record date for the Open Offer                                                              9 December 2002
Latest time and date for splitting Application Forms (to satisfy bona           3.00 p.m. on 3 January 2003
fide market claims only)
Latest time and date for receipt of Forms of Proxy for the EGM                 11.00 a.m. on 6 January 2003
Latest time and date for receipt of Application Forms and payment in            3.00 p.m. on 7 January 2003
full under the Open Offer
EGM                                                                            11.00 a.m. on 8 January 2003
Date of Admission of the New Shares                                                         10 January 2003
Date of delivery in CREST of New Shares to be held in uncertificated                        10 January 2003
form
Definitive share certificates in respect of New Shares to be held in                        17 January 2003
certificated form to be despatched by



DEFINITIONS



The following definitions apply throughout this announcement:


"Acquisition''                       the acquisition of the North Sea Assets from BP and Amerada Hess
"Acquisition Agreements''            the BP Acquisition Agreement and the Amerada Hess Acquisition Agreement
"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
"Amerada Hess''                      Amerada Hess Limited
"Amerada Hess Acquisition            the conditional agreement dated 11 December 2002 between (1) Amerada
Agreement''                          Hess and (2) Paladin Expro relating to the acquisition of the Amerada
                                     Hess Assets, a summary of which is set out in the Prospectus
"Amerada Hess Assets''               the 28.20513 per cent. legal and beneficial interest of Amerada Hess in
                                     each of the Licences
"Application Form''                  the application form relating to the Open Offer being sent to Qualifying
                                     Shareholders with the Prospectus

"Arbroath Field''                    the oil and gas field located in Blocks 22/17 and 22/18 on the UKCS
"Arkwright Field''                   the oil and gas field located in Block 22/23a on the UKCS
"BP''                                Amoco (U.K.) Exploration Company, Amoco U.K. Petroleum Limited and BP
                                     Amoco Exploration (Forties) Limited
"BP Acquisition Agreement''          the conditional agreement dated 11 December 2002 between (1) BP and (2)
                                     Paladin Expro relating to the acquisition of the BP Assets, a summary of
                                     which is set out in the Prospectus
"BP Assets''                         the 30.76923 per cent. legal and beneficial interest of BP in each of
                                     the Licences insofar as they relate to the Fields (other than the Wood
                                     Field), the 71.79487 per cent. legal and beneficial interest of BP in
                                     Licences P020 and P292 insofar as they relate to the area containing the
                                     Wood Field and the 71.79487 per cent. legal and beneficial interest of
                                     BP in each of the Licences insofar as they relate to areas other than
                                     the Fields (other than the Cayley Exploration Area, in which BP holds no
                                     interest)
"Carnoustie Field''                  the oil field located in Blocks 22/17 and 22/18 on the UKCS
"Cayley Exploration Area''           that part of Block 22/17 containing the Cayley prospect
"Cazenove''                          Cazenove & Co. Ltd
"Completion''                        completion of the Acquisition
"CREST''                             the relevant system (as defined in the Uncertificated Securities
                                     Regulations 2001 (SI 2001 No. 3755)) in respect of which CRESTCo Limited
                                     is the Operator (as defined in such regulations)
"Directors'' or "Board''             the directors of Paladin
"DTI''                               UK Department of Trade and Industry
"Effective Date"                     1 January 2003, the effective date of the Acquisition for economic
                                     purposes
"Enlarged Group''                    the Company and its subsidiaries following Completion
"Existing Shares''                   the existing 254,255,192 Ordinary Shares in issue as at the date of this
                                     announcement
"Extraordinary General Meeting'' or  the extraordinary general meeting of the Company to be held at the
"EGM''                               offices of College Hill Associates at 78 Cannon Street, London EC4N 6HH
                                     at 11 a.m. on 8 January 2003
"Fields''                            the Arbroath, Arkwright, Carnoustie, Montrose and Wood Fields
"Investec''                          Investec Bank (UK) Limited
"Investec Investment Banking''       Investec Investment Banking, a division of Investec
"Issue Price''                       66 pence per New Share
"Licences''                          UKCS petroleum production licences P019 relating to part of Block 22/17
                                     (containing part of the Montrose Field), P020 relating to part of Block
                                     22/18 (containing parts of the Montrose and Wood Fields), P291 relating
                                     to part of Block 22/17, and to Blocks 22/22a and 22/23a (containing the
                                     Arkwright Field and parts of the Arbroath and Carnoustie Fields) and
                                     P292 relating to part of Block 22/18 (containing parts of the Arbroath,
                                     Carnoustie and Wood Fields)
"London Stock Exchange''             London Stock Exchange plc
"Montrose Field''                    the oil and gas field located in Blocks 22/17 and 22/18 on the UKCS
"New Shares''                        the 63,563,798 new Ordinary Shares to be issued pursuant to the Placing
                                     and Open Offer
"North Sea Assets''                  the BP Assets and the Amerada Hess Assets
"Official List''                     the Official List of the UKLA
"Open Offer''                        the conditional invitation made by Investec Investment Banking, 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 Shares''                   ordinary shares of 10p each in the capital of Paladin
"Placing''                           the placing by Cazenove 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 Offer
"Placing Agreement''                 the conditional agreement dated 12 December 2002 between (1) Investec,
                                     (2) Cazenove and (3) the Company, further details of which are set out
                                     in the Prospectus
"Prospectus"                         the prospectus to be sent to Shareholders, setting out the details of
                                     the Acquisition and the Placing and Open Offer
"Paladin'' or the "Company''         Paladin Resources plc
"Paladin Expro''                     Paladin Expro Limited, a wholly owned subsidiary of Paladin
"Paladin Group'' or "Group''         Paladin and its subsidiaries
"Qualifying Shareholders''           holders of Existing Shares on the Company's register of members on the
                                     Record Date (except for certain overseas shareholders to whom the Open
                                     Offer has not been extended, as described in the Prospectus)
"Record Date''                       the close of business on 9 December 2002
"Resolution''                        the resolution to be proposed at the EGM, as set out in the notice of
                                     EGM in the Prospectus
"Shareholders''                      holders of Existing Shares
"UKLA'' or "UK Listing Authority''   the Financial Services Authority acting in its capacity as the competent
                                     authority for the purposes of Part VI of the Financial Services and
                                     Markets Act 2000
"uncertificated'' or being held "in  recorded on the relevant register of the uncertificated share concerned
uncertificated form''                in CREST, the title to which, by virtue of the Uncertificated Securities
                                     Regulations 2001 (SI 2001 No. 3755) may be transferred by means of CREST
"United Kingdom'' or "UK''           United Kingdom of Great Britain and Northern Ireland
"UKCS''                              United Kingdom Continental Shelf
"United States'' or "US''            the United States of America, its territories and possessions (including
                                     the District of Columbia)
"$'' or "US$''                       United States dollars
"Wood Field''                        the oil and gas field located in Block 22/18 on the UKCS



Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
solely for Paladin Resources plc in connection with the Acquisition and 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 clients of Investec
Investment Banking or for providing advice to any other person in connection
with the matters described in this announcement.



Cazenove & Co. Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting solely 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 clients of
Cazenove & Co. Ltd.


                      This information is provided by RNS
            The company news service from the London Stock Exchange