AMBR Ambrian

RNS Number:5729M
Palladex PLC
23 November 2006

                                  PALLADEX PLC



23 November 2006

AIM: PLX



             Conditional agreement for new Palladex asset portfolio



  * Heads of Agreement ("HOA") signed in respect of proposed acquisition of
    precious metal assets in Africa from Ambrian Capital plc ("Ambrian")
  * Technical Services Division opened in Kyrygzstan
  * Drilling concluded at Aksur and Terek, Kyrgyzstan



Heads of Agreement with Ambrian Capital plc



Palladex plc (AIM:PLX:L) ("Palladex" or "the Company"), today announces that it
has signed a HOA with Ambrian (formerly Golden Prospect PLC) and Ethiopian
Resources Limited ("ERL") to acquire companies and exploration licences in
Ethiopia, Sierra Leone and Madagascar in return for the issue of 50,000,000 new
ordinary shares in Palladex.  ERL is a private UK registered company, which
imports platinum concentrate from Ambrian's Ethiopian assets.



Due diligence on the assets is being completed and all parties are committed to
completion of the proposed acquisition as soon as practicable. The issue of the
consideration shares by Palladex will be subject to the approval of Palladex
shareholders and accordingly a circular will be issued to the shareholders of
Palladex at the appropriate time. An Ambrian announcement, released today,
provides further technical details and is reproduced in part below.



Technical Services Division



In addition Palladex today announces that it has established a Technical
Services Division in Kyrgyzstan through its wholly owned subsidiary Palladex
Ltd.  Palladex Limited currently has five drill rigs, two 18 tonne bulldozers
and a range of support vehicles and equipment, as well as a proven exploration
team, to provide contract drilling and geological services.  The Technical
Services Division is already active on two drilling contracts in Kyrgyzstan.



Drilling Concluded at Aksur and Karakala, Kyrgyzstan



Palladex today announces that it has stopped drilling at the Aksur and Karakala
licences in Kyrgyzstan and is currently preparing year-end reports to be
submitted to the Kyrgyz Geological Agency.



Commenting today Merlin Marr-Johnson, CEO, said "The HOA with Ambrian will give
Palladex access to a new suite of assets and regions.  The principal strategy of
the Company remains to establish a portfolio of properties capable of economic
development, thereby enhancing shareholder value, and I look forward to making
further announcements detailing our progress with the proposed acquisition in
due course.



In Kyrgyzstan we will derive value from our strong operating team and good
relationships with suppliers by offering mining and exploration companies a
reliable year-round drilling service."

For further information contact:

Merlin Marr-Johnson
Palladex plc
Tel: +44 (0)20 7629 4800
Mob: +44 (0) 7803 712 280
Email: mmj@palladex.co.uk

Laurence Read/Ed Portman
Conduit PR
Tel: + 44(0)20 7429 6605
Mob: +44 (0) 7979955923
Email: laurence@conduitpr.com

Peter Jackson/Paul Dudley
W. H. Ireland Limited
Tel: +44 (0)20 7220 1666



The Ambrian Capital plc announcement of 23 November 2006 is in part reproduced
below:



23rd November 2006
                                        AIM: AMBR



                              Ambrian Capital plc



                  Heads of Agreement signed with Palladex plc



                   - Merger of Mining and Exploration Assets





*            Heads of  Agreement ("HOA") signed for the merger of Ambrian
             Capital's unlisted mining and exploration assets with Palladex plc

*            Production of platinum concentrate from Yubdo Platinum and Gold
             Development PLC ("YPGD"), Ethiopia

*            Advanced stage gold exploration project at Tulu Kapi in Ethiopia

*            Drill target assessment on Lake Sonfon Gold and Diamond exploration
             project, Sierra Leone

*            Exploration activities underway on Madagascan gold project



Ambrian Capital plc, formerly Golden Prospect plc, ("Ambrian" or "the Company"),
wishes to announce that it has signed a Heads of Agreement to merge its mining
and exploration assets (the "Transaction"), with Palladex plc, AIM: PLX ("
Palladex"), a mineral exploration and development company. At the same time
Palladex has also agreed to acquire Ethiopian Resources Limited ("ERL") a
private UK registered company which imports platinum concentrate from Ambrian's
Ethiopian assets. In return, Palladex will issue an aggregate of 50,000,000 new
shares to Ambrian (and its nominees) and the shareholders of ERL. Following the
completion of the Transaction, Ambrian (and its nominees) and the shareholders
of ERL will hold a 44.8% interest in Palladex.



Ambrian is selling its wholly owned subsidiary, Golden Prospect Mining Company
Limited (Bermuda) ("GPMC") which holds, either itself or through subsidiaries,
the following assets:



  * a 51% interest in YPGD and management of a platinum and gold mining
    operation and 100% of (a) three exploration licences and (b) two prospecting
    licences for gold and platinum in Ethiopia; and



  * an 87.5% interest in Madagascar Gold and Stones SARL ("MGS") which holds
    gold exploration licences in Madagascar; and



  * exploration projects, through joint ventures, for platinum, gold and
    diamonds in Sierra Leone; and



Due diligence on the assets is in progress and all parties are working to a
target completion date of 29 December 2006, subject to completion of formal
documentation, finalisation of appropriate warranties and the approval of the
shareholders of Palladex.



The parties have agreed that Ambrian will nominate three new members to the
Palladex board of directors and that three members of the Palladex board will
retire on completion of the Transaction.



Highlights of the projects include:



  * Production of platinum concentrate from Yubdo Platinum and Gold
    Development PLC, in Ethiopia.The Yubdo platinum/gold ore body is located in
    the Yubdo mafic-ultramafic complex, which is located in the Welega Region,
    of western Ethiopia. Trial mining and processing equipment has been ordered,
    which is expected to raise output to the 1,000 ounces per annum, while the
    design of a large scale operation is researched and completed.



The occurrence of placer and alluvial platinum and gold has been known since
ancient times. An estimated 85,000 ounces of platinum were extracted from the
area between 1929 and 1941 through simple water washing surface workings. Large
areas on the licences remain to be evaluated. The deposit is open on strike and
width. The potential beneath the 10-15m highly weathered surface layer has not
been investigated, although quartz stock work has been observed in the bottom of
some of the exploration pits.



  * Advanced stage gold exploration project at Tulu Kapi in Ethiopia.  Gold
    was mined, via an open cut mine and adits, in the 1930's. The UNDP, in the
    1970's, and Tan Range Exploration, in the late 1990's, conducted systematic
    geological mapping, geochemical prospecting, trenching and geophysical
    investigations, and drilled some diamond drill holes. These programmes
    indicated a zone of gold anomalies, 100-400m wide and about 1.3km long and
    gold mineralisation in the trenches, while the drilling intersected
    significant gold and silver mineralisation, with sulphides (mainly pyrite)
    associated with hydrothermal alteration within syenite. GPMC has carried out
    detailed additional mapping, soil geochemistry, structural analysis and is
    completing an eight hole diamond drilling programme, of which four have been
    completed. A major sigmoidal structure has been identified over 1km with an
    apparent width of 150-200m, which contains two wide series of quartz veins.
    The first four holes of the programme intersected mineralised sections, with
    carbonate and quartz veinlets, associated with bands of, and disseminated,
    sulphides, mainly pyrite. Patches of sulphide mineralisation were observed
    in the core between the intersections. Assaying is underway in the SGS
    Laboratory, South Africa.



  * Drill target assessment on Lake Sonfon Gold and Diamond exploration
    project, Sierra Leone. The Company is participating in a joint venture with
    Golden Star Resources Inc (TSX: GSC, "Golden Star") and Mano River Resources
    Inc (AIM: MANA; TSX: MNO, "Mano"), on two contiguous exploration licences
    around Lake Sonfon in the Sula Mountains green stone belt in northern Sierra
    Leone. Golden Star is earning a 51% interest by focusing on the gold aspect
    of the venture whilst Mano will concentrate on the diamond potential of the
    properties. Work on the licences initially defined a 3km long by 0.3km wide
    gold anomaly and identified drill targets within a high grade gold-bearing
    stock work vein system beneath the anomaly, with a best trench intersection
    of 7.3m @ 7.4g/t. Mano, which holds 50% of the diamond aspect of the
    venture, has announced that reconnaissance work has confirmed the presence
    of commercial sized diamonds and kimberlite indicator minerals on the joint
    venture licence package. Five macro diamonds, weighing a total of 0.841
    carats, were recovered from an initial single stream sample.



As part of the due process, under the Sierra Leone Mines and Mineral Decree,
GPMC (through a subsidiary) has applied to extend the period of the licence for
Lake Sonfon. GPMC is currently engaged in this process and expects to complete
this administrative process in due course.



  * Exploration activities underway on Madagascan gold project. GPMC holds
    87.5% of a gold prospect consisting of three contiguous exploration
    licences, 243.7 sq. km., on the east coast of Madagascar. Numerous small old
    workings and mines, for gold and silver, occur on the licence area, while
    there are also copper showings in the area. Soil geochemical sampling and
    surface geology mapping exercises are progressing.





Nathan Steinberg, Finance Director, commented, "We welcome the merger with
Palladex and look forward to a successful, progressive and enduring vehicle.
Palladex is an excellent choice of partner as it has exploration, drilling and
associated equipment, cash and technical services assets as well as the
prerequisite quality management.  The aim of the merger is to enable Ambrian
Capital to monetise its mining and exploration assets and provide capital to
further develop them.  We also believe the deal will establish a portfolio of
assets with the potential for economic development, thus enhancing shareholder
value."




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