AR. Archipelago Res

RNS Number:7510V
Ocean Resources Capital HoldingsPLC
24 February 2004

Acquisition of Processing Plant for Archipelago's Toka Tindung Gold Project


The Board of Ocean Resources Capital Holdings plc (the "Company") is pleased to
announce that ithas assisted one of its key investee companies, Archipelago
Resources plc ("Archipelago") to secure the rights to acquire the crushing and
grinding sections of the El Tambo gold processing plant located in Chile.  Plant
dismantling will commence this month with machinery transported to a coastal
port for refurbishment. Following confirmation of project financing the
machinery will be shipped to Indonesia and re-erected at the Company's Toka
Tindung Gold Project in Sulawesi.



Preliminary negotiations are also underway with Barrick Gold Corporations'
Chilean subsidiary Compania Minera El Indio regarding the acquisition of other
sections of the El Tambo gold processing plant.



Arlington Group plc or its subsidiary ("Arlington"), a leading UK provider of
development capital to a range of small to medium sized private and public
businesses, proposes to acquire the plant and undertake the dismantling,
transportation and refurbishment before on-selling to Archipelago's Indonesian
subsidiary.  Arlington has agreed to acquire up to #4 million of mining
equipment to be on-sold to Archipelago.  The consideration Arlington will
receive on on-sale will total up to #5 million. Ocean, which holds 18,200,000
shares in Archipelago (representing 38.5 per cent. of the issued share capital
of the Company), is providing a guarantee to Arlington in respect of
Archipelago's obligations.



In the event of the exercise of the guarantee on Ocean by Arlington, Archipelago
may settle its obligations to Ocean by way of the placement of fully paid shares
in Archipelago to be issued at a price of 90% of market price at the time of
issue or 30 pence per share whichever is the greater.



In consideration for acting as guarantor, Ocean is to receive a fee of #500,000
to be satisfied by the issue of 1,428,571 ordinary shares at a price of 35 pence
per share.  This will bring Ocean's total holding in the Company to 19,628,571
shares, representing 40.3 per cent of the issued sharecapital.  Application has
been made for these shares to be traded on AIM and admission is expected on 26
February 2004.



As Ocean holds more than 10 per cent. of the Company, it is deemed to be a
related party under the AIM Rules.  The directors of Archipelago consider,
having consulted with Grant Thornton, the Company's nominated adviser, that the
terms of the transaction between Archipelago and Ocean are fair and reasonable
insofar as the Company's shareholders are concerned.



TheEl Tambo plant is in very good condition as a result of its climatic
location and previous short operational life.  The crushing and grinding
circuits are particularly well engineered and more than adequate for the scale
of operation proposed for the Toka Tindung Gold Project.  The Company is
confident that it can obtain additional equipment necessary to complete the Toka
Tindung gold processing plant from El Tambo and other sources.



This acquisition of refurbished, high quality, high cost and long lead time
plant and machinery constitutes a substantial saving in cost and time over new
equipment and represents a major commitment and substantial step forward by the
Company towards its objective of development of the Toka Tindung Gold Project
and production next year.



Further Information: David Hutchins/Merfyn Roberts - Executive Directors

Telephone:  020 7332 2070




                      This information is provided by RNS
            The company news service fromthe London Stock Exchange
END

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