Proposed acquisition -8-
30 Juillet 2010 - 7:33PM
UK Regulatory
| Dorian L. | Tournigan Energy Ltd. | Dalradian Gold Limited |
| Nicol | Tournigan Energy USA Inc. | Yukon Nevada Gold Corp. |
| | Ortac Resources Plc | Queenstake Resources USA Inc. |
| | Ludovika Energy s.r.o. | Queenstake Resources Ltd. |
| | Cue Resources Ltd. | Kremnica Gold s.r.o. |
| | | Kremnica Gold Mining s.r.o. |
| | | Tournigan Resources Ukraine |
| | | Castle Exploration Inc |
+-------------+------------------------------+---------------------------------------------------------+
| Vassilios | Ortac Resources Plc | Kryso Resources Plc |
| Carellas | Panafric Ocean & Energy Ltd | Kryso Resources Ltd |
| | VC Resources Ltd | International Mining Supplies & Services Limited |
+-------------+------------------------------+---------------------------------------------------------+
| | | |
+-------------+------------------------------+---------------------------------------------------------+
(a) Anthony Balme was a director of Baynard Securities Ltd, a company which went
into liquidation in 1990. Baynard Securities Ltd was regulated by The Securities
Association ("TSA"), whose functions are now carried out by the Financial
Securities Authority. In his capacity as managing director of Baynard Securities
Ltd, Mr Balme admitted four disciplinary offences under the rules of TSA, and
was fined GBP7,000. Whilst TSA did not consider the rule violations to have
prejudiced investors directly, they expressed criticism of the lack of care and
inadequate compliance procedures which had allowed them to happen.
(b) Mr Balme was a director of Universal Hoists & Cranes Limited, a company
that went into liquidation in 1986. Mr Balme has not been subject of public
criticism with regard to the liquidation.
(c) Anthony Balme was appointed a director of Your Finance Limited on 8 July
2003 representing A.M.C. Limited, a company controlled by Anthony Balme and his
brother, who were the major founders of the business. Your Finance was a
consumer finance venture that appointed joint administrators on 22 December 2006
and was dissolved on 9 August 2007. The Directors estimated in their Statement
of Affairs dated 22 December 2006 a deficiency to creditors of GBP624,403 of
which a majority was owed to A.M.C.
Appendix 2
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+----------------------+-------------------------------------+
| "Acquisition" | the proposed acquisition by the |
| | Company of the entire issued share |
| | capital of Ortac pursuant to the |
| | terms of the Scheme |
+----------------------+-------------------------------------+
| "Admission" | the admission of the Enlarged Share |
| | Capital to trading on AIM becoming |
| | effective in accordance with the |
| | AIM Rules on implementation of the |
| | Scheme in accordance with its terms |
+----------------------+-------------------------------------+
| "AIM" | the AIM market operated by the |
| | London Stock Exchange |
+----------------------+-------------------------------------+
| "AIM Rules" | together the AIM Rules for |
| | Companies, the AIM Rules for |
| | Nominated Advisers and the AIM |
| | Disciplinary Procedures and Appeals |
| | Handbook as published from time to |
| | time |
+----------------------+-------------------------------------+
| "AIM Rules for | the rules and guidance notes for |
| Companies" | companies with a class of |
| | securities admitted to AIM issued |
| | by the London Stock Exchange as in |
| | force at the date of this Document |
+----------------------+-------------------------------------+
| "AIM Rules for | the rules for nominated advisers |
| Nominated Advisers" | issued by the London Stock Exchange |
| | as in force at the date of the |
| | Document |
+----------------------+-------------------------------------+
| "Articles" | the articles of association of the |
| | Company |
+----------------------+-------------------------------------+
| "Beaumont Cornish" | Beaumont Cornish Limited, the |
| | Company's nominated adviser and |
| | broker, who is authorised and |
| | regulated by the FSA |
+----------------------+-------------------------------------+
| "BCA" | the BVI Business Companies Act |
| | 2004, as amended from time to time |
+----------------------+-------------------------------------+
| "Board" or "Board of | the board of directors of the |
| Directors" | Company from time to time |
+----------------------+-------------------------------------+
| "Business Day" | any day other than a Saturday or |
| | Sunday or a public holiday on which |
| | banks are open for business in the |
| | City of London and Vancouver, |
| | British Columbia |
+----------------------+-------------------------------------+
| "BVI" | the British Virgin Islands |
+----------------------+-------------------------------------+
| "C$" or "Cdn$" | the currency unit of Canada |
+----------------------+-------------------------------------+
| "City Code" | the City Code on Takeovers and |
| | Mergers |
+----------------------+-------------------------------------+
| "Combined Code" | the Combined Code on corporate |
| | governance published in June 2006 |
| | by the Financial Reporting Council |
+----------------------+-------------------------------------+
| "Commercial | the operation of the Kremnica Gold |
| Production" | Project or any part thereof as a |
| | mine but does not include milling |
| | for the purpose of testing or |
| | milling by a pilot plant |
+----------------------+-------------------------------------+
| "Company" or | Templar Minerals Limited, a company |
| "Templar" | incorporated and registered in BVI |
| | with company number 1396532 |
+----------------------+-------------------------------------+
| "Companies Act 2006" | Companies Act 2006 of the United |
| | Kingdom |
+----------------------+-------------------------------------+
| "Competent Persons | the report dated 30 July 2010 |
| Report" or "CPR" | prepared by Saint Barbara LLP for |
| | the Company and Beaumont Cornish, a |
| | copy of which is reproduced at Part |
| | III of the Document |
+----------------------+-------------------------------------+
| "Completion Options" | options and warrants over Ordinary |
| | Shares conditionally granted |
| | (subject to the implementation of |
| | the Scheme and Admission) to the |
| | persons set out at paragraph 3.17 |
| | of Part VI of the Document |
+----------------------+-------------------------------------+
| "Conditions" | the conditions to the completion of |
| | the Acquisition being, inter alia, |
| | (i) the GM Resolutions being passed |
| | at the General Meeting, (ii) the |
| | Scheme becoming effective in |
| | accordance with its terms and (iii) |
| | Admission |
+----------------------+-------------------------------------+
| "Connected Person" | so far as could be known from |
| | reasonable investigation, a person |
| | connected with an individual or |
| | company within the meaning of |
| | sections 252 to 255 of the |
| | Companies Act 2006 |
+----------------------+-------------------------------------+
| "Consideration | up to 750,000,000 Ordinary Shares |
| Shares" | to be issued fully paid to the |
| | Scheme Shareholders pursuant to the |
| | Scheme |
+----------------------+-------------------------------------+
| "Court" | High Court of Justice in England |
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