Scheme of arrangement

RNS Number:6230O
El Oro Mining&Exploration Co PLC
13 August 2003



 RECOMMENDED MERGER OF EL ORO MINING AND EXPLORATION COMPANY P.L.C. ("EL ORO")
  WITH THE EXPLORATION COMPANY P.L.C. ("EXPLORATION") BY MEANS OF A SCHEME OF
                           ARRANGEMENT (THE "SCHEME")



                      CALCULATION OF SCHEME EXCHANGE RATIO



Further to the announcements on 31st July, 2003 that all the resolutions
proposed at the Shareholder Meetings of Exploration and El Oro had been passed,
Exploration and El Oro are now pleased to announce the calculation of the Scheme
Exchange Ratio.



For the purposes of calculating the Scheme Exchange Ratio, the Exploration
Formula Asset Value is #44.6 million (369.7 pence per existing issued
Exploration Stock Unit) and the El Oro Formula Asset Value is #41.8 million
(926.7 pence per existing issued El Oro Share). Accordingly, subject to the
sanctioning of the Scheme by the Court, a Scheme Shareholder will receive:



   for each El Oro Share                   2.507 New Exploration Stock Units



and so in proportion for any greater number of El Oro Shares, except that
fractions of New Exploration Stock Units will not be issued to Scheme
Shareholders. The New Exploration Stock Units representing the aggregate of
these fractional entitlements will be sold in the market and the net cash
proceeds will be distributed pro rata to Scheme Shareholders entitled thereto,
except that individual entitlements of less than #3.00 will be retained for the
benefit of Exploration.



Subject to the sanctioning of the Scheme by the Court, 5,671,626 New Exploration
Stock Units will be issued, representing approximately 47.5 per cent. of the
enlarged issued share capital of Exploration, upon the Scheme and the
Exploration Capital Reduction becoming effective.



The Court hearing of El Oro's petition to sanction the Scheme and the Court
hearing of Exploration's petition to sanction the Exploration Capital Reduction
will take place on 3rd September, 2003. Subject to the Scheme and the
Exploration Capital reduction receiving the sanction of the Court at that time,
the effective date of the Scheme and the Exploration Capital Reduction is
expected to be 5th September, 2003. Dealings in the New Exploration Stock Units
are expected to commence on 5th September, 2003.



The terms Scheme Exchange Ratio, Formula Asset Value, Exploration Stock Unit,
Scheme Shareholder, El Oro Share, New Exploration Stock Unit and Exploration
Capital Reduction have the meanings given to them in El Oro's circular to
shareholders dated 4th July, 2003.



Enquiries

Exploration                         0207 581 2782
Robin Parish

El Oro                              0207 581 2782
David Hunting


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

SOAILFILTTIVLIV