Agreement with Palladex

RNS Number:5641M
Ambrian Capital PLC
23 November 2006


23rd November 2006


                              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."


For further information, please contact:


Nathan Steinberg                                   Terry Ward
Finance Director                                   Director
Ambrian Capital plc                                Ethiopian Resources Limited
Tel: [phone]                            Tel: [phone]
Email: [e-mail]                            Email: [e-mail]

Roger Clegg                                        Cathy Malins / Annabel Leather
Vice President Corporate Finance                   PR Advisers
Ambrian Partners Limited                           Parkgreen Communications
Tel: [phone]                           Tel: [phone]
Email: [e-mail]                     Email: [e-mail]



                                    Addendum

Golden Prospect Mining Company Limited (Bermuda) ('GPMC' or the 'Company') holds
the following mining and exploration assets:

  * a 51% interest and management of a platinum and gold mining operation and
    100% of several exploration licences for gold and platinum in Ethiopia;

  * an 87.5% interest in a gold project in Madagascar; and .

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


Ethiopia

The geological potential of Ethiopia's greenstone belts is well known. However,
it is only in the last few years that the political and legislative framework
has become attractive enough to deliver this potential. As such, GPMC has
targeted this country as one of its priorities in developing mining projects and
is in the vanguard of the growing interest in exploration and mining activities
in the country.

Currently, GPMC holds mining and exploration licences in the Yubdo area, Welega
Region, of western Ethiopia, some 550 kms west of the capital Addis Ababa.


Yubdo Platinum Mine

In late 2004, GPMC acquired a 51% managing interest in the Yubdo Platinum and
Gold Development Private Limited Company (YPGDC), which operates a small scale
platinum mine. Ato Benti Tasissa, who held three small scale mining licences at
Yubdo, holds 47% of the company and Dr. Kebede Hailu holds 2%. The licences were
transferred to the YPGDC in May 2005. In return for this interest, GPMC was
committed to spend #400,000, up to April 2008, to develop and expand the
operations, improve the assessment of the resources and upgrade the simple
processing plant.

The Yubdo platinum/gold ore body is located in the Yubdo mafic-ultramafic
complex, which is 9km long, 4-5km wide and strikes in a NNE-SSW direction. The
Yubdo/Daleti/Tulu Dimtu ultramafic belt is considered a part of an ophahiolite
sequence in the metamorphic rocks of the Arabian-Nubian Shield. The occurrence
of placer and elluvial platinum and gold mineralisation has been known since
ancient times.

The three mining licences held by the YPGDC cover an area of 27.3 sq. km. and
include the sites of previous mining activities, carried out by various British,
Italian and Ethiopian groups in the period 1926 to 1941. An estimated 85,000
ounces of platinum were extracted from the area in this period, through simple
water washing surface workings. The licences cover approximately 80% of the
presently known surface expression of the deposit.

The upper section of the ore body consists of clays, rubble and fine highly
weathered material, at a depth of 6 to 15 metres, which extends over a surface
area of approximately 5km by 1.5 km, containing gravity recoverable platinum and
gold. GPMC believes that the deposit is weathered in situ, therefore it is
likely that it extends at depth.

Eight boreholes have indicated that the oxidised layer extends down to a depth
of 40 metres and the presence of disseminated platinum group elements.
Unfortunately, no records exist of any assays being undertaken on the borehole
samples.

The mining and processing operations at present are small scale, using a washing
trommel and a gravity sluicing system to recover a platinum and gold
concentrate. GBM Minerals Engineering Consultants Limited assisted with an
upgrade of the very basic processing operations. As part of its capital
commitment, GMPC has ordered mining equipment, mobile equipment, pumps and
processing equipment, which is expected to raise output to the 1,000 ounce level
in the interim. A pilot gravity recovery plant, which consists of a high
intensity washing unit, multi-stage trammel, Knelson concentrator and Gemini
table, at a cost of US$200,000, is under construction in South Africa.

This equipment will allow the project to become self sufficient from a cash flow
perspective sustaining the cost of the further resource definition, the
exploration activities and metallurgical test work in advance of the expansion
of operations to a large scale low grade open pit operation.  The company
intends to initiate a drilling programme later this operational year to further
investigate the structure and grade of the underlying formation.

The most definitive resource potential estimations of the oxidised material were
carried out in two mainly separate areas by Nippon Mining, north/central, in
1971 and Russian consultants to the Ethiopian Mineral Resources Development
Corporation (EMRDC), southern, between 1973 to 1976 (Nippon Mining Co 1972 and
EMRDC 1984 Reports in the Department of Mines).

Nippon Mining estimated a resource of 388,000 ounces of platinum (35.9mt (27
million cubic metres) at a grade of 0.336g/t Pt), in approximately one third of
the deposit, through whole rock sampling and conventional assays.

EMRDC estimated resources, under the Russian P1 & P2 classification, of 70,000
ounces of platinum (22.4 million cubic metres at a grade of 0.11 g/cum Pt), in
another third of the deposit. However, the EMRDC admitted that their procedures
resulted in very poor repeatability and it was concluded that platinum recovery
by these methods was very low, due to the presence of very fine particles which
are not amenable to recovery by panning. Channel samples from the face of the
main pit showed an average grade of 0.32 g/cu metre platinum.

GPMC completed the first stage of the resource evaluation exercise, comprising
30 pits dug to the depth of the surface layer, in early 2006. The sampling
programme was undertaken on a 60m by 60m grid, in the EMRDC estimation area,
incorporating whole rock sampling and conventional assay. It indicated an
average grade of 0.55g/t, which is a greater than 7 times increase over the
original estimation. Grades of up to 1.8g/t of platinum were indicated in
several sections.

This result, if applicable over all the EMRDC area, would indicate a preliminary
potential of around 900,000 ounces of platinum for the areas covered by the
Nippon Mining and EMRDC sampling programmes.

The deposit is open on strike and width, plus the potential beneath the surface
layer has not been investigated, although quartz stock work was observed in the
bottom of some of the exploration pits.


Exploration Properties

The exploration properties (100% GPMC) are:

Yubdo Exploration Licence                      535.6 sq km
Tulu Kapi Exploration Licence                   20.0 sq km
Yubdo Extension Prospecting Licence            100.4 sq km
Tulu Dimtu Exploration Licence                 137.0 sq km
Tulu Dimtu Extension Prospecting Licence       241.0 sq km


Initial reconnaissance exploration activities have been completed on the Yubdo,
Yubdo Extension, Tulu Dimtu and Tulu Dimtu Extension Licences. ACA Howe (UK) has
reviewed the results and has given input into the formation of the next stage of
the exploration programmes. A diamond drilling programme has been completed
recently on a gold anomaly at Tulu Kapi, which lies approximately 20km north
east of Yubdo.

The Yubdo and Tulu Dimtu, 65km north east of Yubdo, Extension Prospecting
Licences were acquired in 2005 to cover extensions of gold and platinum and gold
mineralisation occurrences recognised on the boundaries of the Yubdo and Tulu
Dimtu Licences

Recent exploration and initial resource sampling on extensions of the Yubdo ore
body on the Yubdo Exploration Licence show clays, rubble and fine highly
weathered material, with profile thicknesses and the presence of platinum and
gold similar to the main body.

Three areas, Gudgi/Keley, Kumto and Guliso, in the north of the licence show
gold mineralisation in several places. These areas are close to the Tulu Kapi
Licence area.

Gudji is located 3km NW of Tulu Kapi. A soil anomaly, 1.2km long and 200m wide,
with values up to 200ppb Au, covering a series of quartz veins in ferruginised
schists, has been delineated by GMPC. Rock chip samples showed grades of up to 
7 g/t Au. The UN Mineral Survey obtained a grade of 2.5 g/t Au over 15 metres in
a drill hole in the 1970's.

Kumto is situated south of Gudgi and close to the western border of the Tulu
Kapi Licence. A 1km by 1km soil anomaly, with values up to 400ppb Au, covers
several quartz veins, (widths up to 20 metres). Rock chip samples showed grades
of up to 7.7 g/t Au. The UNDP obtained a grade of 2.07g/t Au over 13m, of
massive sulphides with copper, in 1971.

A 3km exposure of quartz veins south of Guliso, 10km NW of Tulu Kapi, was mined
during the 1920's to 1930's by an Italian group.

The UNDP, in the late 1960s, conducted systematic geological mapping,
geochemical prospecting, trenching and geophysical investigation, with three
diamond drill holes at Tulu Kapi, (UNDP Report 1971). These programmes indicated
several surface gold anomalies and gold mineralisation in the trenches, while
the drilling intersected significant gold and silver mineralisation, with
sulphides (mainly pyrite) associated with hydrothermal alteration within alkali
syenite.

Tan Range Exploration also carried out mapping, soil geochemistry, trenching,
geotechnical and diamond drilling activities in the area in the late 1990's. A
zone of gold anomalies, 50 to 400 metres wide and about 1.3 km long, was
identified and visible gold was found in quartz floats in a 50 metre long
trench.


Reported anomalous results from the drilling are as follows:


     TKDD 1                      3.0m @    2.2 g/t Au        Depth  45  to 48m
                                 1.0m @    2.9 g/t Au        Depth  50  to 51m
                                 2.0m @    3.3 g/t Au        Depth  63  to 65m

     TKDD 2                      4.0m @    2.5 g/t Au        Depth   4  to  8m
                                (2.0m @    4.8 g/t Au        Depth   6  to  8m)
                             Fine grain gold identified in section 19.6 to 20m
                                   2m @    4.4 g/t Au        Depth   21 to 23m
                                   1m @    5.0 g/t Au        Depth   25 to 26m
     TKDD 3                       13m @    1.0 g/t Au        Depth    5 to 18m
                                  (1m @    3.5 g/t Au        Depth   12 to 13m)
                                  (1m @    7.1 g/t Au        Depth   15 to 16m)
                                         (Repeat assay gave 137 g/t)

     TKDD 4                        5m @    1.4 g/t Au        Depth   48 to 53m
                                (1.3m @    3.0 g/t Au        Depth   48.7 to 50m)
                                 0.7m @   12.5 g/t Au        Depth  103.7 to 104.4m

     TKDD 5                        1m @    7.7 g/t Au        Depth   22  to 23m
                                 2.4m @    3.1 g/t Au        Depth   34 to 37.6m

(With additional structural analysis undertaken recently, GPMC believes that the
Tan Range holes were not orientated in the most advantageous direction and some
holes were drilled down dip, thus not intersecting the mineralised structures).

Tan Range commented in an internal report that silicification of the syenite was
observed commonly in all the holes drilled in the gold soil anomaly area, with
development of secondary quartz along the fractures. The alteration was related
closely with sulphide mineralisation, mainly pyrite.

It also commented, after the conclusion of its work on the Tulu Kapi Licence,
that the first phase of drilling has intersected a mineralised stock work within
an intrusive syenite and that, due to the nature of the mineralisation, Tulu
Kapi represents a potential large open pittable target.

GPMC has carried out detailed additional mapping, soil geochemistry, structural
analysis and is completing an eight hole diamond drilling programme. A major
sigmoidal structure has been identified over 1 km with an apparent width of 150
to 200 metres, which contains two wide series of quartz veins.

The drill programme is designed to examine the first flexure in the southern
section of the sigmoidal structure. 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.

The Yubdo Extension Prospecting Licence was taken up to cover the extensions of
the gold bearing structures in the Gudgi and Guliso areas. Initial work to date
has been geological mapping and soil geochemistry sampling.

The Tulu Dimtu and Tulu Dimtu Extension Licences cover three ultra-mafic
intrusions which lie on the extensive Ultra-mafic belt in western Ethiopia.

Initial geological mapping, wide spaced geochemical soil sampling, stream
sampling and topography programmes have been carried out to date. The presence
of fine grained platinum and gold has been detected in several streams.


Sierra Leone

GPMC is currently involved in two exploration projects in Sierra Leone:

-   Lake Sonfon - joint ventured with Mano River Resources Inc and Golden Star
    Resources Ltd; and

-   York Platinum - joint ventured with  Jubilee Platinum plc:

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 licenses for
both the Lake Sonfon and York Platinum projects. GPMC is currently engaged in
this process and expects to complete this administrative process in due course


Lake Sonfon

The Lake Sonfon exploration area is located on the northern end of the Archean
Greenstone belt of the Sula Mountains, North West Province, an established and
extensive gold province. Mano River Resources Inc. holds the contiguous property
situated on the eastern and southern boundaries of GPMC's  subsidiary property.

The Company entered into a 50/50 Joint Venture Agreement with Mano River
Resources Inc. on the two properties, with Mano River as the operator exploring
for diamonds. The two companies subsequently entered into a joint venture with
Golden Star Resources Ltd. ("Golden Star"), a Toronto Stock Exchange listed
company, whereby Golden Star could earn a 51% interest in the two properties
exploring for gold and be the operator.

The two contiguous properties have a total area of 256 square kilometres. The
Sonfon district is one of Sierra Leone's richest and most prolific historic gold
fields. Work on the Sonfon Licences, by Golden Prospect and Mano, 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.

Further work by Golden Star has shown significant regolith anomalies (>160 ppb
Au, with high values up to 9,963 ppb Au) occurring in a parallel structure, in
close proximity to the first structure, which extends over a 10km strike length.
The majority of the regolith in this area is considered to have formed in situ
and it is expected that bedrock mineralisation may incur in close proximity to
the surficial gold anomalies. This is further supported by the strongly
anomalous rock-chip samples (three samples contained 2.25, 2.67 and 7.05 g/t
Au), which have been taken in close proximity to the gold-in-soil anomalies.

Mano River announced in June 2004 that reconnaissance work has confirmed the
presence of 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. All of the diamonds were
recovered in the coarse size fraction, with two being over 4mm in size. One
diamond is classified as a clear white octahedral gemstone weighing 0.315
carats. Two other diamonds are also classified as white stones and a further two
are described as brown in colour. The brown stones are characterised by internal
cleavages and inclusions, which imply that they might not have been subjected to
significant transport.

A reconnaissance stream sampling programme of some 58 samples was undertaken.
Three samples yielded kimberlitic chrome spinels and a further three yielded
kimberlitic ilmenite. The spinels were submitted for microprobe analysis, the
results of which indicate that they have compositions that plot within the World
Diamond Inclusion Field (as defined by Fipke et. Al. 1995). The recovery of
these indicator minerals suggest that kimberlites may be present within the
licences and, furthermore, the chemistry of the chrome spinels, coupled with the
proximity of the five macro diamonds, implies that any kimberlites are likely to
be diamond bearing.


York Platinum

GMPC's subsidiary has a 105.3 square kilometre platinum exploration property
located around the village of York, some 37 kilometres south of Freetown, on the
Freetown Peninsula in the Western Area of Sierra Leone.

GPMC entered into a Joint Venture Agreement with Jubilee Platinum plc, an AIM
listed company, with GPMC having 50% and Jubilee Platinum 50% and operator
basis. GPMC elected to fund the next stage of exploration, which increased its
share to 80%, with Jubilee Platinum remaining as operator.

The property covers the central section of the Freetown Layered Gabbro Complex,
an area with a history of artisinal platinum production. The Complex is a
layered sequence of gabbroic and troctolite rocks with some of the cyclical
units having anomalous platinum, palladium, chromium, vanadium, nickel and
copper mineralisation. Previous exploration, carried out by Golden Prospect and
others, in the 1990s, showed values of up to 0.57 g/t platinum, with one repeat
assay up to 0.84 g/t, and palladium values up to 0.12 g/t in weathered bedrock.
GPMC's work traced this mineralisation over a strike length of 5.2km and noted
that the mineralisation occurred commonly, but not always, in more resistant
cyclical units of pyroxene troctolites, which outcrop at surface in the form of
raised ridges.

Polished sections of rocks studied previously have shown sulphide
mineralisation, especially chalcopyrite, phyrrhotite and minor pentlandite, with
associated ilmenite and magnetite. The primary platinum mineral is generally
cooperite, a mineral found commonly in the Merensky platinum bearing reefs of
the Bushveld Complex in South Africa.

The joint venture has completed phase one of a geological reconnaissance
programme on the property. Overall, the results indicate a 3.2km extension of
the previously identified 2m wide platinum/palladium mineralised reef like
horizon, from 5.2km to 8.5km in length along strike, and have discovered a
parallel reef horizon of mineralisation 1.2km in length along strike.

The programme comprised geological reconnaissance, ground magnetometry
traversing and soil sampling, trenching/pitting and stream sediment sampling,
with the primary objective of extending the strike length of a known mineralised
platinum bearing reef like horizon.


Significant results were:

*        Raised ridges associated with the previously identified mineralisation
         can be traced over a strike length of 8.5km; and

*        A new trench yielded up to 0.44 g/t Platinum in highly weathered,
         laterised rock, while soils showed anomalous values up to 0.35 g/t 
         Platinum; and

*        A second parallel belt of mineralisation, 2km to the east of the main
         belt around Monomo, has been discovered and traced over a strike length
         of 1.2km and remains open ended.


Madagascar

GPMC holds an 87.5% interest in Madagascar Gold and Stones SARL ("MGS") which
holds three contiguous gold exploration licences over  243.7 sq. km., on the
east coast of Madagascar. Larchwood Minerals Sarl holds 12.5 %.

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. Future
programmes will be structured around the results of the present activities.


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

AGRAKBKNFBDDADB