Acquisition

RNS Number:2492X
Resmex plc
20 January 2006

20 January 2006

This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.

                                   Resmex plc
                          ("Resmex" or the "Company")

             Proposed acquisition of Xtract Oil Limited ("Xtract")

                          Admission to trading on AIM

Introduction
The Company announces that it has made an offer to acquire the whole of the
issued share capital of Xtract that it does not already own and that the Offer
has been accepted by the Vendors. The consideration payable under the Offer
amounts in aggregate to approximately #3.5 million comprising #2.7 million in
Shares (based on the closing price of the Shares of 4.625p per Share at 19
January 2006) and #0.8 million in cash. The Consideration Shares will represent
approximately 20.1% of the Enlarged Share Capital.

The Acquisition constitutes a reverse takeover of the Company under the AIM
Rules and therefore requires approval of Shareholders at the Extraordinary
General Meeting.

Information on Xtract
Xtract is investigating and developing a technology for the processing of oil
shale. It is intended that the Xtract Technology will produce
refinery-acceptable crude oil from the kerogen contained in the oil shale. The
Xtract Technology is a method of processing oil shale in the presence of
hydrogen and solvents, known as supercritical solvent hydrogenation. Validation
of the experimental work and development of a commercial process would result in
intellectual property which may be licensed for use with oil shale deposits
throughout the world. There is a substantial shortfall in oil production in
Australia leading to increasing imports of oil; if successful and commercially
viable, Xtract's proposed processes will enable an additional supply of crude
oil for the Australian market.

Xtract, in conjunction with external consultants, has designed and intends to
operate an experimental programme to carry out extractions using representative
oil shale samples and assess the key risks inherent in the process.

Xtract's intellectual property and licensing strategy
The primary objectives of Xtract is to develop a technology for the extraction
of oil from kerogen in oil shale which is capable of protection and licensing.
The intellectual property developed through this work will be owned by Xtract
and protected for future commercial licensing, on a world-wide basis.

Julia Creek exploration rights
It was announced on 19 October 2005 that under the Tenement Assignment, Resmex
had agreed to acquire Oil Shale Rights from Intermin. The Resmex Tenements
comprise 11 mining tenement areas in the Toolebuc area of Queensland; the
majority of the tenements are grouped together in the vicinity of Julia Creek.

Access to oil shale is required for Xtract to bench test and commercially
develop Xtract Technology. The Resmex Tenements are expected to ensure the
availability of an initial resource for the commercial development of the Xtract
Technology. It is intended that access will be sought to other deposits beyond
Julia Creek the programme has commenced.

The exploration rights assigned by Intermin to Resmex excluded an area over
which Xtract has a farm-in option (the "Exclusion Zone"); as a result of the
Acquisition, the option will not be exercised and the Exclusion Zone will, under
the terms of the Tenement Assignment, be incorporated into the Resmex Tenements.
Geological reports on the Resmex Tenements and on the Exclusion Zone will be set
out in the Admission document which will be sent to Shareholders.

In the year ended 30 June 2005 Xtract made an operating loss of A$13,000 on
total income of A$24,000; net assets at 30 June 2005 were A$190,000.

Information on Resmex
Resmex was established in 2004 and its shares were admitted to trading on AIM at
the end of March 2005 after an initial placing to raise #0.8 million (before
expenses). Resmex's purpose at the time of admission was stated to be the making
of investments in the mining and minerals sector. Pursuant to this objective,
Resmex's initial investment was the acquisition of Sermines de Mexico S.A. de
C.V. which owns mineral exploration and development rights in three concessions
in the California-Sonora Gold Belt in Mexico. The concessions include historic
gold mines which have not been the subject of modern exploration.

In October 2005, Resmex raised an additional #2.0 million and announced that it
had agreed to acquire the Resmex Tenements from Intermin for a consideration
comprising A$50,000 and 30 million new Shares (application has been made for the
30 million new Shares to be admitted to AIM and this is expected to become
effective on 31 January 2006). The Company announced at the same time that it
had agreed to pay A$1.0 million (#0.4 million) to acquire 21.6% of Xtract's
issued ordinary shares and that, pursuant to underwriting arrangements, it would
invest up to a further A$2.3 million (#1.0 million) increasing its holding to a
maximum of 34.3% of Xtract's issued ordinary shares. Resmex and Xtract
subsequently agreed the terms of the Offer, pursuant to which Xtract would
become a wholly-owned subsidiary of Resmex.

If the Acquisition is completed, the primary focus of the Company will initially
be the development of the Xtract Technology through Xtract.

Following the issue of the Shares to Intermin referred to above and of the
Shares to be issued pursuant to the Acquisition, Resmex will have 286,559,800
Shares in issue. In addition the Company has in issue warrants to subscribe for
134,088,500 new Shares at a price of 1p per Share and 3,000,000 new Shares at a
price of 1.5p per Share.

Board
The Board comprises:

Robert J. Annells CPA, ASIA, aged 65, Non-executive Chairman
Robert Annells is a qualified accountant and was a member of the Australian
Stock Exchange. His experience includes extensive provision of corporate
investment advice to the business and resource industries. Mr Annells is
chairman of the emerging Australian petroleum and mineral resource companies
Lakes Oil N.L. and Minotaur Exploration Ltd and a director of Gippsland Offshore
Petroleum Limited; these companies are quoted on the Australian Stock Exchange.

Carl E. Layden ABSM Ap. Geology, MAusIMM, MGSA, aged 60, Executive Director
Carl Layden is a graduate of the Bendigo School of Mines (1966) and has a broad
experience spanning 40 years in geological and geophysical exploration and
project evaluation and development of gold, base metal and industrial mineral
deposits. Mr Layden is the principal of Qualrex Pty Ltd, a mineral and energy
resources consulting practice providing expertise to the exploration and mining
industries in Australia, Indonesia, southern Africa, China, Mongolia, the
Pacific Rim and South America. Mr Layden was previously a director and secretary
of Molopo Australia Limited, a mineral resource investment company, the
Exploration Manager of Paringa Mining and Exploration Company plc, and the
Principal Geologist for Minops Pty Ltd, which was the mineral exploration
operator for The Moonie Oil Company Limited. More recently Mr Layden was
Managing Director of Gawler Gold and Mineral Exploration N.L., which invested in
gold exploration in Australia and Mexico.

Susan Wickerson, aged 57, Executive Director
Susan Wickerson spent 15 years with a medium size accounting practice, setting
up and running both a new registrars division and a management services company.
For the last 17 years Miss Wickerson has been running her own successful company
which provides accounting and taxation services, company secretarial and
financial management services to a wide range of clients, both corporate and
private. Miss Wickerson acts as a finance director of various unquoted
companies.

Xtract management
Following the Acquisition, the Directors will be appointed as directors of
Xtract. John Shirley will remain as Xtract's Managing Director. The other
directors of Xtract will resign on completion of the Acquisition. A brief
biography of Dr Shirley is set out below:

John Shirley BSc (Hons), PhD aged 67, Xtract Managing Director
John Shirley has over forty years experience in the resources sector. His
experience includes both hard and soft rock exploration in Australia and
overseas. Dr Shirley joined CRA Limited in 1981 where he was involved in the
re-establishment and management of its petroleum exploration program and was
involved in major corporate development activities where he was responsible for
management and development of large capital projects. The corporate activities
in CRA Limited spanned a wide range of mineral products, evaluation of new
projects and feasibility studies as well as project management and evaluation.
Projects included evaluation of oil shale and the development of new
technologies for the production of oil and gas from very tight self-sourcing
shale. Dr Shirley is now a consultant working in the resources and research
sectors. He conducts commercial and contract negotiations with Australian and
international parties for a range of clients including listed and private
companies as well as due diligence activities with a range of financial
institutions and corporations. He was also a director of South Australia
Geothermal Energy Pty Ltd which with Beach Petroleum NL was involved in the
early development of geothermal energy resources in Australia.

The early stages of the development of the Xtract Technology will be largely
technically driven subject to a commercial template. It is envisaged that this
will be managed by Xtract's Managing Director, together with consultants,
without the need for, or associated cost of, a senior management team.

Terms of the Acquisition
Resmex has offered to acquire all the issued ordinary shares in Xtract it does
not already own on the basis of 5 Shares for every 2 Xtract shares with a
partial cash alternative of A$0.20 in relation to 50% of the Xtract Shares.

The Vendors have accepted the Offer in relation to all the Xtract Shares. The
consideration payable under the Offer amounts in aggregate to approximately #3.5
million comprising #2.7 million in Shares (based on the closing price of the
Shares of 4.625p per Share at 19 January 2006) and #0.8 million in cash.

The Offer remains conditional on the approval by Shareholders at the EGM and
Admission becoming effective.

Extraordinary General Meeting
A notice convening an Extraordinary General Meeting of the Company, which is to
be held at 10 a.m. on 7 February 2006 at the offices of Smith & Williamson
Corporate Finance Limited, 25 Moorgate, London EC2R 6AY will be sent to
Shareholders together with an AIM admission document. The resolution to be
proposed at the EGM, which will be proposed as an ordinary resolution, will be
to approve the Acquisition for the purposes of Rule 14 of the AIM Rules.

Dealings and trading
Application will be made by the Company for the Enlarged Share Capital to be
admitted to AIM to be effective following the Acquisition becoming or being
declared unconditional in all respects, other than in respect of Admission. It
is expected that Admission will take place and trading in such Shares to
commence on the first dealing day following that on which the Acquisition
becomes or is declared unconditional in all respects, other than in respect of
Admission. The Consideration Shares will not be available to the public in
conjunction with the application and will only be issued in respect of valid
acceptances of the Offer.

General
The AIM admission document containing details of the Acquisition will be sent to
Shareholders as soon as is practicable and will be available at the offices of
Smith & Williamson Corporate Finance Limited, 25 Moorgate, London EC2R 6AY.

Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting exclusively
for Resmex and no one else in connection with the Admission and the matters
described herein and will not be responsible to anyone other than Resmex for
providing the protections afforded to its customers or for giving advice in
relation to the Admission or any other matter referred to herein.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.

Enquiries

Resmex
Sue Wickerson 020 8466 0406

Smith & Williamson Corporate Finance
Azhic Basirov 020 7131 4000
David Jones 020 7131 4000



Definitions

In this announcement, unless the context requires otherwise, the following
expressions shall have the following meanings:

"A$"            Australian dollar
"Acquisition"   the proposed acquisition by the Company of the shares of Xtract
                pursuant to the Acquisition Agreement
"Acquisition    the Share Purchase Offer Deed dated 29 November 2005 between the
Agreement"      Company and Xtract
"Admission"     the admission of the Enlarged Share Capital to trading on AIM
                becoming effective in accordance with the AIM Rules
"AIM"           the AIM market operated by London Stock Exchange
"AIM Rules"     the rules for AIM companies as published by London Stock
                Exchange from time to time
"Board" or      the directors of the Company
"Directors"
"Company" or    Resmex plc, a company incorporated in England and Wales with
"Resmex"        company number 5267047

"Consideration  57,471,250 Shares to be issued and credited as fully paid
Shares"         pursuant to the Acquisition Agreement
"EGM" or        the extraordinary general meeting of the Company to be held on 7
"Extraordinary  February 2006
General
Meeting"
"Enlarged Share the issued ordinary share capital of the Company upon Admission,
Capital"        comprising the existing Shares and the Consideration Shares
"EPM"           exploration permit for minerals issued by the Department of
                Natural Resources and Mines, Queensland Government, Australia
"Exclusion      an area comprising of portions of EPM 14803 and EPM 14806
Zone"
"Intermin"      Intermin Resources Limited, a company incorporated in Australia
                with company number ABN 88007761186
"kerogen"       fossilised organic matter formed during the deposition of
                sediments from which oil can be produced
"London Stock   London Stock Exchange plc
Exchange"
"Offer"         the conditional share purchase offer made by Resmex to Xtract's
                shareholders for all of the shares in Xtract not already owned
                by Resmex
"oil shale"     a fine grained sedimentary rock that contains kerogen
"Oil Shale      all interests in respect of oil shale, natural gas and petroleum
Rights"         products in a tenement
"Resmex         EPMs 14798, 14799, 14800, 14801, 14802, 14803, 14804, 14805,
Tenements"      14806, 14957, and 15066 located in the Julia Creek area of
                northern Queensland, Australia excluding the JV Exclusion Zone
                but including any additional ground that may be acquired by
                Intermin in the Toolebuc geological formation as further defined
                in the Tenement Assignment
"Shareholder(s)"holder(s) of Shares
"Shares"        ordinary shares of 0.1p each in the capital of the Company
"Tenement       the deed of assignment dated 26 September 2005 between Intermin
Assignment"     and Resmex under which Intermin assigns its Oil Shale Rights in
                the Resmex Tenements to Resmex
"UK" or "United the United Kingdom of Great Britain and Northern Ireland
Kingdom"
"Vendors"       the holders of Xtract Shares
"Xtract"        Xtract Oil Limited, a company incorporated in Australia with
                company number ACN 096 739 454
"Xtract         the entire issued share capital of Xtract other than those
Shares"         shares owned by the Company
"Xtract         a method of processing oil shale in the presence of hydrogen and
Technology"     solvents, known as supercritical solvent hydrogenation, under
                development by Xtract, which in principle allows higher recovery
                of kerogen derived "oil" from oil shale

An exchange rate of A$2.3/#1 has been used throughout this announcement.




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

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