Posting of Admission Document & Notice of AGM

Embargoed: 7:00a.m., 10 June 2013

Zoltav Resources Inc.

("Zoltav" or the "Company")

Notice of Annual General Meeting, Posting of Admission Document, Restoration of Trading on AIM, Proposed Share Consolidation and Conversion of ARA Convertible Loan Note

On 20 March 2013, the Company announced it had entered into a conditional agreement to acquire the entire issued share capital of CenGeo Holdings which, through its wholly owned subsidiary ZAO Siberian Geologicheskaya Kompaniya ("SibGeCo"), holds the Koltogorsky Licence located in the Khantiy-Mansisk Autonomous Okrug of Western Siberia, for a consideration of US$26 million (approximately £16.6 million) to be satisfied by the issue of the Consideration Shares. The Board of Zoltav is pleased to announce that having now published an AIM admission document, it is seeking Shareholder approval to proceed with the Acquisition, the Subscription and re-admission of the Enlarged Group to trading on AIM.

Highlights

·; Transaction will mark the completion of Zoltav's first major oil and gas asset acquisition

·; Koltogor oil field contains Probable reserves of 73,531,000 barrels

·; Conditional agreement with ARA Capital to subscribe for $20 million of new Zoltav shares providing Zoltav with the necessary capital to advance the work programme on Koltogor towards commercial oil production

·; Proposed 20 for 1 Share Consolidation

·; The Company's ordinary shares will be restored to trading on AIM today at 8:00a.m.

The CenGeo Group

CenGeo Holdings Limited, through its wholly-owned subsidiary SibGeCo, holds the Koltogorsky Licence located in the Khantiy-Mansisk Autonomous Okrug, an autonomous region in Western Siberia. The Koltogorsky Licence contains the undeveloped Koltogor oil field. The Koltogorsky Licence came into effect upon its registration by the Russian Agency for Subsoil Use on 21 February 2013, and is valid until 15 February 2033.

Following completion of the Acquisition, the Company intends to acquire up to 500 square kilometres of 3D seismic during the winter season 2013/2014 period in order to better understand the characteristics of the field and to identify optimal locations for appraisal wells. It is envisaged that the initial appraisal drilling programme in 2015/16 will comprise up to four wells.

The Company plans to commence test production by reopening the 141 well during 2014. Zoltav intends to either sell any production from testing (which is not expected to be meaningful) at the well head or truck it to a suitable custody transfer station via roads which allow year-round access.

Subscription

The Company has entered into a conditional agreement with ARA Capital, the Company's largest shareholder, obliging ARA Capital to subscribe for shares in the capital of the Company with an aggregate value of US$20 million (approximately £12.7 million) at a (pre-consolidation) subscription price of 3.5 pence per share and 70.0 pence per share (post consolidation), resulting in the issue of 18,198,362 New Ordinary Shares on completion of the Subscription in full. The proceeds of the Subscription will provide working capital to fund the work programme on the Koltogorsky Production Licence. ARA Capital is a 'related party' as defined by the AIM Rules for Companies. Further, the Subscription is a related party transaction for the purposes of AIM Rule 13. The Directors consider, having consulted with Shore Capital & Corporate Limited ("SCC"), that the terms of the Subscription are fair and reasonable insofar as the Company's Shareholders are concerned.

ARA Convertible Loan Note ("ARA CLN")

The Company had previously drawn down a total of £500,000 pursuant to the ARA CLN in two separate tranches. ARA Capital served a conversion notice on the Company within the prescribed timeframe requesting that the full amount drawn down plus accrued interest on the principal be converted into Existing Ordinary Shares at the conversion price of £0.023 on 7 June 2013. Accordingly, 21,846,635 Existing Ordinary Shares were authorised to be issued to ARA Capital on 7 June 2013 and application has been made for those shares to be admitted to trading on AIM -today.

Following admission of the 21,846,635 Existing Ordinary Shares, the Company's issued ordinary share capital will consist of 397,090,979 Ordinary Shares (pre consolidation).

Share Consolidation

The Company's ordinary shares currently have a nominal value of US$0.01 each (1 US cent) ("Existing Ordinary Shares"). When trading in the Existing Ordinary Shares was suspended on 20 March 2013, the price of the Existing Ordinary Shares was 4.6 pence. A reorganisation of the Company's share capital is proposed whereby each holding of 20 Existing Ordinary Shares, whether issued or unissued, will be consolidated into one new ordinary share with a nominal value of US$0.20 ("New Ordinary Shares").

Annual General Meeting

In view of its size, the Acquisition will constitute a reverse takeover under the AIM Rules and will be conditional, together with the other Proposals, on the approval of Shareholders.

Irrevocable undertakings to vote in favour of the Resolutions have been obtained from certain existing Shareholders and Directors in respect of their respective beneficial shareholdings amounting to in aggregate 203,842,141 Existing Ordinary Shares representing 51.3 per cent. of the Company's share capital (pre consolidation).

The Proposals are conditional, inter alia, on the passing of the Resolutions and on Admission. It is expected that Admission will become effective and dealings in the Company's enlarged share capital will commence on AIM on 4 July 2013.

An admission document giving details of the proposals and incorporating a notice convening the Annual General Meeting will be posted to Shareholders today and will be available on the Company's website www.zoltav.com with effect from 7:00a.m .today.

Consequently, the Company's ordinary shares will be restored to trading on AIM today at 8:00a.m.

The Annual General Meeting will be held at at Ogier House, The Esplanade, St Helier, JE4 9WG, Jersey at 2.00 p.m. on 3 July 2013

Commenting on the proposed acquisition Symon Drake-Brockman, Executive Chairman, said:

"Approval of the acquisition of CenGeo Holdings, together with the financial support of our largest shareholder ARA Capital, will mark an important first step towards Zoltav's strategy to become a significant oil and gas exploration and production company through the acquisition of a portfolio of oil and gas properties."

Expected timetable of principal events:

Note: the above dates could change and the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Admission Document.

Enquiries:

Proposed Acquisition of CenGeo Holdings Limited

Proposed Share Consolidation

Subscription of 18,198,362 New Ordinary Shares at 70 pence per New Ordinary Share

to raise US$20 million (£12.7 million)

Proposed adoption of new Articles of Association

Admission to trading on AIM

Notice of Annual General Meeting

Introduction

The Company announced on 20 March 2013 that it had entered into a conditional agreement to acquire the entire issued share capital of CenGeo Holdings for a consideration of US$26 million (approximately £16.6 million) to be satisfied by the issue of the Consideration Shares. CenGeo Holdings, through its wholly-owned subsidiary SibGeCo, holds the Koltogorsky Production Licence (which contains the undeveloped Koltogor oil discovery), and the legacy Koltogorsky Exploration Licences. The Licences are located in the Khantiy-Mansisk Autonomous Okrug, an autonomous region in Western Siberia.

The Koltogorsky Production Licence came into effect upon its registration by the Russian Agency for Subsoil Use on 21 February 2013, and is valid until 15 February 2033. Further information on CenGeo Holdings is set out in the Admission Document.

In order to meet the conditions of the Acquisition Agreement, the Company entered into a conditional agreement with ARA Capital, the Company's largest shareholder, obliging ARA Capital to subscribe for US$20 million (approximately £12.7 million) of New Ordinary Shares at the Subscription Price to provide working capital to fund the work programme on the Koltogorsky Production Licence. ARA Capital is a 'related party' as defined by the AIM Rules for Companies. Further, the Subscription is a related party transaction for the purposes of AIM Rule 13. The Directors consider, having consulted with SCC, the Company's Nominated Adviser, that the terms of the Subscription are fair and reasonable insofar as the Company's Shareholders are concerned. Further details of the terms of the Acquisition and the Subscription are set out below under the headings "Principal Terms of the Acquisition" and "Details of the Subscription, related party transaction and the use of proceeds", respectively.

The Acquisition will result in a fundamental change in the business of the Company due to the size of the Acquisition relative to the current size of the Company and will consequently constitute a reverse takeover under the AIM Rules. The Acquisition will also result in the Company transitioning from an AIM 'Investing Company' into an operational oil and gas exploration and development company. As a result, Shareholder approval is being sought for the Proposals at the Annual General Meeting, at which the Company will also propose the adoption of new Articles of Association. Irrevocable undertakings to vote in favour of the Resolutions have been obtained from certain existing Shareholders and Directors in respect of their respective beneficial shareholdings amounting to in aggregate 203,842,141 Existing Ordinary Shares representing 51.3 per cent. of the Existing Share Capital.

The Proposals are conditional, inter alia, on the passing of the Resolutions and on Admission. It is expected that Admission will become effective and dealings in the Enlarged Share Capital will commence on AIM on 4 July 2013.

Background information on the Company

The Company was incorporated on 18 November 2003. It was established to build, largely through acquisition, a group specialising in the provision of investment banking services and the management of third party funds, principally in Asia. The Company's shares were admitted to trading on AIM on 9 March 2004. It disposed of its operating businesses to Crosby Capital Limited on 4 October 2010 and became classified as an investing company under Rule 15 of the AIM Rules.

In June 2011, the Company changed its name to Zoltav Resources Inc. following the acquisition by ARA Capital, a company beneficially owned by Arkadiy Abramovich, in April 2011 of 95,200,000 Existing Ordinary Shares (equivalent to 25.4 per cent. of the then issued share capital). ARA Capital acquired a further 54,897,737 Existing Ordinary Shares on 2 August 2011 increasing its shareholding to 40 per cent. of the then issued share capital. The Board of the Company was reconstituted during this period with Symon Drake-Brockman appointed as Executive Chairman and Stephen Lowden and David Francis appointed as Non-Executive Directors. ARA Capital subsequently purchased 18,762,216 Existing Ordinary Shares on 10 November 2011 increasing its shareholding to 45 per cent. of the then issued share capital. Michael Lombardi and John Grimshaw were appointed as Non-Executive Directors in March 2013, and Oliver Donagher was subsequently appointed as a Non-Executive Director on 7 June 2013 following David Francis' resignation.

Since the initial investment in Zoltav by ARA Capital and the changes to the Board, the Company's stated strategy has been to focus on acquiring oil and gas assets in the CIS. Since August 2011, the Board has reviewed a number of possible acquisition opportunities in the CIS to generate shareholder value. The Directors believe that the acquisition of CenGeo Holdings meets the Company's investment criteria and has the potential to generate shareholder value. As a result, the Directors are recommending that Shareholders approve the Acquisition.

Background information on the CenGeo Group

CenGeo Holdings was incorporated on 18 October 2012 and was established to acquire SibGeCo which was previously owned by Gregory Trading SA. The Gazprom Neft Group acquired control of SibGeCo in June 2009 when it became the holder of a majority interest in Sibir, the ultimate parent company of SibGeCo. SibGeCo holds the Koltogorsky Production Licence (which contains the undeveloped Koltogorskoye oil field) and the legacy Koltogorsky Exploration Licences. The Koltogorsky Production Licence came into effect upon its registration on 21 February 2013 and is valid until 15 February 2033.

This licence will be the primary asset of the Enlarged Group. The legacy Koltogorsky Exploration Licences expire on 31 December 2013. The Company will not to seek to extend the legacy Koltogorsky Exploration Licences as the Directors do not believe that there is any commercial hydrocarbon potential in the Jurassic accumulations in these licences. As such the Company does not consider that the legacy Koltogorsky Exploration Licences represent material assets or liabilities of the Enlarged Group.

The shareholders of CenGeo Holdings include Bandbear (a company controlled by Mr Valentin Bukhtoyarov), Alexander Sokolov and Dmitry Kamyshev, who each have extensive natural resources and Russia-related experience.

Valentin Bukhtoyarov was one of the four co-founders of OOO Sibuglemet, Holding, a coal mining company that is among the largest coal suppliers in Russia.

Alexander Sokolov was the original founder of SibGeCo in November 1999 and was a shareholder of SibGeCo when the legacy Koltogorsky Exploration Licences were issued in its name, or those of its subsidiaries and affiliates, in April 2004 (in the case of licences 14 and 15) and in August 2005 (in the case of licences 7, 10, 11 and 12). He ceased to be a shareholder of SibGeco after it was acquired by Sibir and was appointed as the exploration director of Sibir Energy plc upon SibGeCo's acquisition by the Sibir group. Prior to this he was involved in a number of oil exploration projects in KhMAO including JV Chernogorskoye (Anderman Smith) and Chumpasneftedobycha (Heritage Oil). Mr Sokolov is currently the General Director of SibGeCo and will be appointed as Director Exploration of the Enlarged Group following completion of the Acquisition.

Dmitry Kamyshev was previously a Director in Barclays Capital Moscow Office with responsibility for structured commodity products and, prior to that, the First Vice President at OAO 'AK' Transnefteprodukt immediately after its acquisition by OAO 'AK' Transneft, the Russian national oil and oil product pipeline operator. Prior to joining OAO 'AK' Transnefteprodukt, Mr Kamyshev worked for a number of companies in Russia's natural resource sector, primarily within the oil and gas industry. It is envisaged that Mr Kamyshev will be appointed as Director Russia of the Enlarged Group following completion of the Acquisition.

On Admission, the CenGeo Group's assets will include the Licences, which comprise the Koltogorsky Production Licence and the legacy Koltogorsky Exploration Licences. Further details of the CenGeo Group's assets are set out below.

Licences

The Licences are located in the Nizhnevartovsk Region of the Khantiy-Mansisk Autonomous Okrug, an autonomous Okrug of the Tyumen Oblast, in West Siberia. The Licences are approximately 130 kilometres east of the city of Nizhnevartovsk.

The West Siberian Basin is the largest oil and gas producing region in the CIS both in the geographical area it covers and the recoverable oil and gas that it contains. The basin covers an area of approximately 2.2 million square kilometres.

Topographically, the basin is one of the world's largest areas of unbroken terrain. The region is characterised by water logged soils, shallow lakes and extensive swamps. This precludes work involving heavy machinery (including seismic acquisition and drilling of wells) when the ground is not frozen unless year round access roads have been constructed. Winters are severe and last seven to nine months of the year with mean temperatures ranging from about −15° C to −30° C.

The US Geological Survey estimates volumes of discovered hydrocarbons in the basin are 144 billion barrels of oil and more than 1,300 trillion cubic feet of gas. Estimated ultimate recovery is estimated at almost 232 billion barrels of oil. Approximately 70 per cent. of the oil produced in Russia comes from the West Siberian Basin.

The Koltogorsky Production Licence covers a contiguous area of 528 square kilometres, within the original footprint of the legacy Koltogorsky Exploration Licences. The original Koltogorsky exploration licences (including licences 8 and 9 which have subsequently expired) covered 2,100 square kilometres.

The Licences are located close to a number of major fields, including Samotlor, the largest in the Russian Federation.

The Licences are close to infrastructure including a Transneft-owned oil pipeline, a wet gas pipe line, as well as a Federal highway and power lines passing through the licence area.

History and prospectivity

SibGeCo began exploration of the Koltogorskoye field area by acquiring 640 kilometres of 2D seismic over the area covered by Licences 14 and 15, 779 kilometres over the area covered by Licences 10, 11, and 12, 1,154 kilometres over the area covered by Licences 7 and 9 and 180 kilometres over the area covered by Licence 8. Eleven exploration wells were subsequently drilled on all the legacy licences with oil discovered in the YuV1 sand in four wells: the 71 well in Licence 7, the 101 well in Licence 10, the 111 well in Licence 11, and the 141 well in Licence 14. The Oil/Water Contact for this reservoir was estimated at a depth of 3,000 metres subsea. This Oil/Water Contact is approximately two sand thicknesses below the lowest known occurrence of oil estimated at 2,978 metres subsea in the 111 well.

The 141 well was tested in the YuV1 reservoir over an interval from 2,944 to 2,949 metres subsea. The well flowed 29 cubic metres per day (m3/d) or 182.4 barrels per day (bbl/d) of fluid (47 per cent. oil at 13.6 m3/d or 85.5 bbl/d and 53 per cent. formation water at 15.4 m3/d or 96.9 bbl/d) following hydraulic stimulation. The 101 well has been found to indicate reservoir qualities analogous to the 141 well.

In May 2007, SibGeCo was acquired for cash consideration of approximately US$50 million by a member of the Sibir Group. Following much publicised shareholder and management issues at Sibir in the second half of 2008, the Gazprom Neft Group acquired control of SibGeCo in June 2009 when it became the holder of more than a 50 per cent. majority interest in Sibir, the ultimate parent company of SibGeCo.

The four successful wells drilled within the boundaries of the new Koltogorsky Production Licence formed the basis of the registration of the discovery with the Russian Federal Government State Commission on Mineral Reserves ("GKZ") of the Koltogorskoye field in 2009.

The oil tested in the 141 well is over 40 degrees API, with low paraffin and asphaltine content. The Koltogorsky Production Licence is situated in close proximity to an existing trunk pipeline system, with established roads and electric grid infrastructure. The Directors believe that this existing infrastructure around the Koltogorsky Production Licence should limit eventual capital expenditure outlays and thereby facilitate earlier production should the Company's planned development program be successful.

There has been no further exploration work completed on the Licences since 2009.

Reserves and Resources

The Enlarged Group's Reserves and Contingent Resources are summarised in the tables below which are based on information extracted from the CPR, which can be found in its entirety in Part III of the Admission Document that will be sent to Shareholders later today and is available on the Company's website, www.zoltav.com.

Reserves

Source: DeGolyer and MacNaughton

Notes:

1. Probable and possible reserves have not been risk adjusted to make them comparable to proved reserves.

2. Zoltav has an ownership interest of 100 per cent. in the evaluated field; therefore, net reserves equal gross reserves.

Contingent Resources

Source: DeGolyer and MacNaughton

Notes:

1. Application of any risk factor to contingent resources quantities does not equate contingent resources with reserves.

2. There is no certainty that it will be commercially viable to produce any portion of the contingent resources evaluated herein.

3. Zoltav has an ownership interest of 100 per cent. in the evaluated field; therefore, net contingent resources equal gross contingent resources.

Work programme following Admission until December 2014

Following completion of the Acquisition, the Company intends to acquire up to 500 square kilometres of 3D seismic during the winter season 2013/2014 period and to subsequently process and interpret that data. Immediately following Admission, the Company intends to tender to suitably qualified and experienced local seismic contractors to carry out the seismic acquisition programme. A number of suitable candidate firms have already been identified.

Following the completion of the seismic acquisition programme (expected during H1 2014, but prior to the end of the winter season which is on or around end Q1 2014), the Company expects that the processing and interpretation of the data will be outsourced to a suitably qualified and experienced internationally recognised firm. The subsequent analysis of the interpreted data will be conducted by the Company's technical team, headed by Alexander Sokolov. Alexander Sokolov has extensive knowledge of both the geology and the history of exploration of the area of the Koltogorskoye field, being the founder of SibGeCo and the exploration director of Sibir Energy plc when it was the parent company of SibGeCo. The focus of this work will be to better understand the characteristics of the Koltogorskoye field and to identify optimal locations for appraisal wells.

The Directors estimate that the interpretation of the seismic data will take approximately six months. As a result the Company does not expect to have sufficient time to apply for the relevant permissions to commence any appraisal drilling before the winter season 2015/2016.

The Company plans to commence test production by reopening the 141 well during 2014. Zoltav intends to either sell any production from testing (which is not expected to be meaningful) at the well head or truck it to a TNK-BP custody transfer station, which is approximately 25 kilometres from the 141 well, accessible via roads which allow year-round access.

Appraisal drilling programme from 2015/2016

It is envisaged that the initial appraisal drilling programme in 2015/2016 will comprise up to four wells. Until the development of infrastructure that allows year round access, drilling and seismic operations can only be conducted during the winter season on the Licence area. Additional funding will need to be sourced by the Company to conduct the appraisal drilling programme.

Infrastructure and routes to market

Subject to the success of its appraisal programme, Zoltav's current field development plan is to drill, from 2016, a number of development wells in clusters from well pads. It is the Company's intention to link the well clusters to a booster pump station ("DNS") with two separators for degassing and transport of oil emulsion by means of centrifugal pumps to the central processing facility ("CPF") of the nearby Khokhryakovskoye field, this will include the construction of the necessary in-field infrastructure. The power supply to the Koltogorskoye field will be provided by two existing 220 kilovolt overhead lines, which are marked in figure 3 of the Admission Document. The distance between the well clusters and the DNS varies from 4 to 15 kilometres. It is the Company's intention for the DNS to be linked via a new pipeline to the CPF in the Khokhryakovskoye field. It is also intended that associated gas will be fed into the Sibur-owned wet gas pipeline (that passes the southern boundary of the Koltogorsky Production Licence) and transported to its gas processing facilities.

SibGeCo is not subject to any requirements to sell oil on the domestic market.

Strategy of the Enlarged Group

The Board's strategy is for the Enlarged Group to become a significant oil and gas exploration and production company through the acquisition of a portfolio of oil and gas properties in the CIS. The Directors plan that over time the Company will acquire a portfolio that will include assets at various stages of development. The Board will continue to review opportunities across the CIS although it currently expects that a majority of the opportunities will be in the Russian Federation.

The Board intends to augment the current management team. Future appointments to the Board and/or management team, if any, are likely to be dependent upon the Board's ability to execute its acquisition strategy.

From an operational perspective the focus of Zoltav will be on further appraisal of the Koltogorskoye Field with the aim to bringing the field into production.

Structure of the Acquisition

Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire the entire issued share capital of CenGeo Holdings from the Sellers together with the assignment of the benefit of certain shareholder loans made by the Sellers to CenGeo Holdings, for a consideration to be satisfied by the issue of 23,657,870 New Ordinary Shares at the Subscription Price, representing approximately 42.7 per cent. of the Enlarged Share Capital and approximately 38.3 per cent. (assuming no further issue of shares between Admission and completion of the Subscription) of the Company's issued share capital immediately following completion of the Subscription and the Acquisition, and the payment to the Sellers of US$47,500 to cover cost and expenses in relation to the Acquisition.

The Acquisition Agreement is conditional, inter alia, on the passing of the Acquisition Resolutions proposed at the Annual General Meeting to approve the Acquisition and Admission.

Share Consolidation

The Company's Existing Ordinary Shares currently have a nominal value of US$0.01 each (1 US cent). When trading in the Existing Ordinary Shares was suspended on 20 March 2013, the price of the Existing Ordinary Shares was 4.6 pence. A reorganisation of the Existing Share Capital is proposed whereby each holding of 20 Existing Ordinary Shares, whether issued or unissued, will be consolidated into one New Ordinary Share. Resolution 5 will effect the Share Consolidation.

Holders of fewer than 20 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share following the Share Consolidation. Shareholders with a holding in excess of 20 Existing Ordinary Shares, but which is not exactly divisible by 20, will have their holding of New Ordinary Shares rounded down to the nearest whole number of New Ordinary Shares following the Share Consolidation. Fractional entitlements, whether arising from holdings of fewer or more than 20 Existing Ordinary Shares, will be sold in the market and the proceeds will be retained for the benefit of the Company.

Following the Share Consolidation, the Existing Ordinary Shares will no longer be in issue. New share certificates in respect of New Ordinary Shares are expected to be posted, at the risk of Shareholders, in the week commencing 8 July 2013 to those Shareholders who currently hold their Existing Ordinary Shares in certificated form (and who hold more than 20 Existing Ordinary Shares). These will replace existing certificates which should be destroyed. Pending the receipt of new certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register of members of the Company.

The New Ordinary Shares have been allocated new stock identification codes as follows: SEDOL code BBG9XR5 and ISIN code KYG9895N1198.

The New Ordinary Shares will be in registered form. Securities issued by non-UK registered companies such as the Company cannot be held or transferred in the CREST system. CREST is a computerized paperless share transfer and settlement facility enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument in accordance with the CREST Regulations. To enable investors to settle such securities through the CREST system, a depositary or custodian can hold the relevant securities and issue dematerialised depositary interests representing the underlying securities which are held on trust for the holders of the depositary interests. Application will be made for the DIs in respect of the underlying Ordinary Shares to be admitted to CREST with effect from Admission. Holders of Ordinary Shares in certificated form who wish to hold DIs through the CREST system may be able to do so and should contact the Registrar.

The record date of the Share Consolidation will be 3 July 2013. The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.

Details of the Subscription, related party transaction and use of proceeds

The Company is raising a total of US$20 million (£12.7 million) through the issue of a total of 18,198,362 New Ordinary Shares at the Subscription Price. On Admission the Company will issue 11,828,935 Subscription Shares in consideration for US$13 million (£8.3 million), being the First Tranche Subscription Shares. An exchange rate of US$1.57:£1.00 was agreed in the Subscription Agreement.

The First Tranche Subscription Shares will represent approximately 21.4 per cent. of the Enlarged Share Capital on Admission. The First Tranche Subscription Shares will rank pari passu in all respects with the New Ordinary Shares including the rights to all dividend and other distributions declared, made or paid following Admission and will be issued fully paid.

The balance of the Subscription is payable in two further tranches. The consideration for the Second Tranche Subscription Shares is payable by the last business day of 2013 and will result in the payment of US$2 million (£1.3 million) in consideration for the issue of 1,819,836 New Ordinary Shares.

The consideration for the Third Tranche Subscription Shares is payable by 1 April 2014 and will result in the payment of US$5 million (£3.2 million) in consideration for the issue of 4,549,591 New Ordinary Shares. On the issue of the Second Tranche Subscription Shares, ARA Capital will pledge to the Company New Ordinary Shares which have a market value of US$5 million as security for its obligations to pay the consideration for the Third Tranche Subscription Shares.

ARA Capital has the right to subscribe for: (i) Existing Ordinary Shares at a price per share of £0.035 in respect of any subscriptions prior to the Share Consolidation; or (ii) New Ordinary Shares at the Subscription Price in respect of any subscriptions following the Share Consolidation, in each case equal in aggregate to a maximum of US$20,000,000 at any time from the date of the Subscription Agreement until 1 April 2014. To the extent ARA Capital exercises its option to subscribe for either Existing Ordinary Shares or New Ordinary Shares (as the case may be) then such subscription shall reduce its overall subscription obligation under the Subscription Agreement of US$20,000,000.

The proceeds of the Subscription will be used as follows:

The Subscription is conditional upon completion of the Acquisition.

ARA Capital is a 'related party' as defined by the AIM Rules for Companies. Further, the Subscription is a related party transaction for the purposes of AIM Rule 13. The Directors consider, having consulted with SCC, that the terms of the Subscription are fair and reasonable insofar as the Company's Shareholders are concerned.

Lock-in and orderly market arrangements

ARA Capital (which will hold an aggregate of 21,364,274 New Ordinary Shares representing approximately 38.6 per cent. of the Enlarged Share Capital at Admission and 27,733,701 New Ordinary Shares representing approximately 44.9 per cent. of the issued share capital of the Company on completion of the Subscription and the Acquisition) has entered into a lock-in deed pursuant to which it has undertaken to not (and to use its reasonable endeavours to procure that any person with whom it is connected will not) dispose of any interest in New Ordinary Shares held by it or persons connected to it for a period of one year from Admission, save in those circumstances permitted by Rule 7 of the AIM Rules.

Bandbear (which will hold an aggregate of 17,979,981 New Ordinary Shares representing approximately 32.5 per cent. of the Enlarged Share Capital at Admission and approximately 29.1 per cent. of the issued share capital of the Company on completion of the Subscription and the Acquisition) has entered into a lock-in deed pursuant to which it has undertaken to not (and will procure, insofar as it is able, that any of its associates will not) dispose of any interest in New Ordinary Shares held by it or its associates for a period of one year from Admission, save in those circumstances permitted by Rule 7 of the AIM Rules. Bandbear has also undertaken that it will not dispose of any interest in New Ordinary Shares, for a period of six months following the first anniversary of Admission, without giving the Company prior written notice.

Mr Sokolov and Mr Kamyshev (who will respectively hold 2,271,155 and 3,406,733 New Ordinary Shares, together representing approximately 10.3 per cent. of the Enlarged Share Capital at Admission and approximately 9.2 per cent. of the issued share capital of the Company following completion of the Subscription and the Acquisition) have each separately entered into lock-in deeds pursuant to which they have each undertaken that they will not (and will procure, insofar as they are able, that any of their associates will not) dispose of any interest in New Ordinary Shares held by them or their associates for a period of one year from Admission, save in those circumstances permitted by Rule 7 of the AIM Rules. In addition, under the terms of their service contracts, during the term of their employment, Mr Sokolov and Mr Kamyshev will each undertake not to sell any of their Consideration Shares before 1 January 2015. Thereafter but prior to 31 March 2016, they may each sell up to 25 per cent. of their Consideration Shares and may each sell a further 25 per cent. of their Consideration Shares after 1 April 2016. Following the cessation of their employment both Mr Sokolov and Mr Kamyshev will be able to dispose of their Consideration Shares at their discretion.

The Directors (who will hold an aggregate of 469,055 New Ordinary Shares representing approximately 0.8 per cent. of the Enlarged Share Capital at Admission) have each entered into a lock-in deed pursuant to which they have each undertaken that they will not (and to use their respective reasonable endeavours to procure that any person with whom they are connected will not) dispose of any interest in New Ordinary Shares held by them or persons connected to them for a period of one year from Admission, save in those circumstances permitted by Rule 7 of the AIM Rules.

Relationship Agreement

Immediately following Admission, ARA Capital will be entitled to exercise control over voting rights in respect of 38.6 per cent. of the Enlarged Share Capital and will have the ability to exercise a controlling influence on the business of the Company and may cause or take actions that are not in, or may conflict with, the best interests of the Group or its Shareholders as a whole. Accordingly, the Company, SCC and ARA Capital have entered into a relationship agreement which regulates the relationship between ARA Capital and the Company and ensures that the Company is capable of carrying on its business independently of ARA Capital.

New Articles of Association

As part of the Proposals the Company is taking this opportunity to update its Articles of Association. A full summary of the new Articles of Association is set out in the Admission Document that will be sent to Shareholders later today and is available on the Company's website, www.zoltav.com.

Annual General Meeting

The Acquisition constitutes a 'reverse takeover' pursuant to the AIM Rules and completion of the Acquisition Agreement is therefore conditional upon the approval of Shareholders. An admission document containing a notice convening the Annual General Meeting, which will be held at Ogier House, The Esplanade, St Helier, JE4 9WG, Jersey at 2.00 p.m. on 3 July 2013, will be sent to Shareholders later today and is available on the Company's website, www.zoltav.com. At the Annual General Meeting, resolutions will be proposed to:

(a) approve the financial statements of the Company for the year ended 31 December 2012 and the

auditors' report thereon;

(b) re-elect the Directors of the Company;

(c) appoint the Company's auditors to hold office until the close of the next annual general meeting;

(d) approve the Acquisition for the purpose of Rule 14 of the AIM Rules;

(e) approve the Share Consolidation;

(f) adopt the new Articles of Association;

(g) authorise the directors to allot equity securities; and

(h) authorise the directors to allot equity securities free of pre-emption rights.

Irrevocable undertakings to approve the Proposals

Each of those Directors who hold Shares has irrevocably undertaken to vote in favour of the Resolutions to be proposed at the Annual General Meeting, in respect of their beneficial holdings totalling 9,381,108 Existing Ordinary Shares in aggregate, which represent approximately 2.4 per cent. of the Existing Share Capital.

ARA Capital has irrevocably undertaken to vote in favour of the Resolutions to be proposed at the Annual General Meeting, in respect of its holding totalling 190,706,789 Existing Ordinary Shares in aggregate, which represents approximately 48.0 per cent. of the Existing Share Capital.

In addition the Company has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the Annual General Meeting, in respect of holdings totaling 3,754,244 Existing Ordinary Shares in aggregate, which represent approximately 0.9 per cent. of the Existing Share Capital.

The Company has therefore received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the Annual General Meeting, in respect of holdings totalling 203,842,141 Existing Ordinary Shares in aggregate, which represent approximately 51.3 per cent. of the Existing Share Capital.