4th Nov 2005 18:00
Nelson Resources Limited04 November 2005 Nelson Resources Limited NELSON RESOURCES ANNOUNCES MAILING OF MANAGEMENT INFORMATION CIRCULAR REGARDING THE LUKOIL OFFER Toronto, Ontario, November 4, 2005 Nelson Resources Limited ("Nelson") of Bermuda (TSX/AIM: NLG) is pleased toannounce the mailing to its shareholders of the Management Information Circular(the "Circular") in connection with a special general meeting of itsshareholders to consider the proposed amalgamation of Nelson with and into awholly-owned subsidiary of LUKOIL Overseas Holding Ltd. ("Lukoil") (the"Amalgamation"). The meeting will be held at 10:00 a.m. (UK time) on December 2,2005, at the London Hilton on Park Lane, Coronation Room, 22 Park Lane, LondonW1K 1BE, United Kingdom (the "Meeting"). The Circular has been mailed to allshareholders of record as of October 25, 2005 (the "Shareholders"). Interestedparties may also view the Circular on the SEDAR website at www.sedar.com and onthe Nelson website at www.nelsonresources.com commencing on November 7, 2005. Under the terms of the Amalgamation, Lukoil will acquire all of the issued andoutstanding common shares of Nelson it does not already own in consideration forUS$2.19162 in cash. As discussed in the Circular, the Board of Directors ofNelson unanimously recommends that Shareholders vote in favour of theAmalgamation. For the Amalgamation to be approved by the Shareholders in accordance withapplicable law, the amalgamation resolution must be passed by at least 75% ofthe votes cast by the Shareholders present in person or represented by proxy atthe Meeting and entitled to vote thereon. Lukoil announced on October 14, 2005 that its wholly-owned subsidiary CaspianInvestments Resources Ltd. had acquired from four shareholders an aggregate of566,393,162 common shares of Nelson representing approximately 65% of the issuedand outstanding common shares of Nelson. Based on enquiries made by or on behalfof a special committee of independent directors of Nelson, the facts inconnection with the Amalgamation are understood to be such that neither OntarioSecurities Commission Rule 61-501 - Insider Bids, Issuer Bids, Going PrivateTransactions and Related Party Transactions nor Policy Q27 - Protection ofMinority Securityholders in the Course of Certain Transactions of the Autoritedes marches financiers (Quebec) require a formal valuation or the exclusion ofany votes in the calculation of the threshold for approval of the Amalgamation. All Shareholders are urged to read the Circular in its entirety as well as anyother documents incorporated by reference in the Circular and filed or to befiled with the applicable regulatory authorities in Canada and available on theSEDAR website. For further information, please contact: Nelson Resources LimitedNicholas Greene, Chief Financial Officer Tel: +44 20 7495 [email protected] Fred Hodder Tel: +44 20 7495 [email protected] Investor RelationsBell Pottinger Corporate & Financial (London)Ann-marie Wilkinson / Nick Lambert Tel: 020 7861 3232 Cavalcanti Hume Funfer Inc. (CHF Inc., Toronto)Olav Svela, Vice President Tel: +1 [email protected] If you prefer to receive press releases by e-mail, please contact HeatherColpitts ([email protected])and specify "Nelson press releases" in the subjectline THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES ORFOR DISSEMINATION IN THE UNITED STATES. This news release does not constitute anoffer to sell or a solicitation of an offer to buy any of the securities of theCompany in the United States. The securities of the Company have not been andwill not be registered under the United States Securities Act of 1933, asamended (the "U.S. Securities Act") or any state securities laws and may not beoffered or sold within the United States or to U.S. persons unless registeredunder the U.S. Securities Act and applicable state securities laws or anexemption from such registration is available. The TSX neither approves nor disapproves of the information contained herein. - ENDS - This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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