Kalahari Minerals and CGNPC-URC re-commence discussions

SOUTH PERTH, Australia, Oct. 11, 2011 /CNW/ - Extract Resources Ltd

In response to recent media speculation, Extract also notes that it has been consulted by the Australian Securities and Investments Commission ('ASIC') and made submissions to ASIC around the terms and conditions for a potential downstream offer for Extract by CGNPC-URC, if an offer is made for Kalahari. No ruling has yet been made by ASIC but, through its submissions, the Company has sought to ensure that the interests of all Extract shareholders will be protected if this circumstance arises.

The independent directors of Extract will be monitoring the situation closely to assess any implications for Extract and will keep shareholders informed of any material developments on this matter.

A copy of the Kalahari announcement is attached.

About Extract Resources

Extract Resources Ltd is an international uranium exploration and development company whose primary focus is in Namibia. The company's principal asset is its 100%-owned Husab Uranium Project which contains the fourth largest uranium only deposit in the world. Extensive exploration potential also exists for new uranium discoveries in the region. Extract Resources is listed on the Australian (ASX), Toronto (TSX) and Namibian (NSX) Stock Exchanges.

Kalahari Minerals plc (`Kalahari' or `the Company')

CGNPC-URC Possible Offer Discussions

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER

On 10 May 2011 CGNPC Uranium Resources Co., Ltd. ('CGNPC-URC') announced the withdrawal of its possible offer for Kalahari (that was announced on 7 March 2011). As a consequence of the announcement of 10 May 2011 CGNPC-URC was bound by both the restrictions of Rule 2.8, save for certain reservations detailed in that announcement, and of Note 2 on Rule 2.5 of the City Code on Takeovers and Mergers (the 'Code').

As a result of CGNPC-URC's announcement on 10 May 2011, under Rule 2.8 of the Code CGNPC-URC is only permitted to announce an offer for the Company before 11 November 2011 with the agreement or recommendation of the Board of Kalahari, unless any of the other reservations contained in that announcement release CGNPC-URC from the restrictions of Rule 2.8 before 11 November 2011.

Following recent press speculation, Kalahari confirms it re-commenced discussions with CGNPC-URC and agreed to release CGNPC-URC from the restrictions of Rule 2.8 while these discussions are ongoing, with the intention of reaching agreement on a recommended offer for the entire issued share capital of the Company.

However, these discussions may or may not lead to an offer being made.

Since more than 3 months have elapsed since the announcement by CGNPC-URC of the withdrawal of its possible offer, CGNPC-URC is no longer restricted by Note 2 on Rule 2.5 of the Code, to make an offer on the same or better terms as those in the announcement of 7 March 2011, and therefore there can be no certainty as to the terms of any offer should an offer be made.

In view of the fact that CGNPC-URC remains subject to Rule 2.8 of the Code until 11 November 2011, the Panel Executive has agreed that the 28 day deadline normally imposed by Rule 2.6(a) of the Code shall not apply at this stage.

In accordance with Rule 2.10 of the Code, the Company confirms that it has 250,765,894 ordinary shares of 1 pence each in issue. The ISIN reference for these securities is GB00B117S132.

For further information please visit www.kalahari-minerals.com or contact:

    Mark Hohnen       Kalahari Minerals plc     Tel:  44 (0) 20 7292 9110

    Geoff Rasmussen   Azure Capital Limited     Tel:  61 (0) 8 6263 0888

    Samantha Harrison Ambrian Partners Limited  Tel:  44 (0) 20 7634 4700

    Rory Murphy       Strand Hanson Limited     Tel:  44 (0) 20 7409 3494

    Hugo de Salis     St Brides Media & Finance Tel:  44 (0) 20 7236 1177
                      Ltd

    Susie Geliher     St Brides Media & Finance Tel:  44 (0) 20 7236 1177
                      Ltd

Ambrian, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Kalahari as financial adviser in relation to the above matter and is not acting for or advising any other person and accordingly will not be responsible to any person other than Kalahari for providing the protections afforded to the customers of Ambrian or for providing advice in relation to the contents of this announcement. Neither Ambrian nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Ambrian in connection with this announcement, any statement contained herein or otherwise.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Kalahari as nominated adviser and is not acting for or advising any other person and accordingly will not be responsible to any person other than Kalahari for providing advice in relation to the contents of this announcement. Neither Strand Hanson Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Takeover Code (the 'Code')

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on 44 (0)20 7638 0129.

Extract Resources

CONTACT: please visit www.extractresources.com or contact:



___________________________________________________________________

|Extract Resources: London Office |Tel: 44 (0)20 7317 9220 |

|Jonathan Leslie, CEO | |

|___________________________________|_______________________________|

|Extract Resources: Perth Office |Tel: 61 (0)8 9367 2111 |

|Siobhan Lancaster, Company |slancaster@extractresources.com|

|Secretary/Corporate Affairs | |

|___________________________________|_______________________________|

|Australian Media Enquiries: |Tel: 61 (0)2 8999 1010 |

|___________________________________|_______________________________|

|MAGNUS Investor Relations/Corporate|Mob: 61 (0)413 355 997 |

|Communication (Australia) |Mob: 61 (0) 413 439 883 |

|John Gardner and Dudley White | |

|___________________________________|_______________________________|

|UK Media Enquiries: |Tel: 44 (0)20 7404 5959 |

|Brunswick Group (UK) | |

|Carole Cable / Pip Green | |

|___________________________________|_______________________________|