Oil Quest Resources to Acquire EnCore Oil in Reverse Takeover



Oil Quest Resources has agreed the terms of recommended offers to be made for the whole of the issued share capital of EnCore Exploration and EnCore Petroleum and signed a conditional agreement to acquire the entire issued share capital of EnCore Natural Resources and EnCore Oil and Gas.

The consideration for the Acquisitions is to be satisfied by the issue of up to 48,450,000 Consideration Shares to the EnCore Shareholders which, at the closing mid-market price of the existing ordinary shares of 15.625p on November 17, 2005, the date prior to the suspension of the Oil Quest's ordinary shares from trading on AIM, values the EnCore Companies at £7.57 million.

In conjunction with the Acquisitions, the Company has raised £17.5 million (before expenses) through a conditional institutional placing of 112,000,000 Placing Shares at a price of 15.625p per share, of which 108,340,000 Placing Shares are being placed by Westhouse on behalf of the Company and 3,660,000 Placing Shares are being subscribed by certain US persons directly with the Company.

On Admission (assuming full acceptance of the Offers), the Company will have a market capitalization at the Placing Price of approximately £32.0 million.

It is proposed that, subject to the Offers becoming or being declared unconditional in all respects, the name of the Company will be changed to EnCore Oil plc.

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