Weatherly International PLC 24 June 2005 For Immediate Release 22 June 2005 Weatherly International plc ("Weatherly" or "the Company") Placing Acquisition of WM Exploration Limited ("WMEL") Appointment of Directors The Directors of Weatherly are pleased to announce that it has entered into conditional agreements which will provide the Company with further funds and a new strategic direction. The agreements or "Proposals", which will be conditional upon approval of shareholders at an EGM to be held on 15 July 2005, are as follows: • the placing of up to 24,117,524 new ordinary shares at 3p to raise approximately £723,500 (before expenses), of which approximately 5,547,832 ordinary shares will be placed, for cash, with Dr. Wolf Martinick and Mr. Rod Webster, the shareholders of WMEL; • the acquisition of WMEL for a consideration to be satisfied by way of the issue of 17,069,748 new ordinary shares at an issue price of 3p per share which would value the consideration at approximately £512,000. Dr. Martinick and Mr. Webster will be awarded warrants to subscribe for up to a further 4,993,958 new ordinary shares in the Company, half of which are exercisable at 5p per share and half at 12p per share; and • the appointment of Dr. Wolf Martinick and Mr. Rod Webster as additional directors of the Company. Reasons for the Proposals The Directors have examined several opportunities which might comprise a suitable strategy for the Company to pursue. The Directors are now pleased to put the Proposals to shareholders. The Directors consider that the Proposals will be of significant benefit to Weatherly and its shareholders through the retention of the services of two experienced directors and rights of first refusal over natural resources opportunities currently being investigated by them. Additionally, the Company welcomes the receipt of funds to be applied, as and when appropriate, in developing business opportunities generated by the directors and to provide greater financial flexibility for Weatherly. WMEL is a newly incorporated company which has executed the services agreements with Dr. Martinick and Mr. Webster. The Directors consider that their services, which are secured through the acquisition of WMEL and provide Weatherly, inter alia, exposure to natural resources projects which they are currently investigating and where they have substantial experience, represent a genuine opportunity for Weatherly. The Directors are aware that WMEL is currently investigating a number of potential opportunities in the natural resources sector, mainly in Africa. It has already identified a number of opportunities which include potential opportunities involving certain copper mining projects in Zambia. At this time, no definitive agreements have been reached and discussions are continuing. Information on the WMEL directors Dr. Wolf Martinick, aged 60, is an environmental scientist with extensive experience in the mineral resource industry. He has been involved with mineral exploration and mining projects around the world, especially in Australasia, southern, central and north Africa, China, India and parts of the former Soviet Union. Dr. Martinick is a director of Sun Resources Limited, an oil and gas exploration company listed on the ASX, and Chairman of Ezenet Limited, a movie distribution company, also listed on the ASX. He was a founder director of Basin Minerals Limited, another ASX listed mineral exploration company that discovered a world-class mineral project in Victoria, Australia, and then participated in negotiations that led to a friendly takeover of Basin by Iluka Resources Limited. He is also the founder director and Chairman of MBS Environmental Pty Ltd, an environmental and social consultancy to the mining industry in Australasia. Dr. Martinick is a Fellow of the Australian Institute of Mining and Metallurgy and a past Vice President of the West Australian Association of Mining and Exploration Companies. For over 35 years he has been associated with the exploration and mining industry, especially with regard to environmental, water, land access and indigenous people issues. Mr. Rod Webster, aged 54, is a graduate mining engineer from the University of Sydney. He has over 28 years of experience in the resources industry, including more than 10 years in managing director or chief executive officer posts. More recently, he was a senior executive with First Quantum Minerals (FQM), a Canadian and AIM listed company, developing and operating copper mines in Zambia, the Democratic Republic of Congo and Mauritania. He was in charge of the company's Mauritanian activities and prior to this was the chief executive officer responsible for the development of the Kansanshi mines in Zambia, probably the world's most significant new copper mine to come on stream in recent times. He was also a non executive director of another major Zambian copper producer, Mopani Copper Mines Ltd, in which FQM had a major interest. Prior to his involvement with FQM, he was the founding director and the chief executive officer of an Australian base metals producer, Western Metals Ltd. During his stewardship, the company grew to be Australia's third largest base metals producer, with annual production exceeding 350,000t of Zinc, 150,000t of lead and 50,000t of copper. To achieve this growth, the company raised over $600m for the development of 6 new mines and a private port. Other information The Takeover Panel has agreed, subject to shareholder approval at the AGM, to waive the requirement under Rule 9 of the Code which would otherwise require certain parties to the transactions to make a general offer for the issued share capital of the Company as a result of acquiring shares pursuant to the completion of the Proposals. For further information please contact: Weatherly International Peter Redmond, Chairman 020 7332 2200 PR - First City Financial Public Relations Allan Piper 020 7436 7486 This information is provided by RNS The company news service from the London Stock Exchange