Description of business:
Q Resources plc (the "Company") is a company incorporated under the laws of Jersey. The Company has been established for the purpose of identifying and acquiring, or making investments in, Resources assets, with an initial focus on Africa and/or South America. The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the Resources market. In the first instance the Company is seeking to make a sizable acquisition within a year of Admission, which would be deemed a Reverse Takeover and therefore require Shareholder approval. It does not intend to make any other smaller acquisitions or investments before then. Thereafter, as the holding company of an operating business and/or assets in the Resources industry, complementary or unrelated acquisitions in the Resources sector may be made. The Company will ultimately aim to acquire and/or invest in up to five metals and/or minerals projects, but may also consider suitable acquisitions in the oil and gas sector. It is anticipated that investments will initially be in assets based in Africa. However, the Company is not restricted from acquiring assets in other geographical areas, to the extent that they fit within the Company's investment criteria. In particular, the Directors believe that potential opportunities exist in South America. The Company may acquire either operating, or close to operating, assets or licences but typically will not acquire other companies or early stage operations or exploration activities. The Company intends to be an "active" rather than a "passive" investor, and it is expected that each acquisition or project will have its own management team and operate as a separate division of the group although specific operations may be contracted out to third parties. The Company will be a value and growth oriented investor, targeting opportunities where there is an ability for the Company to add value either through its access to capital, its network of contacts or by recruiting high quality personnel. The Directors will aim to identify investment opportunities where the existing management and operational teams have the relevant experience and technical skills, but may lack the capital, financial experience or commercial acumen to maximise the potential of the target assets. The Company may seek a controlling or 100 per cent. stake in its investments. However, it will also consider investing in joint ventures, where appropriate. It may use leverage in individual investments and will also consider granting co-investment opportunities. The Articles do not provide for any borrowing limits on the Company. In implementing the Investment Strategy, the Directors will look to appoint additional individuals to join the Board with significant experience in Resources companies who in due course are expected to form the executive management team of the Company for its first acquisition. The Company has already appointed, conditional on Admission, Rui de Sousa and Gazprombank-Invest (MENA) as consultants to the Company, conditional on Admission, and the Board will also look to appoint other suitably experienced consultants, as appropriate. The Company does not have a fixed life but the Directors undertake to propose a resolution for the winding-up of the Company if no investments are made within two years of Admission. If such resolution is not passed, the Company will continue its operations and a similar resolution will be put to Shareholders each year thereafter if no investments have been made. In addition, pursuant to the AIM Rules for Companies, if the Company has not substantially implemented its Investment Strategy within eighteen months of Admission, the Investment Strategy will be subject to approval by Shareholders at the next annual general meeting and annually thereafter.

Person(s) interested:
Before Admission: Minerva Nominees Limited: 50% Minerva Services Limited: 50% After Admission: Number of Ordinary Shares following Admission Percentage of Ordinary Shares following Admission Quantic Limited 16,425,000 30.09 Pacifico SA 5,475,000 10.03 Global Carbon Trading Limited 5,475,000 10.03 Ivan Bowen Murphy 2,000,000 3.66