OREANDA-NEWS. January 4, 2011. Further to the announcement of 8 December 2010, the Board is pleased to announce that it has conditionally entered into agreements to undertake a financial restructuring of the Company by seeking to raise USD 20.0 million, before expenses, via the issue of 268,395,302 New Ordinary Shares to Ovaro, a Company indirectly beneficially 75 per cent. owned by Oleg Salmin and indirectly owned 25 per cent. by Reachcom, a wholly owned subsidiary of Renaissance Group Holdings Limited, and to seek to convert the outstanding Warrants and Notes into 137,769,266 New Ordinary Shares (together, the "Proposals").

The Company will be valued at Completion and on a fully diluted basis, at approximately USD 38.38 million and on an issued share capital on Completion basis at approximately USD 33.28 million.

The Proposals are subject to, inter alia, approval of the Company’s Shareholders at the Extraordinary General Meeting, AMC approval for the transaction, approval of Bondholders at their respective meetings and the lifting of the Company’s Suspension from trading on AIM. The transaction is also effectively conditional upon the funding to be provided through the Ovaro Subscription Agreement being made available, as this agreement is subject to Bremille and Acermus reaching agreement on a shareholders’ agreement by 21 December 2010, the publication of the Annual Financial Statements and Interim Financial Statements and the resultant lifting of the Company’s Suspension from trading on AIM on 26 January 2011.

The Directors believe that the net proceeds of the Subscription will enable the Company to protect its existing asset base, by satisfying ongoing working capital obligations, such as basic operational expenses, ground rents and real estate taxes, as well as to settle sums due to various outstanding overdue creditors. In addition, the balance of the net proceeds of the Subscription will provide working capital to enable the Directors to enhance the value of the Company’s remaining assets by focusing on the development of selected core projects, to be agreed with Ovaro.

Due to the size of the Subscription relative to the Company’s existing authorities to allot shares and the need to disapply pre-emption rights, the Subscription is conditional upon, inter alia, the passing of the Resolutions by the Shareholders at the EGM. The Company is also seeking, for the reasons explained below, the authorities to allot shares and disapply pre-emption rights in relation to the allotment of the relevant New Ordinary Shares under the Exchange.

A summary of the Resolutions is included in the Circular, which contains a notice convening an EGM to be held at 5 Themistokli Dervi, Elenion Building, 2nd Floor 1066, Nicosia, Cyprus at 9.30 a.m. (Cyprus time) on 25 January 2011, at which Shareholders will be asked to consider and, if thought fit, pass the Resolutions. The Company has received irrevocable undertakings from Lev Partshkhaladze and Andriy Myrgorodskyy, being Directors of the Company, to vote in favour of the Resolutions at the EGM in respect of, in aggregate, 21,599,997 Ordinary Shares, representing approximately 53.44 per cent. of the Existing Share Capital.