DE-MERGER

The demerger plan

Rocksource`s assets and debts will be divided between Rocksource and Nordic Mining. Nordic Mining will be incorporated in connection with the de-merger. Assets, rights and obligations, including contracts, relating to the mineral business will be transferred to Nordic Mining, with consideration to the shareholders in Rocksource consisting of shares in Nordic Mining.

Rocksource will transfer MNOK 10 in cash to Nordic Mining. Furthermore, Nordic Mining will receive,without any payment, Rocksource`s licenses regarding gold in Ecuador and global, everlasting rights for commercial use of Rocksource`s products and technology for identification, prospecting and exploration of coal, ores, industrial minerals and industrial metals.

The de-merger will be carried out with tax continuity pursuant to provisions under Norwegian Tax Legislation regarding tax-free de-mergers.

Rationale for the de-merger

Rocksource changed its business strategy in 2005. Historically the company has been involved in land-based identification of minerals and business connected hereto. Subsequent to the merger with Amergy, the main business became technology and knowledge driven exploration of natural resources with a special focus on hydrocarbons in connection with oil and gas exploration and production. Rocksource has developed an advanced technology for integrated interpretation of geological, seismic and electromagnetic data for identification of hydrocarbons. The technology is considered to have an interesting potential within the business of identification of mineral resources, e.g. coal, coal bedded methane, strategic industrial minerals and ores.

To develop a technology driven Scandinavian business which identifies and explores coal, ores, industrial minerals and industrial metals has an interesting potential. In line with Rocksource`s changed business strategy in 2005 and advices from financial advisers, the Board of Directors proposes that this business is performed within a separate listed company, enabling both Rocksource and Nordic Mining to focus on their core businesses.

Time schedule

The de-merger presupposes that the Board of Directors` de-merger plan of 18 January 2006 is approved by the company`s extraordinary General Assembly, which is scheduled for 23rd February 2006.

The time schedule implies that the de-merger can enter into force primo May 2006.

Rocksource ASA

Oslo, 18 January 2006

Jan Sjølie

+ 47 90 09 46 85
 

Published: 19.01.2006