LUKOIL Completes Acquisition of Nelson Resources

On December 5, 2005, LUKOIL Overseas Holding Ltd. (LUKOIL), through its wholly-owned subsidiary Caspian Investments Resources Ltd. (Caspian), completed the acquisition of Nelson Resources Ltd. (Nelson), a leading oil exploration and production company operating in Kazakhstan and listed on the TSX and AIM, for a total purchase price of US$2 billion in cash.

Initially LUKOIL acquired 65 per cent of the issued and outstanding common shares of Nelson from four principal shareholders of Nelson. The acquisition of the remaining common shares of Nelson was completed on December 5, 2005 by way of amalgamation/merger under the laws of Bermuda and the British Virgin Islands, following receipt of the approval of Nelson's shareholders at a meeting held on December 2, 2005.

LUKOIL and Caspian were represented by Akin Gump Strauss Hauer & Feld LLP in Moscow with a team that included Richard Wilkie and Brian Konradi; Stikeman Elliott LLP as Canadian counsel, with a team that included Glenn Cameron, Christopher Nixon, Keith Chatwin and Martin Mix (corporate/securities), Leland Corbett (financial services), David Weekes (tax), and Sean Dunphy and Anne McConville (litigation); and Conyers Dill & Pearman as British Virgin Islands and Bermuda counsel, with a team that included David Cooke in Bermuda and Audrey Robertson in the British Virgin Islands.

Nelson was represented by Gowling Lafleur Henderson LLP with a team that included Paul Fornazzari, Tina Woodside, Diane Yu and Beatriz Orrantia (corporate/securities), Léonard Serafini (Quebec securities matters), Robert Muncaster (financial services), Vince Imerti (tax), and Peter Manderville, Derek Vanstone and Michael Watson (litigation); Ian Stone of Wakefield Quin as Bermuda counsel; José Santos Torres of Maples and Calder as British Virgin Islands counsel; and Denton Wilde Sapte as UK counsel, with a team that included Rebecca Gordon (corporate/securities) and Dawn Harding (tax). Fasken Martineau DuMoulin LLP acted as counsel to the independent committee of Nelson's board of directors with a team that included William Orr, Aaron Atkinson and Richard Berrow.

Macleod Dixon LLP in Calgary acted as counsel to BMO Nesbitt Burns Inc., the financial advisor to Nelson's independent committee, with a team that included Kevin Johnson and Marcus Archer.
JPMorgan, the financial advisor to LUKOIL, was represented by Norman Steinberg and Terry Dobbin of Ogilvy Renault LLP.