[Translation] Ref.PDI.B.02.70/1998 23 July, 1998 To: President The Stock Exchange of Thailand Re : Signing of Share Subscription Agreement with a foreign investor Please be notified that on 23 July, 1998 Padaeng Industry Public Company Limited (PDI) has entered into a Share Subscription Agreeement with Western Metals Limited , an Australian investor, regarding the subscription of 81,630,442 newly issued ordinary shares of PDI, equal to 36.12% of PDI's total registered 226 million shares under private placement. The offer price is Bt14 per share (at par value of Bt10 each). The proceeds of the share offered are Bt 1,142,826,188. Since the subscription of shares by foreign investor will result in its acquiring more than 25% of the capital of PDI, which is an acquisition of securities for the purpose of taking control of a business and is subject to requirement for making a tender offer for all remaining shares, Western Metals shall seek a waiver from the Securities and Exchange Commission. A copy of press release on the agreement signing and information on the foreign investor is attached herewith. Yours truly, (Signed) Arsa Sarasin (Mr. Arsa Sarasin) Executive Chairman & CEO PRESS RELEASE For further information Padaeng Industry Public Company Chitchai Thaveepanich July 23 , 1998 Tel. 261-1111 ext. 211 -------------------------------------------------------------------------------------------------------------- Padaeng joins hands with Western Metal with a 36% share to expand the business opportunity Padaeng and Western Metals Limited, an Australian zinc mining company, will join forces to explore a new business possibility. A 36% share will be the first step towards international and standardisation to compete in the world market. Today (July 23,1998) Mr. Arsa Sarasin, Chief Executive Officer of Padaeng Industry Public Company Limited (PDI), revealed that the company has entered into a Share Subscription Agreement with Western Metals Limited (WMT), regarding the share subscription of 81.6 million in PDI, which will represent 36% of PDI's total registered shares. The value of the subscription share is 1,142 million baht. The price is Bt 14 per share (at par value of Bt 10 each), which is higher than the current market share price. The total shares offered are the remaining ordinary shares of the company newly issued in 1996, available to investor who is qualified or is in the 17 categories in an announcement of the Securities and Exchange Commission of Thailand (SEC) . Western Metals Ltd., one of the world's lowest cost zinc miner, produces high quality of 60 % zinc concentrates. Located in Western Australia, with ore reserves more than 10 years. Their expertise is in the areas of exploration, mining ,ore processing and exporting Zinc and lead concentrates. Padaeng is the only zinc smelter in Southeast Asia region with a market both within and outside Thailand. The joint venture will open new business horizons, as Padaeng will have long term and stable raw material supplies, with additional new exploration and mining technology. In the short term, the Mae Sod mine and the surroundinmg areas will be explored. At the same time Western Metals will expand business into base metal smelting apart from mining alone. Therefore the two companies will gain synergies to enhance its competition position in the world market. Mr. Arsa added that , although the company has been affected by the economic situation within the country and the region, it has a good business prospect which attracted Western Metals into buying the shares. The mobilized fund will be expanded to ease the company's financial burden and enhance the business plans for a stable future. The business co-operation between two companies will bring development in management and administration into globalization, and strengthen business growth in the long term. WESTERN METALS LIMITED COMPANY PROFILE Establishment Founded in 1994, Western Metals Limited acquired the Cadjebut zinc and lead mine and processing plant in the Kimberley region of Western Australia from BHP Minerals and Shell Australia. Since that time, the company has significantly expanded operations and instigated a variety of workforce and operation changes to ensure continuing success of the Lennard Shelf province over the next 10 to 15 years. Objective The company is pursuing additional, long term growth through exploration, mining, smelting and marketing ventures in South East Asia and elsewhere. Company Western Metals Limited is registered on Australian Stock Exchange with 265 million shares on issue and a market capitalisation of approximately A$ 200 million. Management Chairman : Mr.Alan James Castleman Managing Director & CEO : Mr.Roderick John Webster Products Western Metals Limited produces approximately 260,000 metric tons of high quality zinc concentrate and 60,000 metric tons of lead concentrate annually, mainly exported to Japan, Korea, India and Thailand. Resources The company has a large mineral resource in the area of Lennard Shelf in Western Australia, covering over 2,400 square kilometres which comprises of 3 producing mines: Goongewa, Kapok and Pillara. Objective The company is pursuing additional, long term growth through exploration, Mining, smelting and marketing ventures in South East Asia and elsewhere. Company Western Metals Limited is registered on Australian Stock Exchange with 265 million shares on issue and a market capitalisation of approximately A$ 200 million . Management Chairman: Mr.Alan James Castleman Managing Director & CEO: Mr.Roderick John Webster Products Western Metals Limited produces approximately 260,000 metric tons of high quality zinc concentrate and 60,000 metric tons of lead concentrate annually ,mainly exported to Japan, Korea, India and Thailand. Resources The company has a large mineral resource in the area of Lennard Shelf in Western Australia, covering over 2,400 square kilometres which comprises of 3 producing mines, Goongewa, Kapok and Pillara. ----------------------------------------------