SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
CHAPARRAL RESOURCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
159420207
(CUSIP Number)
R. Frederick Hodder
Chief Financial Officer
Nelson Resources Limited
c/o Commonwealth & British Services Limited
19 Berkeley Street, 7th Floor
London W1J 8ED
United Kingdom
With a copy to:
Peter S. O'Driscoll
Coudert Brothers LLP
60 Cannon Street
London EC4N 6JP
United Kingdom
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2004
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13(d)1-(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 159420207
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
NRL Acquisition Corp. (I.R.S. Identification No. 98-0425020)
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2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds
AF
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5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power 0
Number of
Shares 8 Shared Voting Power 26,002,624
Beneficially Owned by
Each 9 Sole Dispositive Power 0
Reporting
Person With 10 Shared Dispositive Power 26,002,624
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,002,624
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented By Amount in Row (11) 63%
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14 Type of Reporting Person
CO
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CUSIP NO. 159420207
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Nelson Resources Limited (foreign entity - no I.R.S. Identification number)
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2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Bermuda
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7 Sole Voting Power 0
Number of
Shares 8 Shared Voting Power 26,002,624
Beneficially Owned by
Each 9 Sole Dispositive Power 0
Reporting
Person With 10 Shared Dispositive Power 26,002,624
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,002,624
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11) 63%
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14 Type of Reporting Person
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.0001 per
share (the "Common Stock"), of Chaparral Resources, Inc., a Delaware corporation
(the "Issuer"). The address of the principal executive office of the Issuer is 2
Gannett Drive, Suite 418, White Plains, New York 10604.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement on Schedule 13D (each a "Reporting
Person" and, collectively, the "Reporting Persons") are: (i) Nelson Resources
Limited, a company organized under the laws of Bermuda ("Nelson"), and (ii) NRL
Acquisition Corp., a corporation organized under the laws of Delaware ("NRL").
The principal business address of Nelson is c/o Commonwealth & British Services
Limited, 19 Berkeley Street, 7th floor, London W1J 8ED, United Kingdom, and the
office address of Nelson is 52 Reid Street, Hamilton HM12, Bermuda. The
principal business address of NRL is c/o Commonwealth & British Services
Limited, 19 Berkeley Street, 7th floor, London W1J 8ED, United, and the office
address of NRL is c/o Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801.
The principal business of Nelson is the acquisition, development and
exploitation of oil and natural gas properties in Kazakhstan. Nelson conducts
its oil and gas business through majority-owned owned subsidiaries. NRL is a
wholly-owned subsidiary of Nelson that was formed for the purpose of acquiring
the shares of the Issuer in the transaction described in response to Items 3 and
4 below. NRL presently conducts no other business.
The name, citizenship, business address, and present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted of each
of the executive officers and directors of Nelson and NRL are set forth in Annex
A hereto.
During the last five years, neither of the Reporting Persons, nor to
the best of the knowledge of the Reporting Persons, any of the persons listed in
Annex A or Annex B, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 17, 2004, NRL entered into a Share Purchase Agreement (the
"SPA") with Central Asian Industrial Holdings N.V., a Netherlands Antilles
company ("CAIH"), pursuant to which NRL acquired from CAIH (i) 22,925,701 shares
of Common Stock of the Issuer (the "Shares"), (ii) a Promissory Note in the
principal amount of $4,000,000 of the Issuer and Central Asian Petroleum
(Guernsey) Limited, as co-obligors, in favor of CAIH (the "Note"), (iii) a Stock
Purchase Warrant issued by the Issuer to CAIH exercisable to acquire 3,076,923
shares of Common Stock (the "Warrant") and (iv) all of CAIH's rights and
obligations (the "Assigned Rights") under the Master Agreement dated May 10,
2002 (the "Master Agreement") between CAIH and the Issuer and the Registration
Agreement dated May 10, 2002 (the "Registration Agreement") between CAIH and the
Issuer.
In consideration for the Shares, the Note, the Warrant and the Assigned
Rights, Nelson executed and delivered to CAIH a promissory note (the "Nelson
Note") in the original principal amount of $23,911,884. The Nelson Note has a
term of one year and bears interest at the rate of 10.5% per annum, payable at
maturity. It may not be pre-paid prior to scheduled maturity. The holder of the
Nelson Note may accelerate repayment upon certain specified events of default
including, among other things, failures
to make payment when due, certain breaches of covenants, certain insolvency
events, and in certain cases involving judgments against Nelson or defaults by
Nelson or its subsidiaries on certain obligations.
Nelson's obligations to CAIH under the Nelson Note are secured by a
pledge by NRL of the Shares and the Warrant pursuant to a pledge and security
agreement dated as of May 17, 2004 between NRL and CAIH (the "Pledge
Agreement").
Nelson has also entered into a guarantee agreement with CAIH dated as
of May 17, 2004 (the "Guarantee Agreement") pursuant to which Nelson has agreed
to guarantee NRL's performance of its obligations under the SPA.
Nelson presently intends to use its own working capital to pay the
interest on and principal amount of the Nelson Note at its scheduled maturity.
If NRL decides to exercise the Warrant (in whole or in part), it
expects to use funds to be contributed or lent from Nelson for this specific
purpose in order to pay the exercise price payable pursuant to the Warrant. The
aggregate exercise price payable upon the exercise of the Warrant in full is
$4,000,000, subject to adjustment upon the occurrence of certain events as
provided in the Warrant.
Copies of each of (i) the SPA, (ii) CAIH's assignment of the Warrant to
NRL (the "Warrant Assignment"), (iii) the agreement pursuant to which CAIH
assigned to NRL the rights and obligations under the Master Agreement, the
Registration Agreement and the Note (the "Assignment Agreement"), (iv) the
Nelson Note, (v) the Pledge Agreement and (vi) the Guarantee Agreement are
attached as exhibits to this Schedule 13D.
The descriptions of the foregoing agreements (and the other agreements
referred to in this Item 3 and in Item 4) that appear in this Schedule 13D are
qualified in their entirety by reference to the full terms and conditions of
such agreements.
ITEM 4. PURPOSE OF TRANSACTION.
As discussed in more detail below, Nelson acquired the Shares, the
Warrant, the Note and the Assigned Rights from CAIH for investment purposes.
CAIH is a company affiliated with Nelson through its ownership of 23.2% of
Nelson's shares and representation on Nelson's board. CAIH is not a controlling
shareholder of Nelson. The acquisition was made by NRL, a wholly-owned
subsidiary of Nelson that was established for the purpose of making this
investment.
On May 17, 2004, following the prior approval of the transfer of the
Shares and Warrant from CAIH to NRL by the Board of Directors of the Issuer
(based upon the recommendation of a special committee of the Board of Directors
of the Issuer composed entirely of disinterested directors), NRL and CAIH
entered into the SPA. Under the SPA, later on May 17, 2004, NRL acquired all of
CAIH's interest in the Issuer, including the Shares, the Warrant, the Note and
the Assigned Rights. As noted above in response to Item 3, payment of the
purchase price under the SPA (consisting of $23,911,884 for the Shares, the
Warrant, the Note and the Assigned Rights) was made by Nelson, in the form of
the Nelson Note. In order to secure Nelson's payment obligations under the
Nelson Note, NRL entered into the Pledge Agreement with CAIH on May 17, 2004
pursuant to which NRL has agreed to pledge the Shares and the Warrant to CAIH.
Nelson has agreed to guarantee NRL's obligations to CAIH under the SPA
pursuant to the terms of the Guarantee Agreement. The Guarantee Agreement was
also executed on May 17, 2004.
Under the terms of the Registration Agreement that has been assigned by
CAIH to NRL, the Issuer is obligated to register for resale pursuant to the US
federal and applicable state securities laws the Shares and the shares of common
stock of the Issuer issuable upon exercise of the Warrant.
The Note is due and payable in full on May 10, 2005. It bears interest
at the rate of 12% per annum.
Immediately following the closing of the transaction on May 17, 2004,
as contemplated by the SPA, two of the Issuer's six directors, John Duthie and
Nikolai Klinchev, resigned as directors, and the remaining four members of the
Board of Directors of the Issuer elected two designees of Nelson, R. Frederick
Hodder and Simon Gill, as directors of the Issuer. In addition, Mr. Klinchev
resigned as Chief Executive Officer of the Issuer and was replaced by the Board
of Directors of the Issuer by Mr. Gill. Mr. Hodder replaced Mr. Ian Connor as
Chairman of the Board of Directors of the Issuer. Jonathan Wood resigned as
Chief Financial Officer of the Issuer and was replaced by Miguel Soto, who will
also serve as the Issuer's Treasurer and Controller. Biographies of Messrs.
Hodder, Gill and Soto are attached hereto as Annex B. The Reporting Persons have
no present intention to make further changes to the Board of Directors of the
Issuer or any further changes to the Issuer's executive officers, pending a
review of the Issuer's operations by the Issuer's Board of Directors.
As noted above, Nelson acquired a controlling stake in the Issuer for
investment purposes. Nelson believes that the Issuer's oil and gas properties
and operations in Kazakhstan compliment Nelson's existing operations and
properties in the region. As the controlling stockholder of the Issuer, Nelson
will seek to encourage the Issuer to implement operating plans aimed at (i)
increasing oil and gas production, (ii) reducing transportation and operating
costs, (iii) increasing export volumes, and (iv) achieving price improvements
for the Issuer's product versus benchmark pricing. Pending a detailed review of
the Issuer's management and operations, Nelson does not presently have any
specific plans or proposals to present to the Issuer in relation to any of the
foregoing.
The acquisition of a controlling stake in the Issuer allows Nelson to
consolidate the Issuer's financial results with Nelson's own financial results.
Nelson intends to monitor its investment in the Issuer and may acquire
additional shares of Common Stock of the Issuer in public market transactions,
tender offers and/or through negotiated transactions. Alternatively, Nelson may
sell some or all of its investment in the Issuer in negotiated transactions or
in the public market. Nelson's future decisions with respect to the Issuer and
Nelson's interests therein will depend upon Nelson's evaluation of various
factors, including, but not limited to: (i) the Issuer's business, financial
condition, results of operations and prospects, (ii) general and industry
specific economic, market and regulatory conditions, (iii) conditions in the
securities markets and, in particular, in the market for the Issuer's shares,
(iv) economic, operating, regulatory and market conditions affecting Nelson and
(v) such other circumstances and conditions as Nelson may deem appropriate to
consider from time to time. Based upon such evaluations, Nelson may take such
actions with respect to the Issuer and its interest therein as it considers
necessary or advisable.
Except as otherwise specifically described in response to this Item 4,
the Reporting Persons have not formulated any plans or proposals which relate to
or would result in any of the events or transactions described in Item 4(a)
through (j) of Schedule 13D under the Securities Exchange Act of 1934, as
amended, although the Reporting Persons reserve the right to formulate such
plans or proposals in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the acquisition of (i) the Shares and (ii) the Warrant,
NRL is the direct owner of 26,002,624 shares of the Common Stock of the Issuer,
representing 63% of the total issued and outstanding shares of Common Stock
(determined based upon the shares of Common Stock outstanding as of May 10,
2004, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004). As a result of its ownership of 100% of the outstanding
shares of NRL, Nelson may be deemed to have shared beneficially ownership of the
26,002,624 shares of Common Stock directly held by NRL, including shared power
to direct the vote and/or disposition of such shares.
(c) On May 17, 2004, NRL acquired from CAIH in a privately negotiated
transaction: (i) the Shares, (ii) the Warrant, (iii) the Note and (iv) the
Assigned Rights for a total of $23,911,884. As noted in the response to Item 3
above, payment for these items was effected by the delivery of the Nelson Note
to CAIH. An aggregate purchase price was negotiated between the Reporting
Persons and CAIH, and the Reporting Persons did not assign individual
acquisition costs to the Shares, the Warrant, the Note and the Assigned Rights.
None of the individuals identified in Annexes A or B entered into any
transactions involving any of the shares of the Common Stock of the Issuer
during the past sixty (60) days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Items 3 and 4 above is incorporated herein
by reference.
Except as otherwise described in this Schedule 13D, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between either of the Reporting Persons and any other person with respect to any
shares of Common Stock of the Issuer, including, but not limited to, transfer or
voting of any of the Common Stock, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit A Joint Filing Agreement dated May 21, 2004 between NRL
Acquisition Corp. and Nelson Resources Limited
Exhibit B Share Purchase Agreement dated as of May 17, 2004
between Central Asian Industrial Holdings N.V. and NRL
Acquisition Corp.
Exhibit C Warrant Assignment dated May 17, 2004, executed by
Central Asian Industrial Holdings N.V. in favor of NRL
Acquisition Corp.
Exhibit D Assignment Agreement dated as of May 17, 2004 between
Central Asian Industrial Holdings N.V. and NRL
Acquisition Corp.
Exhibit E Promissory Note dated May 17, 2004, executed by Nelson
Resources Limited in favor of Central Asian Industrial
Holdings N.V.
Exhibit F Pledge and Security Agreement dated as of May 17,
2004 between Central Asian Industrial Holdings N.V.
and NRL Acquisition Corp.
Exhibit G Guarantee Agreement dated as of May 17, 2004 between
Central Asian Industrial Holdings N.V. and Nelson
Resources Limited
Exhibit H Promissory Note dated May 10, 2002, executed by
Chaparral Resources, Inc. and Central Asian Petroleum
(Guernsey) Limited, as co-obligors, in favor of
Central Asian Industrial Holdings N.V. (incorporated
by reference to Exhibit 10.3 of the Form 10-Q of
Chaparral Resources, Inc. for the period ended March
31, 2002)
Exhibit I Stock Purchase Warrant dated May 10, 2002, issued by
Chaparral Resources, Inc. to Central Asian Industrial
Holdings N.V. (incorporated by reference to Exhibit
10.4 of the Form 10-Q of Chaparral Resources, Inc. for
the period ended March 31, 2002)
Exhibit J Master Agreement dated May 9, 2002 between Central
Asian Industrial Holdings N.V. and Chaparral
Resources, Inc. (incorporated by reference to Exhibit
10.1 of the Form 10-Q of Chaparral Resources, Inc. for
the period ended March 31, 2002)
Exhibit K Registration Agreement dated May 10, 2002 between
Central Asian Industrial Holdings N.V. and Chaparral
Resources, Inc. (incorporated by reference to Exhibit
10.5 of the Form 10-Q of Chaparral Resources, Inc. for
the period ended March 31, 2002)
SIGNATURE
After reasonable inquiry and to the best of his respective knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 21, 2004
NELSON RESOURCES LIMITED
By \s\ R. Frederick Hodder
-----------------------
R. Frederick Hodder
Chief Financial Officer
NRL ACQUISITION CORP.
By \s\ R. Frederick Hodder
-----------------------
R. Frederick Hodder
President
ANNEX A
INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
OF THE REPORTING PERSONS
A. NELSON RESOURCES LIMITED
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NAME AND BUSINESS ADDRESS POSITION WITH NELSON CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
RESOURCES LIMITED EMPLOYMENT
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Nick Zana Chief Executive United States of Chief Executive Officer and
Nelson Resources Limited Officer, Chairman and America Chairman
c/o Commonwealth & British Director Nelson Resources Limited
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Baltabek Kuandykov President and Director Kazakhstan President
Nelson Resources Limited Nelson Resources Limited
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Mirboulat Abuov Director Kazakhstan Director
Nelson Resources Limited Halyk Savings Bank of Kazakhstan,
c/o Commonwealth & British 3rd Floor, 58 Azerbaev Street,
Services Limited 480099 Almaty, Kazakhstan
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Askar Alshinbaev Director Kazakhstan Chief Executive Officer
Nelson Resources Limited Central Asian Industrial Holdings
c/o Commonwealth & British N.V.
Services Limited Scharlooweg 81, Curacao
19 Berkeley Street Netherlands Antilles
7th floor
London W1J 8ED Director
United Kingdom OJSC Kazkommertsbank, 25 Jandosov
Street, 480060 Almaty, Kazakhstan
---------------------------------- ------------------------ --------------------- ------------------------------------
Nurzhan Subkhanberdin Director Kazakhstan Chairman
Nelson Resources Limited Central Asian Industrial Holdings
c/o Commonwealth & British N.V.
Services Limited Scharlooweg 81, Curacao
19 Berkeley Street Netherlands Antilles
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NAME AND BUSINESS ADDRESS POSITION WITH NELSON CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
RESOURCES LIMITED EMPLOYMENT
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7th floor
London W1J 8ED Chairman of the Board of Directors
United Kingdom OJSC Kazkommertsbank
25 Jandosov Street, 480060 Almaty,
Kazakhstan
---------------------------------- ------------------------ --------------------- ------------------------------------
Arvind Tiku Director India Managing Director
Nelson Resources Limited Energy Investments International
c/o Commonwealth & British Ltd.,
Services Limited Office 1, 32 Zenkova Street,
19 Berkeley Street Almaty 480100, Kazakhstan
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Howard Miller Director United Kingdom Chairman
Nelson Resources Limited Avnel Gold Ltd.
c/o Commonwealth & British St. Paul's House, Warwick Lane
Services Limited London EC4P 4BN
19 Berkeley Street United Kingdom
7th floor
London W1J 8ED Director
United Kingdom Anglesey Mining Plc
Parys Mountain
Amlwca
Anglesey LL68 9RE
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Robert K. Connon Director Canada Retired executive of Chevron
Nelson Resources Limited Corporation (now Chevron Texaco)
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Peter Luis O. Gross Director Switzerland Chairman and Managing Director
Nelson Resources Limited Alyco Advisory AG
c/o Commonwealth & British Stockerstrasse 44, PO Box 1078
Services Limited 8039 Zurich
19 Berkeley Street Switzerland
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Aziz Ait-Said Director France Consultant
Nelson Resources Limited [Address]
c/o Commonwealth & British
Services Limited
19 Berkeley Street
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NAME AND BUSINESS ADDRESS POSITION WITH NELSON CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
RESOURCES LIMITED EMPLOYMENT
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7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Amanzhol Kabdolov Vice President, Kazakhstan Vice President, General Affairs
Nelson Resources Limited General Affairs Nelson Resources Limited
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
R. Frederick Hodder Chief Financial Officer United States of Chief Financial Officer
Nelson Resources Limited America Nelson Resources Limited
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
S.A. Sehsuvaroglu Senior Vice President, United States of Senior Vice President, Operations
Nelson Resources Limited Operations America Nelson Resources Limited
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
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B. NRL ACQUISITION CORP.
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NAME AND BUSINESS ADDRESS POSITION WITH NRL CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
ACQUISITION CORP. EMPLOYMENT
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R. Frederick Hodder Director and President United States of Chief Financial Officer
Nelson Resources Limited America Nelson Resources Limited
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
---------------------------------- ------------------------ --------------------- ------------------------------------
Annelie du Plessis Director and Secretary South Africa Group Financial Controller Nelson
Nelson Resources Limited Resources Limited
c/o Commonwealth & British
Services Limited
19 Berkeley Street
7th floor
London W1J 8ED
United Kingdom
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ANNEX B
BIOGRAPHIES OF NEW DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER
Simon K.J. Gill, age 48, has served as Regional Manager, in Kazakhstan,
of Nelson Resources Limited since November 2003. Prior to joining Nelson, Mr.
Gill worked for Texaco (now ChevronTexaco), a major international energy
company, from 1979 to 2003, and was General Manager of Texaco North Buzachi in
Kazakhstan between 1998 and 2003. Mr. Gill received a degree in mathematics from
the University of Windsor, Ontario, Canada. Mr. Gill is a citizen of the United
Kingdom, Trinidad and Canada. Mr. Gill has been appointed as a director and the
Chief Executive Officer of the Issuer.
R. Frederick Hodder, age 62, has served as Chief Financial Officer of
Nelson Resources Limited since July 2002. From 1998 to 1999, Mr. Hodder was
President of Kazakhstan Investment Management LLP. From 1995 to 1998, he served
as Senior Vice President of the Central Asian-American Enterprise Fund. Mr.
Hodder holds a bachelor of science degree in engineering from Stanford
University and a master of business administration degree from Harvard Business
School. Mr. Hodder is a citizen of the United States. Mr. Hodder has been
appointed as Chairman of the Board of Directors of the Issuer.
Miguel C. Soto, age 32, has served as Treasurer and Financial
Controller of the Issuer since November 2002. From June 2002 to November 2002,
he served as the Financial Controller of the Issuer. Prior to joining the
Issuer, Mr. Soto worked as a Tax Accountant for Arthur Andersen and spent
several years as a Staff Accountant for a technology company. Mr. Soto holds a
bachelors degree in business administration and accounting, with honors, from
the University of Houston. Mr. Soto is a citizen of the United States. Mr. Soto
has been appointed Chief Financial Officer of the Issuer.
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
Exhibit A Joint Filing Agreement dated May 21, 2004 between NRL
Acquisition Corp. and Nelson Resources Limited
Exhibit B Share Purchase Agreement dated as of May 17, 2004
between Central Asian Industrial Holdings N.V. and NRL
Acquisition Corp.
Exhibit C Warrant Assignment dated May 17, 2004, executed by
Central Asian Industrial Holdings N.V. in favor of NRL
Acquisition Corp.
Exhibit D Assignment Agreement dated as of May 17, 2004 between
Central Asian Industrial Holdings N.V. and NRL
Acquisition Corp.
Exhibit E Promissory Note dated May 17, 2004, executed by Nelson
Resources Limited in favor of Central Asian Industrial
Holdings N.V.
Exhibit F Pledge and Security Agreement dated as of May 17, 2004
between Central Asian Industrial Holdings N.V. and NRL
Acquisition Corp.
Exhibit G Guarantee Agreement dated as of May 17, 2004 between
Central Asian Industrial Holdings N.V. and Nelson
Resources Limited
Exhibit H Promissory Note dated May 10, 2002, executed by
Chaparral Resources, Inc. and Central Asian Petroleum
(Guernsey) Limited, as co-obligors, in favor of
Central Asian Industrial Holdings N.V. (incorporated
by reference to Exhibit 10.3 of the Form 10-Q of
Chaparral Resources, Inc. for the period ended March
31, 2002)
Exhibit I Stock Purchase Warrant dated May 10, 2002, issued by
Chaparral Resources, Inc. to Central Asian Industrial
Holdings N.V. (incorporated by reference to Exhibit
10.4 of the Form 10-Q of Chaparral Resources, Inc. for
the period ended March 31, 2002)
Exhibit J Master Agreement dated May 9, 2002 between Central
Asian Industrial Holdings N.V. and Chaparral
Resources, Inc. (incorporated by reference to Exhibit
10.1 of the Form 10-Q of Chaparral Resources, Inc. for
the period ended March 31, 2002)
Exhibit K Registration Agreement dated May 10, 2002 between
Central Asian Industrial Holdings N.V. and Chaparral
Resources, Inc. (incorporated by reference to Exhibit
10.5 of the Form 10-Q of Chaparral Resources, Inc. for
the period ended March 31, 2002)