NAMIBIAN COPPER MINES INC
8-K, EX-99.1, 2000-06-16
NON-OPERATING ESTABLISHMENTS
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                   The People's Government of Zichang County

                               Zichang Government Document Issuance NO: (2000)3


              THE PEOPLE'S GOVERNMENT OF ZICHANG COUNTY'S LETTER OF
               INVITING WUHAN PENGLIGN GROUP, AUSTRALIA SYNTEK AND
            AMERICA ASHI TO INVESTIGATE AND EXPLOIT OIL RESOURCES IN
                                 ZICHANG COUNTY.


Wuhan Pengling Group, Australia SYNTEK and America ASHI,

At the time of Overall  Implementation  of the grand western  China  development
strategy and in order to turn our resources advantages into economic advantages,
This County warmly welcome  investors from home and abroad to invest and exploit
oil resources.

                       The People's Government of Zichang County (Official Seal)
                                  May 25, 2000

Office of the People's Government of Zichang County
Issued and printed on May 25, 2000


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                                   MEMORANDUM

              Between Wuhan Pengling Group Co., Ltd. And Australia
                            SYNTEX International Ltd.


                                  May 29, 2000

Invited by MR. Cheng Chunlin, president of Wuhan Pengling Group,  representative
delegation  (Mr.  Derek  Satterthwaite,  Mr. David Hannon and Mr. Steven Liu) of
Australia  SYNTEX  Company led by Mr.  Alan Doyle  Chairman of the board of ASHI
visits  China Wuhan on May 28, 2000,  and received  warmly by leaders from Wuhan
Municipal  People's  Government,  Wuhan  Municipal  Foreign  Investment  Office,
banking peoples, news media.

Representative  delegation of SYNTEX Company has made a friendly and cooperative
discussion  with on cooperative  development on oil and cooperation in extensive
fields with the following points:

Chinese representatives:
Mr. Cheng Chunlin, president of Wuhan Pengling Group
Mr. Zhang Fusheng, consultant of Wuhan Pengling Group
Mr. Hou Fei, general manager of Qinghan Drilling Exploitation Company, a solely-
    owned subsidiary of Pengling Group
Mr. Wang Jinchun, vice General manager of Qinghan Drilling Exploitation Company,
     a solely-owned subsidiary of Pengling Group
Mr. Zhu Zhiyang, office director of Wuhan Pengling Group
Mr. Wang Hao,  office director of  Foreign  Investment Office  of  the  People's
     Government of Wuhan municipality

Mr. Ding Daiming, business director of Foreign Investment Office of The People's
     Government of Wuhan municipality
Foreign representatives:
Mr. Alan Doyle, chairman of the board of ASHI
Mr. David Hannon, executive director of Doyle Capital Partners Pty Ltd.
Mr. Derek Satterthwaite, consultant of ASHI
Mr. Steven Liu, consultant of ASHI

1. Mr. Cheng Chunlin,  president of Wuhan Pengling Group  introduces the general
situation of Pengling Group.  Besides the oil exploitation,  Pengling group also
provides  cooperative  projects such as: Hubei Yangxin Copper Mine  Development,
Waterproof  and   heat-resistent   building  materials   production,   Fruitlike
Extra-sweet  Corn  Plantation,  and is willing to  cooperate  in more  extensive
fields, for which australia delegation shows great interest.

2. Mr. Hou Fei,  General manager of Qinghan  Drilling  Exploitation  Company,  a
solely-owned  subsidiary of Pengling Group, briefs on situation of Shanxi Qinhan
Drilling   Exploitation   Company  and  answers  Australian  friends'  questions
concerning oil field production technology, management and operation, and raises
an initial cooperation plan for two sides: cooperate with Australia Company


<PAGE>


based on  joint-venture  of total assets of Pengling Group Qinghan  drilling and
Exploitation  Company including the ten oil production wells and the forty wells
with exploitation licenses.

3. Australia  representatives initially agrees with the initial cooperation plan
put forward by Pengling  Group,  raises the question  whether it is necessary to
set up a joint-venture between the two sides. At present it shall exploit oil in
shanxi Province.  Australian guests also hope Pengling can acquire  exploitation
right to establish 250 more oil wells, and they are able to funding more money.

4. both parties agree that ASHI Company invest and develop the forty unexploited
oil wells owned by Penglin Group in Shanxi Province and Australian  partner owns
80 percent of the total share and be in charge of its management and operation.

5. Both parties  agree that the ten  production  wells of Penglin  Group will be
brought into scope of cooperation by purchase or increasing Pengling's share.

6. Both parties agree that this cooperation project corresponding to the Western
China Grand Development Strategy shall gain China's  government's  encouragement
and support.

7.  Both  parties  feel  pleased  with the  discussion  result  and speed up the
preparation work for further step.

8. Pengling Group will accompany Australian representatives to Zichang County to
make a spot investigation.

9. In the very near future Australia  partner will send  technological  stuff to
Zichang County to make a technological investigation.

10.  After the  technological  investigation,  both  parties  will make  another
business discussion and sign a formal cooperation agreement.


President of Pengling Group                          Chairman of ASHI
Mr. Cheng Chunlin's Signature:                       Mr. Alan Doyle's Signature:
/s/ Cheng Chunlin [signed in Chinese characters]     /s/ Alan Doyle


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