NagaCorp Ltd. — Capital/Financing Update 2006

Nov 3, 2006

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

Unless otherwise defined in this announcement, terms defined in the prospectus of NagaCorp Ltd. (the “Company”) dated 6 October, 2006 (the “Prospectus”) have the same meanings when used in this announcement.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [187 x 43] intentionally omitted <==

NAGACORP LTD.

*****

(Incorporated in the Cayman Islands with limited liability)

Stock code: 3918

EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option referred to in the Prospectus was exercised in full by Kim Eng Securities on 2 November, 2006 in respect of the issue of 75,000,000 Shares at HK$1.43 per Share, representing 15% of the Shares initially offered under the Share Offer.

The Company announces that the Over-allotment Option referred to in the Prospectus was exercised in full by Kim Eng Securities on 2 November, 2006 in respect of the issue of 75,000,000 Shares (the “Over-allotment Shares”), representing 15% of the Shares initially offered under the Share Offer.

The Company will issue and allot the Over-allotment Shares, at HK$1.43 per Share (excluding brokerage fee of 1%, SFC transaction levy of 0.005% and Stock Exchange trading fee of 0.005%), being the Offer Price determined under the Share Offer. Kim Eng Securities, as the stabilizing manager, has borrowed 75,000,000 Shares from Tan Sri Dr Chen pursuant to the Stock Borrowing Agreement solely to cover over-allocations in the Placing. The Over-allotment Shares will be used to return the 75,000,000 Shares borrowed by Kim Eng Securities from Tan Sri Dr Chen under the Stock Borrowing Agreement.

Listing of and permission to deal in the Over-allotment Shares have already been granted by the Listing Committee of the Stock Exchange.

— 1 —

The changes in shareholding structure of the Company immediately before and after the issue of the Over-allotment Shares are illustrated as follows:

ShareholdersTan Sri Dr Chen1Cambodia DevelopmentCorporation2Selvione Limited3Public4Total	Immediately beforethe exercise ofOver-allotment OptionNo of SharesApproximate% of issuedshare capital1,230,769,87661.5%161,197,2288.1%2,291,7710.1%605,741,12530.3%2,000,000,000100.0%	Immediately afterthe exercise ofOver-allotment OptionNo of SharesApproximate% of issuedshare capital1,230,769,87659.3%161,197,2287.8%00.0%683,032,89632.9%2,075,000,000100.0%	Immediately afterthe exercise ofOver-allotment OptionNo of SharesApproximate% of issuedshare capital1,230,769,87659.3%161,197,2287.8%00.0%683,032,89632.9%2,075,000,000100.0%
			100.0%

Notes:

1. The 1,230,769,876 Shares held by Tan Sri Dr Chen immediately before the exercise of Over-allotment Option include his interest in the 75,000,000 Shares required to be returned to him under the Stock Borrowing Agreement.

2. Cambodia Development Corporation is a company incorporated in the British Virgin Islands that is ultimately owned by Tan Sri Dr Chen.

3. Selvione Limited which is an investment holding company wholly owned by Song Meng Kong, who was one of the first staff members of Ariston Sdn. Bhd. and was with the Group for more than 10 years prior to his resignation in February 2003. Selvione Limited held 2,291,771 Shares immediately before the exercise of Over-allotment Option. Selvione Limited disposed of all its shareholdings in the Company immediately after the exercise of Over-allotment Option.

4. The 605,741,125 Shares held by the public immediately before the exercise of Over-allotment Option exclude the 75,000,000 Shares over-allocated in the Placing.

The net proceeds from the issue of the Over-allotment Shares are approximately HK$102 million and the Directors presently intend to utilise such proceeds as to approximately HK$91 million for the development of gaming activities such as installation of gaming equipment and tables, and other ancillary equipment for the public gaming floor in the hotel lobby, as to approximately HK$10 million for the development of NagaWorld and as to approximately HK$1 million for general working capital.

— 2 —

As at the date this announcement, the Directors of the Company are:

Executive Directors

Tan Sri Dr Chen Lip Keong, David Martin Hodson, Tian Toh Seng, Lee Wing Fatt, Lew Shiong Loon, Monica Lam Yi Lin and John Pius Shuman Chong

Independent Non-executive Directors

Timothy Patrick McNally, Tun Dato’ Seri Abdul Hamid Bin Haji Omar, Wong Choi Kay and Zhou Lian Ji

By order of the Board NagaCorp Ltd. Timothy Patrick McNally Chairman

Hong Kong, 2 November, 2006

• For identification purposes only

Please also refer to the published version of this announcement in South China Morning Post.

— 3 —