SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

CHAPARRAL RESOURCES, INC.

(Name of Issuer)

Chaparral Resources, Inc.
Open Joint Stock Company
“Oil Company “LUKOIL”

(Name of Persons Filing Statement)

COMMON STOCK

(Title of Class of Securities)

159420207

(CUSIP Number of Class of Securities)

Alan D. Berlin	R. Joel Swanson, Esq.
Secretary	Baker Botts LLP
Chaparral Resources, Inc.	One Shell Plaza
2 Gannett Drive, Suite 418	910 Louisiana
White Plains, New York 10604	Houston, Texas 77002-4995
+1 (866) 599-3822	+1 (713) 229-1330
Vagit Alekperov	Richard J. Wilkie, Esq.
President	Akin Gump Strauss Hauer & Feld LLP
Open Joint Stock Company “Oil Company “LUKOIL”	Ducat Place II
Sretensky Blvd. 11	7 Gasheka Street
Moscow 101000 Russia	Moscow 123056 Russia
+7 (495) 927-4444	+7 (495) 783-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)

         This statement is filed in connection with (check appropriate box):

a.	þ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o The filing of a registration statement under the Securities Act of 1933.
c.	o A tender offer.
d.	o None of the above.

         Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. þ

         Check the following box if the filing is a final amendment reporting the results of the transaction. o

CALCULATION OF REGISTRATION FEE

TRANSACTION VALUATION*
$88,646,045.80 AMOUNT OF FILING FEE**
$9,485.13

*	For purposes of calculating the filing fee only. Determined by multiplying 15,283,801 shares of common stock, par value $0.0001 per share, of Chaparral Resources, Inc. by $5.80 per share. The number of shares of common stock is equal to the total number of outstanding shares of common stock of Chaparral Resources, Inc. entitled to receive the merger consideration.
**	In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2006 issued by the Securities and Exchange Commission on November 23, 2005, the amount of the filing fee was determined by multiplying $0.000107 by the transaction valuation.

         þ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$9,485.13
Form or Registration No.:	Schedule 14A
Filing Party:	Chaparral Resources, Inc.
Date Filed:	April 28, 2006

INTRODUCTION

     This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed by: (1) Chaparral Resources, Inc., a Delaware corporation (“Chaparral”), and the issuer of the equity securities that are the subject of the Rule 13e-3 transaction; (2) Open Joint Stock Company “Oil Company “LUKOIL” (“LUKOIL” and, together with Chaparral, the “Filing Persons”).

     Pursuant to an Agreement and Plan of Merger, dated as of March 13, 2006, among Chaparral, LUKOIL Overseas Holding Ltd. (“LUKOIL Overseas”) and NRL Acquisition Corp., NRL Acquisition will merge with and into Chaparral, and Chaparral will be the surviving corporation. Upon completion of the merger, each holder of issued and outstanding shares of Chaparral common stock will be entitled to receive $5.80 in cash, without interest, except for: (1) each share of Chaparral common stock held by LUKOIL Overseas or its affiliates, which will be converted into the right of Caspian Investments Resources Ltd., a company wholly owned indirectly by LUKOIL Overseas, to receive .00004361916 shares of the surviving corporation; (2) treasury shares of Chaparral common stock, which will be canceled and retired without any payment therefor; and (3) shares held by stockholders who properly exercise appraisal rights in accordance with Delaware law. Upon completion of the merger, Caspian Investments Resources Ltd. will be the sole stockholder of Chaparral as the surviving corporation.

     Concurrently with the filing of this Schedule 13E-3, Chaparral is filing an amendment to the preliminary proxy statement filed on April 28, 2006 (the “proxy statement”) pursuant to which Chaparral will notify its stockholders of, and solicit proxies from its stockholders for, a special meeting of stockholders for the purpose of approving the merger agreement. The information set forth in the proxy statement, including all schedules and exhibits thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the exhibits thereto.

ITEM 1.	SUMMARY TERM SHEET.
	The information contained in the sections entitled “SUMMARY TERM SHEET” and “QUESTIONS AND ANSWERS ABOUT THE MERGER” in the proxy statement is incorporated herein by reference.
ITEM 2.	SUBJECT COMPANY INFORMATION.
(a)	NAME AND ADDRESS. The information contained in the sections entitled “SUMMARY TERM SHEET” and “PARTIES TO THE MERGER” in the proxy statement is incorporated herein by reference.
(b)	SECURITIES. The information contained in the section entitled “MARKET AND MARKET PRICE—Number of Stockholders” in the proxy statement is incorporated herein by reference.
(c)	TRADING MARKET AND PRICE. The information contained in the section entitled “MARKET AND MARKET PRICE—Market Information” in the proxy statement is incorporated herein by reference.
(d)	DIVIDENDS. The information contained in the section entitled “MARKET AND MARKET PRICE—Dividends” in the proxy statement is incorporated herein by reference.
(e)	None.
(f)	PRIOR STOCK PURCHASES. The information contained in the sections entitled “COMMON STOCK PURCHASE INFORMATION” in the proxy statement is incorporated herein by reference.
ITEM 3.	IDENTITY AND BACKGROUND OF THE FILING PERSONS.
(a), (b), (c)	NAME AND ADDRESS; BUSINESS AND BACKGROUND ENTITIES; BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “PARTIES TO THE MERGER” and “WHERE YOU CAN FIND

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	MORE INFORMATION” in the proxy statement, and in Exhibit D to the proxy statement, is incorporated herein by reference. Chaparral, one of the Filing Persons, is also the subject company. During the last five years, none of the following persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws:
	1) to the best knowledge of Chaparral, each of Chaparral’s current directors or executive officers; and 2) to the best knowledge of LUKOIL, each current director or executive officer of LUKOIL.
ITEM 4.	TERMS OF THE TRANSACTION.
(a) (1)	TENDER OFFERS. Not applicable.
(a) (2) (i)	TRANSACTION DESCRIPTION. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “THE MERGER AGREEMENT” in the proxy statement is incorporated herein by reference.
(a) (2) (ii)	CONSIDERATION. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “THE MERGER—Payment of Merger Consideration and Surrender of Stock Certificates,” “THE MERGER AGREEMENT—Payment of Merger Consideration and Surrender of Stock Certificates” and “THE MERGER AGREEMENT— Merger Consideration” in the proxy statement is incorporated herein by reference.
(a) (2) (iii)	REASONS FOR TRANSACTION. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” and “SPECIAL FACTORS—Purpose and Structure of the Merger” in the proxy statement is incorporated herein by reference.
(a) (2) (iv)	VOTE REQUIRED FOR APPROVAL. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “THE SPECIAL MEETING—Vote Required” and “THE MERGER AGREEMENT—Conditions to the Merger” in the proxy statement is incorporated herein by reference.
(a) (2) (v)	DIFFERENCES IN THE RIGHTS OF SECURITY HOLDERS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “SPECIAL FACTORS—Effects of the Merger” in the proxy statement is incorporated herein by reference.
(a) (2) (vi)	ACCOUNTING TREATMENT. The information contained in the section entitled “THE MERGER—Anticipated Accounting Treatment of the Merger” in the proxy statement is incorporated herein by reference.
(a) (2) (vii)	INCOME TAX CONSEQUENCES. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “THE MERGER— Material United States Federal Income Tax Consequences” in the proxy statement is incorporated herein by reference.
(c)	DIFFERENT TERMS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Effects of the Merger” and “THE MERGER AGREEMENT—Payment of Merger Consideration and Surrender of Stock Certificates” in the proxy statement is incorporated herein by reference.

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(d)	APPRAISAL RIGHTS. The information contained in the sections entitled “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “THE MERGER — Appraisal Rights” in the proxy statement is incorporated herein by reference.
(e)	PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The information contained in the sections entitled “THE SPECIAL MEETING—Record Date and Voting Rights,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS — Provisions for Unaffiliated Stockholders” and “THE MERGER—Appraisal Rights” in the proxy statement is incorporated herein by reference.
(f)	ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5.	PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)	TRANSACTIONS. The information contained in the sections entitled “COMMON STOCK PURCHASE INFORMATION” and “SPECIAL FACTORS—Certain Relationships and Related Transactions” in the proxy statement is incorporated herein by reference.
(b), (c)	SIGNIFICANT CORPORATE EVENTS; NEGOTIATIONS OR CONTACTS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Effects of the Merger” and “COMMON STOCK PURCHASE INFORMATION” in the proxy statement is incorporated herein by reference.
(e)	AGREEMENTS INVOLVING THE SUBJECT COMPANY’S SECURITIES. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Effects of the Merger” and “THE MERGER AGREEMENT” in the proxy statement is incorporated herein by reference.
ITEM 6.	PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b)	USE OF SECURITIES ACQUIRED. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Effects of the Merger” and “THE MERGER AGREEMENT—Payment of Merger Consideration and Surrender of Stock Certificates” in the proxy statement is incorporated herein by reference.
(c)	PLANS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Effects of the Merger,” “THE MERGER AGREEMENT” and “SPECIAL FACTORS—Plans for Chaparral” in the proxy statement is incorporated herein by reference.
ITEM 7.	PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (c)	PURPOSES; REASONS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger,” “SPECIAL FACTORS—Position of LUKOIL and NRL Acquisition as to Fairness” and “SPECIAL FACTORS—Purpose and Structure of the Merger” in the proxy statement is incorporated herein by reference.
(b)	ALTERNATIVES. The information contained in the sections entitled “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger” and “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” in the proxy statement is incorporated herein by reference.

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(d)	EFFECTS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger,” “SPECIAL FACTORS—Position of LUKOIL and NRL Acquisition as to Fairness,” “SPECIAL FACTORS—Effects of the Merger,” “THE MERGER — Estimated Fees and Expenses of the Merger,” “THE MERGER— Material United States Federal Income Tax Consequences,” “THE MERGER AGREEMENT” and “SPECIAL FACTORS—Certain Benefits and Detriments of the Merger” in the proxy statement is incorporated herein by reference.
ITEM 8.	FAIRNESS OF THE TRANSACTION.
(a), (b)	FAIRNESS; FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger,” “SPECIAL FACTORS—Position of LUKOIL and NRL Acquisition as to Fairness,” “SPECIAL FACTORS—Purpose and Structure of the Merger,” “SPECIAL FACTORS—Opinion of Financial Advisor to the Special Committee” and “SPECIAL FACTORS—Presentations of LUKOIL’s Financial Advisors” in the proxy statement, and in Exhibit C to the proxy statement, “Opinion of Petrie Parkman & Co., Inc. dated March 10, 2006” is incorporated herein by reference.
(c)	APPROVAL OF SECURITY HOLDERS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “THE SPECIAL MEETING—Record Date and Voting Information,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” and “THE MERGER AGREEMENT—Conditions to the Merger,” in the proxy statement is incorporated herein by reference.
(d)	UNAFFILIATED REPRESENTATIVE. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” and “SPECIAL FACTORS—Opinion of Financial Advisor to the Special Committee” in the proxy statement is incorporated herein by reference.
(e)	APPROVAL OF DIRECTORS. The information contained in the sections entitled “SUMMARY TERM SHEET”, “QUESTIONS AND ANSWERS ABOUT THE MERGER,” “SPECIAL FACTORS—Background of the Merger” and “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger” and “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” in the proxy statement is incorporated herein by reference.
(f)	OTHER OFFERS. The information contained in the sections entitled “SPECIAL FACTORS—Background of the Merger” and “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger” and “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” in the proxy statement is incorporated herein by reference.
ITEM 9.	REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) — (c)	REPORT, OPINION, OR APPRAISAL; PREPARER AND SUMMARY OF THE REPORT; AVAILABILITY OF DOCUMENTS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger,”

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	“SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger,” “SPECIAL FACTORS—Opinion of Financial Advisor to the Special Committee,” “WHERE STOCKHOLDERS CAN FIND MORE INFORMATION” and “SPECIAL FACTORS—Presentations of LUKOIL’s Financial Advisors” in the proxy statement, and in Exhibit C to the proxy statement, “Opinion of Petrie Parkman & Co., Inc. dated March 10, 2006,” is incorporated herein by reference.
ITEM 10.	SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d)	SOURCE OF FUNDS; CONDITIONS; BORROWED FUNDS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “THE MERGER—Merger Financing; Sources of Funds” in the proxy statement is incorporated herein by reference.
(c)	EXPENSES. The information contained in the sections entitled “SUMMARY TERM SHEET,” “THE SPECIAL MEETING—Proxy Solicitation,” “THE MERGER—Estimated Fees and Expenses of the Merger” and “THE MERGER AGREEMENT—Fees and Expenses” in the proxy statement is incorporated herein by reference.
ITEM 11.	INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)	SECURITIES OWNERSHIP. The information contained in the sections “SPECIAL MEETING—Vote Required,” “SPECIAL FACTORS—Interests of Directors and Officers in the Merger” and “COMMON STOCK PURCHASE INFORMATION” in the proxy statement, and in Exhibit D to the proxy statement, is incorporated herein by reference.
(b)	SECURITIES TRANSACTIONS. The information contained in the sections entitled “COMMON STOCK PURCHASE INFORMATION” in the proxy statement, and in Exhibit D to the proxy statement, is incorporated herein by reference.
ITEM 12.	THE SOLICITATION OR RECOMMENDATION.
(d)	INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “THE SPECIAL MEETING—Record Date and Voting Rights” in the proxy statement is incorporated herein by reference.
(e)	RECOMMENDATIONS TO OTHERS. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” “SPECIAL FACTORS—Reasons for the Special Committee’s Determination; Fairness of the Merger” and “SPECIAL FACTORS—Reasons for our Board of Directors’ Determination; Fairness of the Merger” in the proxy statement is incorporated herein by reference.
ITEM 13.	FINANCIAL STATEMENTS.
(a)	FINANCIAL INFORMATION. The information contained in the sections entitled “CHAPARRAL RESOURCES, INC. SELECTED HISTORICAL FINANCIAL DATA,” “RATIO OF EARNINGS TO FIXED CHARGES” and “WHERE STOCKHOLDERS CAN FIND MORE INFORMATION” in the proxy statement, and in Item 8, “Financial Statements and Supplementary Data,” of Chaparral’s most recent Annual Report on Form 10-K, is incorporated herein by reference.
(b)	PRO FORMA INFORMATION. Not applicable.
ITEM 14.	PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b)	SOLICITATIONS OR RECOMMENDATIONS; EMPLOYEES AND CORPORATE ASSETS. The information contained in the sections entitled “SPECIAL FACTORS—Presentations of LUKOIL’s Financial Advisors,” “THE SPECIAL MEETING—Proxy Solicitation” and “THE MERGER—Estimated Fees and Expenses of the Merger” is incorporated herein by reference.

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ITEM 15.	ADDITIONAL INFORMATION.
(b)	OTHER MATERIAL INFORMATION. The information contained in the sections entitled “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER” and “THE MERGER—Litigation Relating to the Merger” in the proxy statement is incorporated herein by reference.
ITEM 16.	EXHIBITS.
(a)(1)	Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2006 (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(2)	Preliminary form of Proxy Card, filed with the Securities and Exchange Commission together with the Preliminary Proxy Statement on Schedule 14A on April 28, 2006 (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(3)	Press Release, dated March 13, 2006 (incorporated hereby by reference to Exhibit 99.1 to Chaparral’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2006).
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(b)	Not applicable.
(c)(1)	Fairness Opinion of Petrie Parkman & Co., Inc. dated March 10, 2006 (incorporated herein by reference to Exhibit C to the Preliminary Proxy Statement).
(c)(2)	Written Materials of Petrie Parkman & Co., Inc. presented to the Special Committee of the Board of Directors of Chaparral Resources, Inc. on March 10, 2006
(c)(3)	Written Materials of Petrie Parkman & Co., Inc. presented to the Special Committee of the Board of Directors of Chaparral Resources, Inc. on January 27, 2006
(c)(4)	Written Materials of Petrie Parkman & Co., Inc. presented to the Special Committee of the Board of Directors of Chaparral Resources, Inc. on February 21, 2006
(c)(5)	Fairness Opinion of BMO Nesbitt Burns dated October 28, 2005
(c)(6)	Valuation Report of Aton Capital Limited dated January 13, 2006
(c)(7)	Valuation Report of Aton Capital Limited dated March 13, 2006
(d)	Agreement and Plan of Merger, dated as of March 13, 2006, among Chaparral, Lukoil and NRL Acquisition (incorporated herein by reference to Exhibit A to the Preliminary Proxy Statement).
(f)	Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Exhibit B to the Preliminary Proxy Statement).
(g)	Not applicable.

SIGNATURES

     After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: June 19, 2006

CHAPARRAL RESOURCES, INC.
By:	/s/ Charles Talbot
	Vice President Finance and Chief Financial Officer
OPEN JOINT STOCK COMPANY "OIL COMPANY "LUKOIL''
By:	/s/ Oktay Movsumov
	Attorney in fact for Vagit Alekperov, President

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EX-99.C2

Exhibit (c)(2)

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Exhibit (c)(3)

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EX-99.C4

Exhibit (c)(4)

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EX-99.C5

Exhibit (c)(5)

BMO Nesbitt Burns

Investment & Corporate Banking

1 First Canadian Place

4th Floor

Toronto, ON M5X 1H3

Tel.: (416) 359-4001

October 28, 2005

The Special Committee of the Board of Directors
Nelson Resources Limited
7th Floor
19 Berkley Street
London W1J 8ED
United Kingdom

To the Members of the Special Committee:

               BMO Nesbitt Burns Inc. (“BMO Nesbitt Burns”) understands that Nelson Resources Limited (“Nelson”) has entered into an Agreement to Amalgamate dated October 13, 2005 (the “Agreement to Amalgamate”) with LUKOIL Overseas Holding Ltd. (“Lukoil”) and Caspian Investment Resources Ltd. (“Caspian”) providing for the amalgamation and merger of Nelson and Caspian (the “Amalgamation”), pursuant to which Lukoil will effectively acquire all of the outstanding shares of Nelson not already directly or indirectly owned by it for cash consideration of US$2.1962 per share. The Amalgamation is conditional upon, among other things, approval by a minimum of 75% of the votes cast in person or by proxy by Nelson shareholders at a special meeting of shareholders to be held to consider the Amalgamation.

               We further understand that Lukoil has acquired an aggregate of 566,393,162 shares of Nelson from former shareholders of Nelson (collectively, the “Supporting Shareholders”), representing approximately 65% of the outstanding shares of Nelson assuming the exercise of all in-the-money options and rights, pursuant to agreements (the “Lock-Up Agreements”) which the Supporting Shareholders entered into with Lukoil on or about September 30, 2005.

Engagement

               BMO Nesbitt Burns was engaged pursuant to an agreement dated September 30, 2005 (the “Engagement Agreement”) to act as financial advisor to a special committee of the Board of Directors of Nelson (the “Special Committee”) with respect to, among other things, any proposal to acquire control of Nelson. In connection with that engagement, BMO Nesbitt Burns was originally requested to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to the shareholders of Nelson other than the Supporting Shareholders of the consideration to be received by the shareholders of Nelson pursuant to the transaction that was then being proposed by Lukoil. BMO Nesbitt Burns has now been requested to provide our opinion to the Special Committee as to the fairness, from a financial point of view, of the

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consideration to be received by the shareholders of Nelson other than Lukoil and its affiliates (the “Minority Shareholders”) pursuant to the Amalgamation.

               BMO Nesbitt Burns has not been asked to prepare, and has not prepared, a valuation of Nelson, or any of its securities or assets, and this opinion should not be construed as such. BMO Nesbitt Burns has also not been engaged to express an opinion with respect to the form of the transaction with Lukoil or to provide a recommendation to any Nelson shareholder as to whether to vote in favor of the Amalgamation, and this opinion should not be construed as such. BMO Nesbitt Burns was similarly not engaged to review any legal, tax or accounting aspects of the Amalgamation. In addition, our opinion does not address the relative merits of the Amalgamation as compared to any other possible transaction for the acquisition of shares of Nelson or any other possible transaction involving Nelson, its assets or its securities.

               Our opinion is not, and should not be construed as, advice as to the price at which Nelson shares may trade at any future date.

               For its services under the Engagement Agreement, BMO Nesbitt Burns will receive a fee regardless of whether the Amalgamation is successfully completed. In addition, BMO Nesbitt Burns is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by Nelson in respect of certain liabilities which may be incurred by BMO Nesbitt Burns in connection with the provision of its services.

               BMO Nesbitt Burns is not an insider, associate or affiliate (as defined in the Securities Act (Ontario)) of Nelson or Lukoil or any of its associates or affiliates (collectively, the “Interested Parties”). BMO Nesbitt Burns acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of the Interested Parties and may have executed or may execute transactions for the Interested Parties for which it received or may receive compensation. BMO Nesbitt Burns conducts research on securities and may, in the ordinary course of its business, provide investment advice to its clients, including the Interested Parties, on investment matters.

               There are no understandings, agreements or commitments between BMO Nesbitt Burns and the Interested Parties with respect to any future business dealings. BMO Nesbitt Burns may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for, and Bank of Montreal may provide banking services to, the interested Parties.

Credentials of BMO Nesbitt Burns

               BMO Nesbitt Burns is one of Canada’s largest investment banking firms with operations in all facets of corporate and government finance. mergers and acquisitions, equity and fixed income sales and trading and investment research. BMO Nesbitt Burns has participated in a significant number of transactions involving public and private companies in the oil and gas industry, and has extensive experience in preparing valuations and fairness opinions.

               The opinion expressed herein is the opinion of BMO Nesbitt Burns. the form and content of which have been approved for release by a committee of its directors and other

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professionals, each of whom is experienced in merger, acquisition, divestiture, valuation and fairness opinion matters.

Scope of Review

               In preparing this opinion, BMO Nesbitt Burns has reviewed and/or relied upon, among other things, the following:

Amalgamation documents:

(a)	The letter agreement between Nelson and Lukoil dated September 29, 2005 pursuant to which Nelson and Lukoil agreed to pursue the negotiation of a definitive agreement for the acquisition by Lukoil of all of the shares of Nelson;
(b)	The Agreement to Amalgamate;

Financial disclosure:

(c)	Audited consolidated financial statements, Management’s Discussion and Analysis and Annual Information Forms of Nelson as at and for the years ended December 31, 2004, 2003 and 2002;
(d)	Interim unaudited consolidated financial statements and reports of Nelson for the three and six month periods ended June 30, 2005 and the three months ended March 31, 2005, and the accompanying Management’s Discussion and Analysis;
(e)	Information circular for the annual meeting of shareholders of Nelson held on June 10, 2005;
(f)	Public information related to the business, operations, financial performance and trading history of Nelson and other selected oil and gas companies, as we considered relevant;

Reserve and other evaluation information:

(g)	The evaluation report, effective December 31. 2004, of McDaniel & Associates Consultants Ltd., of Calgary, Alberta (“McDaniel”), regarding the crude oil reserves of the Alibekmola, Kozhasai, North Buzachi and Karakuduk fields of Western Kazakhstan (collectively, the “Production Assets”);
(h)	The mid-year 2005 update evaluation report of McDaniel, regarding the crude oil reserves of the Production Assets;
(i)	The reserve estimates, as prepared by Nelson management, regarding the crude oil reserves of the Arman field of Western Kazakhstan, as contained in the unaudited consolidated financial statements and reports of Nelson for the three and six months ended June 30, 2005;

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(j)	The Zhambai Option Agreement dated February 6, 2002 and subsequently updated December 19 , 2003;
(k)	Summaries of undeveloped land positions as at December 31, 2004 as prepared by Nelson management;

Other information, interviews and discussions:

(l)	Financial and operating information, including internal management forecasts, prepared by or obtained from Nelson;
(m)	Discussions with senior officers of Nelson regarding financial results, budgets and business plans, key assets and obligations, development projects and abandonment and site reclamation obligations;
(n)	Other information provided by Nelson relating to its assets, operations and obligations;
(o)	Due diligence meetings with the management, reserve engineers and legal counsel of Nelson;
(p)	Public information relating to the political and business environment in Kazakhstan and recent transactions and developments specific to the oil and gas sector in Kazakhstan; and
(q)	Such other financial, market, corporate and industry information, research reports. investigations, discussions and analysis, research and testing of assumptions as we considered necessary or appropriate in the circumstances.

               BMO Nesbitt Burns has been instructed by the Special Committee. and not other members of the board of directors or management of Nelson, in connection with the preparation of this opinion.

Assumptions and Limitations

               BMO Nesbitt Burns has relied, without independent verification, upon all financial and other information that was obtained by us from public sources or that was provided to us by or on behalf of Nelson and its advisors or otherwise. We have assumed that all such information was complete and accurate and did not omit to state any material fact or any fact necessary to be stated to make that information not misleading. Our opinion is conditional upon such completeness and accuracy and not omitting such facts. We have not conducted any independent investigation to verify the completeness or accuracy of any of such information. With respect to the financial forecasts and budgets provided to us and used in our analysis, we have assumed that such forecasts and budgets have been reasonably prepared on the basis reflecting the best currently available estimates and judgment of senior management of Nelson as to the matters covered thereby. Senior management of Nelson have represented to us, in a certificate delivered as of the date hereof. that, among other things (i) the information, opinions and other materials (collectively, the “information”) provided to us were complete, true and

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correct in all material respects at the date as of which the Information was provided to us, (ii) the Information did not, and does not, contain any untrue statement of or omit to state a material fact in respect of Nelson or the Amalgamation necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided, and (iii) since the dates as of which the Information was provided, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of Nelson, and no change has occurred in any material fact which is of a nature as to render the Information, or any part thereof, untrue or misleading in any material respect or which would have or would reasonably be expected to have a material effect on this opinion. We were not given access to, and did not review, the Lock-up Agreements.

               This opinion is based on the securities markets, economic, general, business and financial conditions prevailing as of the date of this opinion and the conditions and prospects, financial and otherwise, of Nelson as they were reflected in the information reviewed by us. In our analysis and in preparing this opinion, BMO Nesbitt Burns has made numerous assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of any party involved in the Amalgamation.

               This opinion is provided to the Special Committee for its use only and may not be relied upon by any other person. BMO Nesbitt Burns disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting this opinion which may come or be brought to the attention of BMO Nesbitt Burns after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting this opinion after the date hereof, BMO Nesbitt Burns reserves the right to change, modify or withdraw this opinion.

               This opinion should not be construed as a recommendation with respect to the Amalgamation.

Fairness Conclusion

               Based upon and subject to the foregoing, BMO Nesbitt Burns is of the opinion that, as of the date hereof, the consideration to be received by the Minority Shareholders pursuant to the Amalgamation is fair, from a financial point of view.

Yours very truly,

/s/ BMO Nesbitt Burns Inc.

BMO Nesbitt Burns Inc.

EX-99.C6

Exhibit (c)(6)

Project Chicago Valuation Summary January 13, 2006

Disclaimer Under no circumstances is this document to be used or considered as an offer to sell, or a solicitation of any offer to buy any security. Aton does not make any warranties with regard to the results to be obtained from its use and shall have no liability for any claims, losses or damages arising from or occasioned by any inaccuracy, error, delay, or omission, or from use of this document or actions taken in reliance on the information contained in the document. This document or any portion hereof is confidential and may not be reprinted, sold or redistributed without the prior written consent of Aton.

Valuation Methods Discounted cash flow analysis - key method Precedent transactions multiples - secondary method Comparable trading multiples - additional check

Approach 1. Value 100% of KKM Field X 60% = 2. Estimate 100% of Chicago Equity Value X 37% = 3. Assess minority stake in Chicago

Discounted Cash Flow Analysis PROJECT CHICAGO SUMMARY DCF VALUATION (US$ mm) 2006 2007 2008 2009 2010 Revenue 212.88 212.54 200.69 210.53 178.95 Operating Expenses 50.11 56.53 61.58 65.45 57.65 EBITDA 135.43 128.50 112.50 117.32 96.31 Depreciation 29.97 33.80 36.61 38.55 32.95 EBIT 105.46 94.70 75.89 78.78 63.36 (-) Income Taxes 31.29 28.72 23.62 25.01 20.95 (-) Capex 35.00 35.00 35.00 35.00 15.00 (-) Changes in WC 9.13 (0.04) (1.57) 1.30 (4.18) (+) Depreciation 29.97 33.80 36.61 38.55 32.95 FREE CASH FLOW 60.02 64.83 55.45 56.02 64.53 NET FCF (225.36) 64.83 55.45 56.02 64.53 IRR 19.4% PV of FCF $305.82 TV @ 1% Perpetuity (3.80) ENTERPRISE VALUE $302.02 Net Debt (Cash) 16.64 KKM EQUITY VALUE 285.38 CHICAGO EQUITY VALUE $171.23 IMPLIED SHARE PRICE $4.15

Precedent Transaction Multiples PROJECT CHICAGO SELECTED COMPARABLE TRANSACTION ANALYSIS (US$ in Millions. Except Ratios. Reserve and Production Data) Seller / Buyer Total Deal Value Non-E&P Assets Implied E&P Value Net Debt EV/ EBITDA 2P Reserves EV / 2P Reserves Production EV / Production (mm bbls) ($/bbl) (mm bbls) ($/bbl) PETROKAZAKHSTAN/CNPC 4,165.76 420.00 3,745.76 (156.49) 4.49 462.75 7.76 40.15 89.40 NELSON / LUKOIL 2,000.00 _ 2,000.00 60.19 5.89 257.23 8.01 12.41 166.01 AVERAGE MULTIPLE 5.19 7.88 127.70 KKM DATA 2005E Multiple EV EBITDA 93.12 5.19 482.96 2P Reserves 63.2 7.88 498.19 Production 3.87 127.70 494.21 AVERAGE ENTERPRISE VALUE 491.79 Net Debt (Cash) 16.64 KKM EQUITY VALUE $475.15 CHICAGO EQUITY VALUE $285.09 IMPLIED SHARE PRICE $6.91

Chicago Share Price Dynamics

Results DCF analysis produced base case valuation of $4.15 per share that is at about 20% discount to the current share price of $5.25. Transaction multiples method based on two most relevant deals gives an implied price of $6.91 per share Analysis of recent share price of Chicago leads to a wide price range of $5-$7 per share where trading volume soars with very strong selling supported by record turnover at $7 per share Knowing that the total minority stake in Chicago is not more than 37% (about 15.3 million shares) and assuming potential bid price corridor of $5-$7 per share the total size of the deal will be in a range of $76-$107 million In order to come up with a single starting bid price we suggest to use an average of our DCF ($4.15 per share) and Multiple ($6.91 per share) valuations. The result would be an offer price of $5.53 per share that lies in a lower quartile within projected price range and is 9% premium to 30 days average share price. Total deal size in this case is $84.6 million. 8.5% 18.0% 18.4% 28.8% 28.3% 39.5% 5.50 6.00 6.50 Premium (discount) to average price Bid Average Price Price 30 Days 60 Days 5.07 4.66

EX-99.C7

Exhibit (c)(7)

Project Chicago Valuation Summary March 13, 2006

Disclaimer Under no circumstances is this document to be used or considered as an offer to sell, or a solicitation of any offer to buy any security. Aton does not make any warranties with regard to the results to be obtained from its use and shall have no liability for any claims, losses or damages arising from or occasioned by any inaccuracy, error, delay, or omission, or from use of this document or actions taken in reliance on the information contained in the document. This document or any portion hereof is confidential and may not be reprinted, sold or redistributed without the prior written consent of Aton.

Valuation Methods Discounted cash flow analysis - key method Precedent transactions multiples - secondary method Comparable trading multiples - additional check

Approach 1. Value 100% of KKM Field 2. Estimate 100% of Chicago Equity Value 3. Assess minority stake in Chicago X 60% = X 37% =

Discounted Cash Flow Analysis

Precedent Transaction Multiples

Chicago Share Price Dynamics Chicago Share Price Dynamics

Results DCF analysis produced base case valuation of $4.15 per share that is at about 28% discount to the current share price of $5.3. Transaction multiples method based on two most relevant deals gives an implied price of $6.91 per share Analysis of recent share price of Chicago leads to a wide price range of $5-$7 per share where trading volume soars with very strong selling supported by record turnover at $7 per share Knowing that the total minority stake in Chicago is not more than 37% (about 15.3 million shares) and assuming potential bid price corridor of $5-$7 per share the total size of the deal will be in a range of $76-$107 million In order to come up with a single starting bid price we suggest to use an average of our DCF ($4.15 per share) and Multiple ($6.91 per share) valuations. The result would be an offer price of $5.53 per share that lies in a lower quartile within projected price range and is 7% premium to 30 days average share price. Total deal size in this case is $84.6 million. Premium (discount) to average price average price average price average price