Adm Energy Regulatory News (ADME)

14 March 2014

Astar Minerals plc

 ("Astar" or the "Company")

Circular posted to shareholders

The Company is pleased to announce that the circular is available on the Company's website which can be found at http://astarminerals.com/2014/03/14/astar-circular-14-3-14/. The text contained in the circular posted to shareholders today that relates specifically to the Placing and Share Consolidation can be found below.

For further information, please visit www.astarminerals.com or contact:

Extract from Circular

"Introduction

On the 25 April 2013, shareholders approved the disposal of the Company's operating subsidiary Astar Quadling Quarry Limited and its other Canadian assets. As a result of this, the Company became an investing company under Rule 15 of the AIM Rules.

Since then, the Company has reviewed and considered a number of investment and other opportunities. The Board, however, now believes that the future of the Company is better served by raising additional funds for investment and by strengthening the board. Under Rule 15 of the AIM Rules, the Company is required to implement its investing policy on or before 25 April 2014, otherwise the Existing Ordinary Shares will be suspended from trading. The Directors believe that the Placing and the additional Directors proposed to be appointed to the Board as referred to in this Circular will better enable the Company to pursue its investing policy. Furthermore, within its existing investment policy, the Company expects to look more closely at oil and gas opportunities within the oil and gas sector in Mexico which is currently undergoing major reforms.

Cornhill Capital has conditionally raised £1,050,000 before expenses, by way of a subscription for 105,000,000 New Ordinary Shares at a price of £0.01 per share. The proceeds of the Placing will be used to provide the Company with additional working capital to allow it to pursue its investing policy.

Conditional on closing of the Placing, Euan McAlpine will resign as a director and Andrew Frangos and Stefan Olivier will join the board as Non-Executive Chairman and Chief Executive Officer respectively. Lynda Chase-Gardener will become a Non-Executive Director and Nicholas Lee will remain a Non-Executive Director. Both Andrew and Stefan have significant experience of raising funds and developing small companies in the natural resources sector. In particular, they successfully founded and are developing North American Petroleum plc, an oil company focused on the US onshore oil sector, whose shares are traded on ISDX.

Recommendation

The Directors consider the Share Consolidation and the Placing to be in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend that you vote in favour of the Resolutions as they intend to do themselves in respect of their direct and indirect shareholdings totalling 87,901,805 shares representing approximately 29.6 per cent. of the share capital of the Company.

Should the Resolutions not be passed at the General Meeting and the Placing not be implemented, the Company would be less able to pursue its investment policy in a way to create value for shareholders.

Placing and dis-application of pre-emption rights

The Company, through Cornhill Capital, has conditionally raised £1,050,000 (before expenses) through the Placing of 105,000,000 New Ordinary Shares at a price of £0.01 per share conditional on the Resolutions being approved by Shareholders at the General Meeting. The net proceeds of the Placing are estimated at £950,000. Conditional upon the approval of the Resolutions at the General Meeting and as a result of completion of the Placing, the Placees will, in aggregate, hold approximately 78 per cent. of the then Enlarged Share Capital.

In order to facilitate the Placing, it is necessary for the Company to increase its authority to issue New Ordinary Shares and dis-apply pre-emption rights. Resolution 2 seeks the authority to allot New Ordinary Shares pursuant to the Placing, the exercise of the Warrants and to grant rights to subscribe for or to convert any security into such shares up to a nominal value of £935,827. It is proposed, in Resolution 3 that the Directors should be able to (i) allot shares and equity securities to complete the Placing and issue the Warrants, (ii) conduct rights issues and (iii) otherwise allot further shares and equity securities up to an aggregate nominal amount of £935,827 other than on a pre-emptive basis.

In each case, the authorities conferred by Resolutions 2 and 3 shall expire fifteen months after the passing of the relevant resolutions or at the conclusion of the next annual general meeting of the Company following the passing of this resolution, whichever occurs first.

Warrants

As part of the Placing, the Company has conditionally agreed to grant warrants to subscribe for 52,500,000 New Ordinary Shares to JIM Nominees Limited on behalf of Andrew Frangos, Stefan Olivier and Cornhill Capital. The Warrants shall vest upon the Company's closing share price trading at £0.02 per share for 30 consecutive trading days and are exercisable at the Placing Price at any time until the earlier of (i) five years from the closing of the Placing and (ii) three years from the vesting date. If exercised immediately following the Placing, JIM Nominees Limited would be entitled to 52,500,000 New Ordinary Shares equating to 28 per cent. of the Enlarged Share Capital of the Company.

Share consolidation

Following completion of the Placing, the Company would have a large number of Existing Ordinary Shares in issue if it did not complete the Share Consolidation. Therefore the Company is also proposing to undertake a restructuring of its share capital. In order to consolidate the number of Existing Ordinary Shares in issue and to allow the Proposals to proceed at an appropriate pricing, it is proposed to carry out the Share Consolidation. Following the Share Consolidation, the number of New Ordinary Shares will be more appropriate for a company of Astar's size in the UK market. Other than a change in nominal value, the New Ordinary Shares will carry equivalent rights under the Articles of Association to the Existing Ordinary Shares.

Under the Share Consolidation, it is proposed that the issued Existing Ordinary Shares will be consolidated so that every 10 Existing Ordinary Shares of £0.001 each will be consolidated into one New Ordinary Share of £0.01. Shareholders with a holding of Existing Ordinary Shares which is not exactly divisible by 10 will have their holdings rounded down to the nearest whole number of New Ordinary Shares. Holders of fewer than 10 Existing Ordinary Shares will not be entitled to receive any New Ordinary Shares following the Share Consolidation. Any fractions arising from the Share Consolidation will be aggregated and sold for the benefit of the Company.

All outstanding Options granted will be consolidated in the same way as the Existing Ordinary Shares. The Placing Shares will be allotted on a post-Share Consolidation basis.

Authority for the Share Consolidation will be sought by the proposal of the Resolution numbered 1 at the General Meeting. Following the Share Consolidation, replacement share certificates will be dispatched to Shareholders in respect of newly denominated New Ordinary Shares held in certificated form. Share certificates are expected to be dispatched during the week commencing 31 March 2014. Existing certificates will be void from 30 April 2014.

To effect the Share Consolidation, it will be necessary to issue an additional number of Existing Ordinary Shares so that the Company's issued ordinary share capital is exactly divisible by 10. These additional Existing Ordinary Shares will be issued to the secretary of the Company, pursuant to paragraph 2(a) of Resolution 2 (the "Allotment Resolution"). Since these additional Existing Ordinary Shares would only represent an entitlement to a fraction of a New Ordinary Share, this fraction would be sold in the market for the benefit of the Company.

Following the Share Consolidation, the Company's new SEDOL code will be BKRV544 and its new ISIN code will be GB00BKRV5441. Application will be made for the New Ordinary Shares to be admitted to trading on AIM.

In respect of Existing Ordinary Shares held in uncertificated form, CREST accounts will be credited with the newly denominated New Ordinary Shares on the record date for the Share Consolidation, being 31 March 2014.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PLACING STATISTICS

Note:

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. References to time in this document are to London time. The timetable above assumes that the Resolutions are passed at the General Meeting.

This Circular contains certain forward-looking statements which relate to future events. Such forward-looking statements reflect the Directors' current beliefs, are based on information currently available to the Directors and are based on reasonable assumptions at this date. While the Directors make these forward-looking statements in good faith, neither the Company nor its Directors can guarantee that any anticipated future results will be achieved.