ADV.L Regulatory News (ADV)

9 December 2013

CEB Resources plc

("CEB" or "the Company")

Completion of Proposals

Further to its announcement on 22 November 2013, CEB Resources plc (AIM: CEB) is pleased to announce that each of the proposals set out within the Circular to shareholders dated 30 October 2013 has come into effect today, including, inter-alia;

· completion of the Placing of 10,839,750 new ordinary shares at £0.02 per share to raise £216,795 before expenses;

· the proposed board changes;

· new investing policy; and

· the appointment of Peterhouse Corporate Finance as Joint Broker to the Company

New Chairman Cameron Pearce commented: "This is an exciting time for CEB and we look forward to implementing our new investment policy for the benefit of our shareholders".

Full Details

Completion of Placing

In connection with the Placing, application has been made for i) the 10,839,750 new Ordinary Shares issued to Placees; and ii) the 1,750,000 new Ordinary Shares issued in aggregate to Peterhouse and N+1 Singer to be admitted to trading on AIM ("Admission"). Admission will occur at 8.00 am today. Following Admission, the total number of voting rights in the Company will be 146,289,750 ordinary shares. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

The Company has also issued to placees under the Placing 10,839,750 warrants to subscribe for Ordinary Shares at £0.02 per share, which are exercisable for 60 months from the date of Admission.

Board changes

Immediately following completion of the Placing, Eitan Milgram, Yossi Raucher and Tim Walker will resign from the Board. Simultaneously, Cameron Pearce will be appointed to the Board as Non-executive Chairman and Jeremy King will join the Board as Non-executive Director.

Cameron Pearce, B.Com, CA (Non-executive Chairman - aged 41)

Mr Pearce has extensive professional experience in both the Australian and United Kingdom finance industries. In recent times he has provided corporate, strategic, financial and advisory assistance to private and public companies in both Australia and the United Kingdom.

Mr Pearce is a member of the Australian Institute of Chartered Accountants and has been in commerce over fifteen years holding senior financial and management positions in both publically listed and private enterprises in Australia, Europe, Asia, Africa and Central America.

Mr Pearce has considerable corporate and international expertise and over the past decade has focussed on mining and exploration activities. Mr Pearce is currently a Non-Executive Director of ASX listed Magnolia Resources Limited.

Cameron Pearce is a current or past director of the following companies:

Concurrently with his appointment, Mr. Pearce will be interested in 30,246,748 Ordinary Shares in the Company representing 20.68 per cent. of the Enlarged Share Capital and warrants over 1,640,000 ordinary shares exercisable at £0.02 per share.

 Mr. Pearce's service contract is for a minimum of 12 months with remuneration of GBP1,500 per month together with options granted over 4,500,000 ordinary shares in the Company, exerciseable at £0.02 per share within 60 months of the date of grant.

Jeremy King, LLB (Non-executive Director- aged 39)

Mr King is a director of Grange Consulting Group Pty Ltd where he specialises in corporate advisory, strategic advice and managing legal issues associated with Grange's clients.

Mr King is a corporate lawyer with over 15 years experience in domestic and international legal, financial and corporate matters. In London Mr King has worked for Allen & Overy LLP and Debevoise & Plimpton LLP, and has extensive corporate experience, particularly in relation to cross-border private equity, leveraged buy-out acquisitions and acting for banks, financial institutions and corporate issuers in respect of various debt and equity capital raisings.

More recently, Mr King specialises in advising listed natural resource companies. Mr King is currently a Non-Executive Director of ASX listed Continuation Investments Limited, Orca Energy Limited and Smart Parking Limited.

Concurrently with his appointment, Mr. King will be interested in 5,371,089 Ordinary Shares in the Company representing 3.67 per cent. of the Enlarged Share Capital and warrants over 410,000 ordinary shares exercisable at £0.02 per share.

Jeremy King's service contract is for a minimum 12 months with remuneration of GBP500 per month and options granted over 1,500,000 ordinary shares in the Company, exerciseable at £0.02 per share within 60 months of the date of grant.

There are no other matters under paragraph (g) of Schedule 2 of the AIM rules to be disclosed.

New investing policy

The Company's new investing policy was approved at the Company's AGM and is set out as below.

"The Company's proposed new Investing Policy is to invest in and/or acquire companies and/or projects within the natural resources and/or energy sector with potential for growth. The Company will also consider opportunities in other sectors as they arise if the Proposed Board considers there is an opportunity to generate an attractive return for Shareholders. The geographical focus will primarily be Australia, however, investments may also be considered in other regions to the extent that the Proposed Board considers that valuable opportunities exist and returns can be achieved.

In selecting investment opportunities, the Proposed Board will focus on businesses, assets and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value.

Where appropriate, the Proposed Board may seek to invest in businesses where it may influence the business at a board level, add their expertise to the management of the business, and utilise their significant industry relationships and access to finance. The ability to work alongside a strong management team to maximise returns through revenue growth will be something the Proposed Board will focus upon initially.

The Company's interests in a proposed investment and/or acquisition may range from a minority position to full ownership and may comprise one investment or multiple investments. The proposed investments may be in either quoted or unquoted companies; be made by direct acquisitions or farm-ins; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in assets or projects. The Proposed Board may focus on investments where intrinsic value can be achieved from the restructuring of investments or merger of complementary businesses.

The Proposed Board expects that investments will typically be held for the medium to long term, although short term disposal of assets cannot be ruled out if there is an opportunity to generate an attractive return for Shareholders. The Proposed Board will place no minimum or maximum limit on the length of time that any investment may be held. The Company may be both an active and a passive investor depending on the nature of the individual investment.

There is no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover under the AIM Rules. The Directors intend to mitigate risk by appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval. The Proposed Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.

Where the Company builds a portfolio of related assets it is possible that there may be cross holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. Investments in early stage assets are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Proposed Board may also offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.

Investments may be made in all types of assets and there will be no investment restrictions on the type of investment that the Company might make or the type of opportunity that may be considered. The Company may consider possible opportunities anywhere in the world.

The Proposed Board will conduct initial due diligence appraisals of potential business or projects and, where they believe further investigation is warranted, intend to appoint appropriately qualified persons to assist. The Proposed Board believes it has a broad range of contacts through which they are aware of various opportunities which may prove suitable, although at this point only preliminary due diligence has been undertaken. The Proposed Board believes its expertise will enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence. The Company will not have a separate investment manager. The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate."

As an Investing Company, the Company will be required to make an acquisition or acquisitions which constitutes a reverse takeover under the AIM Rules or otherwise implement its proposed Investing Policy on or before the date falling twelve months from the adoption of the Investing Policy failing which, the Company's Ordinary Shares would then be suspended from trading on AIM. In the event that the Company's Ordinary Shares are so suspended and the Company fails to obtain Shareholders' consent to renew such policy, the admission to trading on AIM would be cancelled six months from the date of suspension.

Change in par value of shares

Following the re-registration of the Company the Directors will pass a board resolution redenominating the par value of the Ordinary Shares in the Company in issue from GBP0.01 per share to no par value per share. The change in par value of the shares is not considered to have any detrimental effect on the rights attaching to the Ordinary Shares. Accordingly, application has also been made to the London Stock Exchange for 146,289,750 new ordinary shares of no par value to be admitted to trading on AIM. It is expected that admission will become effective and that dealings will commence in the new ordinary shares at 8.00 a.m. on 10 December 2013. Following this admission, the Company's issued ordinary share capital will consist of 146,289,750 ordinary shares of no par value, each with voting rights.

Terms used in this announcement shall have the same meaning as set out in the Circular.

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