ADV.L Regulatory News (ADV)

13 March 2014

CEB Resources plc

("CEB" or "the Company")

PLACING AND EQUITY SWAP

CEB has entered into a Placing Agreement and, separately, an Equity Swap Agreement (together, the "Placing") with YA Global Master SPV, Ltd. ("YAGM").

YAGM has subscribed for a total of 27,586,207 new ordinary shares ("Placing Shares") in the Company at a price of 0.725p per share and therefore for a gross £200,000 in aggregate. The Company will also issue to YAGM (or its designated affiliate) an additional 5,517,242 new ordinary shares in satisfaction of the payment of certain fees and expenses in connection with the Placing Agreement and Equity Swap Agreement.

Following the Placing, YAGM will be interested in 33,103,449 ordinary shares in the Company (the "YAGM Shares"), representing 14.2% of the issued share capital.

The Company and YAGM have entered into an equity swap agreement (the "Equity Swap Agreement") over 27,586,207 of the Placing Shares (the "Swap Shares"). In return for a payment by the Company to YAGM of £100,000 immediately following the Placing, YAGM will make twelve monthly settlement payments to the Company in an amount of £8,333.33 per month, adjusted based on a formula related to the difference between the prevailing market price (as defined in the Equity Swap Agreement) of the Company's ordinary shares in any month and a 'benchmark price' that is 10% above the Subscription Price. This adjustment will result in an increase in the consideration paid to the Company in each month where the prevailing market price is greater than the benchmark price, and a decrease in the consideration paid to the Company each month where the prevailing market price is less than the benchmark price. Thus the consideration received by the Company in respect of the Swap Shares will be dependent on the future price performance of the Company's ordinary shares.

Completion of the Placing is conditional on admission of the YAGM Shares to trading on the AIM market of the London Stock Exchange. Application will be made for the admission of the YAGM Shares to trading on AIM ("Admission") and it is expected that Admission will occur and that trading in the new ordinary shares will commence at 8.00 am on 19 March 2014. The YAGM Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.

Following Admission, the Company's enlarged issued share capital will comprise 232,714,628 ordinary shares. The Company does not hold any shares in treasury. This figure of 232,714,628 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Cameron Pearce, CEB's Chairman, commented:

"We welcome the investment interest in CEB from YAGM, which will be our first corporate investor with a shareholding of 14.2% in the Company. This injection of funds will provide CEB with further resources to fund the continued development of the Zinc-Copper Peelwood project in Australia and the Thermal Coal Mariola project in Poland as both projects approach a fully funded stage 1".

FURTHER INFORMATION ON CEB RESOURCES 

CEB Resources is an AIM-listed investment company which adopted a new investing policy in December 2013. It is now developing a strong portfolio of investments as a significant minority shareholder in various high quality resource projects, acquired at an early stage in their cycle where value enhancement is most likely, utilising CEB cash to develop the assets further. The Company announced its first resource investment in December 2013 being the advanced Peelwood VMS Zinc-Copper Project in Australia and in February the advanced Mariola Thermal Coal Project in Poland. Both the Peelwood and Mariola Projects are earn-in investments for up to 49%.

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