Afriag Global Regulatory News (AFRI)

 28 March 2013

3D Resources plc

("3DR" or "the Company")

Notice of Extraordinary General Meeting

The Board of 3DR announced on 26 March 2013 that the Company was proposing to convene an extraordinary general meeting of the Company to consider, inter alia, the adoption of a new investing policy so as to focus the Company's investing policy on investments in businesses involved in agriculture generally and the production, processing, logistics and distribution of agricultural produce.

A circular in relation to the proposals, together with a notice of extraordinary general meeting, was posted to shareholders of 3DR on 27 March 2013 and will be made available shortly on the Company's website (www.3dresources.co.uk).

Set out below are edited extracts from the text of the letter from Donald Strang (Chairman of 3DR), which is included in the circular.

For further information, please contact:

EDITED EXTRACTS FROM THE DOCUMENT

All defined terms used in this announcement shall have the meaning given to them in the Document unless otherwise defined herein.

INTRODUCTION

I have the pleasure in inviting you to attend an Extraordinary General Meeting of the Company, which will be held at 200 Strand, London WC2R 1DJ at 11:30am on 24 April 2013.

The purpose of the circular sent to Shareholders on 27 March 2013 is to provide you with an explanation of the Resolutions to be proposed at the Extraordinary General Meeting and of the action you should take in order to register your vote.

In summary, we are seeking Shareholders' approval for: (i) the adoption of a new investing policy for the Company; (ii) increase in the share capital available for issue and consequential amendments to the Articles for this purpose and (iii) to allow the Directors to allot new securities on a non pre-emptive basis the dis-application of pre-emption rights over the issue of new Ordinary Shares.

PROPOSED NEW INVESTING POLICY

The strategy of the Directors at the time of adoption of the Existing Investing Policy was to pursue investments in projects and assets in the oil and gas sector, however opportunities in the wider natural resources sector as well as opportunities that may arise in other sectors formed part of this investing policy. The Company was re-classified as an Investing Company on 24 October 2012 and the Existing Investing Policy was adopted at this time.

Despite considering a number of investment opportunities and acquisitions in the oil and gas and natural resources sectors, the Board has been unable to identify suitable investments in those areas. While the potential investments that the Directors are now considering could be covered by the Existing Investing Policy, the Board considers it appropriate to adopt a more specific investing policy as detailed below.

The Directors are, as set out in Resolution 1 of the Notice of Extraordinary General Meeting, proposing to amend the Company's Existing Investing Policy so as to focus on investments in businesses involved in agriculture generally and the production, processing, logistics and distribution of agricultural produce.

The Company will initially focus on opportunities in agricultural businesses in Europe, Africa and the Middle East but will consider possible opportunities anywhere in the world. The Company may invest by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company, partnership and/or joint venture in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

There will be no limit on the number of businesses 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 pursuant to Rule 14 of the AIM Rules. The Company will carry out an appropriate due diligence exercise on all potential investments and, where appropriate, with professional advisers assisting as required. The Board's principal focus will be on achieving capital growth for Shareholders.

Investments may be in all types of assets and there will be no investment restrictions. The Company may require additional funding as investments are made and new opportunities arise. The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash resources for working capital. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

DISAPPLICATION OF PRE-EMPTION RIGHTS

Shareholders' approval is being sought to increase the ordinary share capital of the Company available for issue and for the authority of the Directors to allot new Ordinary Shares on a non pre-emptive basis, and to grant rights to subscribe for new Ordinary Shares, for cash up to the entire unissued ordinary share capital of the Company, such authority to expire at the conclusion of the next annual general meeting of the Company or 15 months from the date of passing of the Resolution, whichever is the earlier. This is to ensure that the Company has sufficient unissued Ordinary Shares to satisfy in full the exercise of existing warrants and share options granted by the Company in December 2012 and the allotment of new Ordinary Shares pursuant to current and future contractual obligations. Should all outstanding options and warrants be exercised in full these would represent approximately 22.7 per cent of the Company's issued share capital (as enlarged by the issue of the Ordinary Shares pursuant to the exercise of the share options and warrants).

CHANGE OF NAME

The Board has resolved that, conditional on the passing of Resolution 1, the Company shall change its name to AfriAg plc to reflect the Company's New Investing Policy. At the same time the Company intends to change its ticker from "3DR" to "AFRI".

BOARD CHANGES

As announced by the Company on 26 March 2013 it is intended that David Lenigas be appointed as Executive Chairman of the Company and that I become an Executive Director in charge of the finance function. Such board changes will take place following the EGM, conditional on passing of Resolution 1.

David served as Executive Chairman of London listed Lonrho Plc from 2006 to September 2012 and was in charge of Lonrho expanding from one hotel in Mozambique to a multi-faceted company investing in over 20 countries in Africa. He has extensive experience operating in the public company environment across the UK, African, Canadian and Australian markets. He also serves as a director or chairman of a number of other publicly listed companies including Fastjet plc, Solo Oil plc and Leni Gas and Oil plc.

Further information on David Lenigas in accordance with Schedule 2(g) and rule 17 of the AIM Rules will be released by the Company at the time at which the appointment of David Lenigas becomes effective.

EXTRAORDINARY GENERAL MEETING

You will find at the end of this document a Notice of Extraordinary General Meeting to be held at 200 Strand, London WC2R 1DJ at 11:30am on 24 April 2013. At the Extraordinary General Meeting, the following Resolutions will be proposed:

Resolution 1

The adoption of the New Investing Policy as outlined in this letter and as set out in the Appendix to the Notice of EGM.

This resolution will be proposed as an ordinary resolution.

Resolution 2

The increase of amount of share capital of the Company available for issue from £1,000,000 divided into 1,000,000,000 Ordinary Shares to £4,000,000 divided into 4,000,000,000 Ordinary Shares, and that Article 4 of the Articles be amended to reflect this increase.

This resolution will be proposed as an ordinary resolution to enable the Company to be able to raise additional working capital for the Company and to implement the proposed New Investing Policy.

Resolution 3

The grant of authority to the Directors to issue shares for cash up to an amount comprising the unissued share capital of the Company, as though the rights of pre-emption granted to the Shareholders pursuant to article 5.2 of the Articles did not apply, to enable them to raise additional working capital for the Company and to implement the proposed New Investing Policy. This resolution will take effect from the date on which the Resolution is passed and will continue until the earlier of the next annual general meeting of the Company or the date that is 15 months from the date of passing the Resolution.

This resolution will be proposed as a special resolution, requiring a 75% majority of those voting to pass the Resolution. It will authorise the Directors to issue Ordinary Shares up to the unissued share capital of the Company for cash on a non pre-emptive basis. This will allow the Board to allot Ordinary Shares without recourse to the Shareholders so that it can move quickly from time to time as it deems appropriate.

RECOMMENDATION

The Directors consider that the passing of the Resolutions would be in the best interests of the Company and of the Shareholders and therefore unanimously recommend Shareholders to vote in favour of the Resolutions, as they intend to do or procure to be done in respect of their own legal and beneficial shareholdings, which in aggregate amount to 80,000,000 Ordinary Shares, representing approximately 9.74 per cent. of the issued ordinary share capital of the Company.