BHR.L Regulatory News (BHR)

15 September 2014

Beacon Hill Resources Plc ('Beacon Hill or 'the Company')

Conditional Placement of GBP 1.25 million in Ordinary Shares for Working Capital

The Board of the Company announces that it has entered into conditional subscription agreements to place up to 1,250,000,000 ordinary shares in the Company (the "Placing Shares") at a price of 0.10 pence per Placing Share to raise approximately £1.25 million (the "Placing") to certain institutional investors arranged by and including Darwin Strategic Limited ("Darwin") (together the "Subscribers").

Purpose of the Placing

The net proceeds of c.$1.9m in addition to c.$1.6m of existing cash is required to provide adequate working capital to the end of the fourth quarter of this calendar year, being the final target date for drawdown of the expansion project financing.

Further Terms of the Institutional Placement

The Company has conditionally raised £1.25 million gross at 0.10p per share for the allotment of 1,250,000,000 new ordinary shares to the Subscribers, subject, inter alia, to shareholder approvals at the General Meeting already scheduled for 11.00 am today, 15 September 2014 (the "First General Meeting") and at a second General Meeting to be held on 29 September 2014 (the "Second General Meeting").

The Company shall grant to the Subscribers warrants on the basis of one warrant for every two Placing Shares allotted and issued to the Subscribers, exercisable at 0.35 pence per share for a period of up to 3 years (the "Warrants"). The Warrants will only be exercisable once shareholders have approved the relevant authorities at the Second General Meeting. The exercise price of the Warrants may be reduced if the Company issues shares or other securities at a price lower than 0.35 pence per share within 180 days of their respective dates of grant.

The Placing will be conducted in two tranches, with the first tranche of 373,041,592 Placing Shares and 186,520,796 Warrants to be issued as soon as practicable following the First General Meeting later today, and conditional upon the passing of both of the resolutions proposed at that First General Meeting. The second tranche of 876,958,408 Placing Shares and 438,479,204 Warrants are to be issued as soon as practicable following the Second General Meeting and conditional upon the passing at that Second General Meeting of the necessary resolutions to (inter alia) issues such Placing Shares and Warrants.

In addition, the Subscribers may be granted additional warrants exercisable at par value to protect them from dilution if the Company issues any further shares for cash at a price of less than 0.10p per ordinary share within 180 days of the settlement of the first tranche of the Placing.

The number of Placing Shares and Warrants to be issued and granted under the second tranche of the Placing will be capped to the extent that, at the time of issue, the Subscribers (together with any persons acting in concert with all or any of them) would have an interest in more than 29.9% of the Company's issued share capital. Any balance of such Placing Shares and Warrants would be issued four weeks later, again subject to the same limit.

In addition, the Subscribers have agreed not to exercise any warrants or otherwise acquire an interest in the Company's shares if as a result they would be obliged to make a mandatory offer for the share capital of the Company under Rule 9 of the City Code on Takeovers and Mergers.

Subject to the passing of the resolutions at the First General Meeting, admission to trading on AIM of the first tranche of 373,041,592 Placing Shares to be issued under existing authorities is expected to occur on 16 September 2014 and following admission of such shares, the Company's enlarged issued share capital will comprise 2,859,985,549 ordinary shares with voting rights. The first tranche of 186,520,796 Warrants will be granted at such time (but will not be exercisable until the passing of the necessary resolutions at the Second General Meeting). At such time, this figure of 2,859,985,549 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.

Subject to the passing of the resolutions at the Second General Meeting, application will be made for the admission to trading on AIM of the remaining 876,958,408 Placing Shares. When issued the Placing Shares will rank pari passu in all respects with the Company's existing ordinary shares.

As a result of the issue of the Placing Shares at the price of 0.1 pence per Placing Share, in accordance with their terms the exercise price of the 600,000,000 warrants granted to the Subscribers in the fundraising announced by the Company on 23 June 2014 ("June Warrants") will automatically reduce from 0.5p to 0.1p; and the Subscribers will, in accordance with the terms of that fundraising, be issued in aggregate 282,843,633 anti-dilution warrants (the "June Anti-Dilution Warrants"), each entitling the holder to subscribe for an ordinary share in the Company at the nominal value of such ordinary shares from time to time.

Henderson Global Investors ("Henderson") together with Darwin Strategic Limited ("Darwin"), both Subscribers in the Placing, have in the previous 12 months held, in aggregate over 10% of the issued share capital of the Company and are deemed to be a Related Party for the purposes of the AIM Rules for Companies. Henderson has subscribed for 500,000,000 Placing Shares and 250,000,000 Warrants in the Placing, will receive in aggregate 155,578,530 June Anti-Dilution Warrants and the exercise price of the 300,000,000 June Warrants held by Henderson will reduce to 0.1 pence. Darwin has subscribed for 350,000,000 Placing Shares and 175,000,000 Warrants in the Placing, will receive in aggregate 127,265,103 June Anti-Dilution Warrants and the exercise price of the 99,999,999 June Warrants held by Darwin will reduce to 0.1 pence. The Directors consider, having consulted with the Company's nominated adviser, Canaccord Genuity Limited, that the terms of the participation of Henderson and Darwin in the Placing, including the consequential grant of June Anti-Dilution Warrants and adjustment to the exercise price of June Warrants, are fair and reasonable insofar as Shareholders are concerned. In providing its advice to the Company, Canaccord Genuity Limited has taken into account the commercial assessments of the Directors of the Company.

Provided that both resolutions proposed at the First General Meeting are passed, the Company will today post to its shareholders a circular convening the Second General Meeting, to be held at the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP at 10.00am on Monday 29 September 2014. Shareholders should note that this Second General Meeting is in addition to, and not in substitution for, the First General Meeting that has already been convened for the same location at 11.00am today, Monday 15 September.

Each of the Subscribers has undertaken to vote the ordinary shares that they hold (which are currently, in aggregate, 188,562,422 ordinary shares representing approximately 7.6% of the existing issued ordinary share capital) at the time of the First General Meeting and Second General Meeting, in favour of the resolutions proposed at such general meetings that are necessary to effect the Placing.

**ENDS**