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Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new securities in the Company in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, the Republic of Ireland or Japan or any jurisdiction in which such publication or distribution would be unlawful.

Beacon Hill Resources Plc / AIM: BHR / ASX: BHU / Sector: Mining

4 October 2013

Beacon Hill Resources Plc

("Beacon Hill" or "the Company")

Issue of Unsecured Convertible Loan Notes to raise up to US$19.2 million

Highlights

· Agreement to issue unsecured convertible loan notes to raise up to approximately US$19.2 million:

o US$3.3 million of unsecured convertible loan notes with a subscription price of US$3.0 million to be issued to the Company's largest shareholder, Latitude Zero Financial Investment Fund ("Latitude"); and

o agreement with Darwin Strategic Limited, a majority owned subsidiary of Henderson Global Investor's Volantis Capital, ("Darwin") to issue at least £2.75 million (equivalent to US$4.45m) and potentially up to an aggregate of £11.0 million (equivalent to US$17.8 million) in unsecured convertible loan notes (the "Darwin Convertible Loan Notes") with a subscription price of up to £10.0 million (equivalent to US$16.2 million)

· This financing funds the development of the Phase 2B and 2C Plant upgrades at Beacon Hill's Minas Moatize Project which should significantly enhance the operational and financial performance of the project, raising capacity from 1.8 million tonnes per annum ("mtpa") to 2.8mtpa and provides additional working capital for the Company in addition to the US$4.4 million of cash on hand and US$4.5 million in contractor prepayments

· The Company also intends to offer new and existing institutional shareholders the opportunity to participate in the convertible loan notes on the same terms and conditions as Latitude to raise (subject to demand) additional proceeds to fund discretionary capital expenditure and working capital and will update the market in due course

· The Phase 2B and 2C upgrades to commence shortly and scheduled for completion in Q4 2014 cutting production costs to less than US$110 p/t FOB

· The Company has identified a new and superior rail offload site adjacent to the port of Beira. Construction and upgrading will take five months and completion is scheduled for completion by Q2 2014

· Following the completion of these initiatives, the Company will move into a first quartile FOB cash cost position which is key to sustainable cash flow generation

· Term sheet received from a leading lending bank to provide new secured loan facilities to re-finance Vitol senior debt facilities, refinance and replace any undrawn convertible loan notes, provide capital expenditure and general working capital and overall to substantially lower the cost of capital to the Company

Rowan Karstel, Chief Executive Officer of Beacon Hill commented: "We committed to shareholders to ramp up the Minas Moatize Coking Coal project in phases carefully managing our risk and balance sheet. After the commissioning of Phase 2A during Q2 and Q3 of this year, we are pleased to announce the funding of the next phase of investment at Minas Moatize (Phase 2B and C expansion) which will be highly beneficial to the Company, significantly lowering our operating costs and moving the Company into a 'Tier 1' FOB cash cost position. This financing gives us the required funding to increase production capacity to the levels required to compete in a very difficult coking coal market, offering significant value upside as the coal price recovers. Looking further ahead, we will shortly commence the due diligence phase on a new project finance facility that, if successful would enable us to re-finance existing senior and unsecured lenders, however more importantly our goal of becoming a Tier 1 cash cost coking coal mine is not now reliant on securing the new senior debt facilities. 

"The considerable reduction in cash costs to less than US$110 p/t FOB will be achieved through the completion of phases 2B and 2C plant upgrades at Minas Moatize, which will increase the capacity to 2.8Mtpa and increase coking coal yield by 5% points to 21%. In addition, the development of Warehouse No. 4 off load siding in Beira, which will complete our logistics chain, will enable Minas Moatize to operate at a considerably lower cost than the previous Dondo option which was located 30km away. With this in mind, we look forward to executing these initiatives over the coming year, following which Beacon Hill will be ideally positioned to deliver strengthened returns to shareholders."

Latitude Unsecured Convertible Loan Notes

The Board is pleased to announce that it has entered into a conditional subscription letter (the "Subscription Letter") with the Company's largest shareholder, Latitude, to secure funding of approximately US$3.0 million (approximately £2.0 million) through the placement of unsecured convertible loan notes (the "Latitude Convertible Loan Notes") with a face value of US$3.3 million. The issue of the Latitude Convertible Notes together with all of the tranches of the Darwin Convertible Loan Notes would provide the funding for the capital expenditure required for the Phase 2B and 2C plant upgrades,

In accordance with the Subscription Letter, Latitude has irrevocably agreed, conditional on receipt of Beacon Hill shareholder approval, to enter into a loan note instrument subscribing for the Latitude Convertible Latitude Convertible Notes with the Company and its wholly-owned subsidiary, BHR Investments Mauritius Limited ("BHRIM") (the "Loan Note Instrument"). The Latitude Convertible Latitude Convertible Notes will be issued by BHRIM, but guaranteed by the Company and convertible into ordinary shares of the Company ("Ordinary Shares").

The Latitude Convertible Loan Notes have the following key terms:

· convertible into ordinary shares of Beacon Hill at 2.0 pence per share;

· mature three years from execution on or around October 2016;

· attract a coupon of 12% per annum payable on a quarterly basis (or, at the election of BHRIM, capitalised quarterly); and

· an aggregate subscription price of US$3.0 million for a face value of US$3.3 million (10% discount).

Further details of the Latitude Convertible Loan Notes and the terms of the Subscription Letter and the Loan Note Instrument are provided in the Appendix to this announcement.

The Issue of the Latitude Convertible Notes is conditional, amongst other thingsupon Beacon Hill shareholders having granted: (i) additional authority to the Company's directors under the Companies Act 2006 to allot the Ordinary Shares to be issued upon conversion of the Latitude Convertible Notes on a non-pre-emptive basis, and (ii) approval for the purposes of ASX Listing Rule 7.1. Accordingly, the issue of the Latitude Convertible Notes will be conditional, amongst other things, on the passing of appropriate Beacon Hill shareholder resolutions that will be set out in a notice of general meeting ("Notice of General Meeting") that will be posted to shareholders in due course.

Related Party Transaction

Latitude is the holder of approximately 15% of the issued share capital of the Company and is therefore a related party for the purposes of the AIM Rules for Companies.

The Directors of Beacon Hill (excluding Mr. Cristian Ramirez, who is a representative of Latitude) consider, having consulted with the Company's Nominated Advisor, Canaccord Genuity Limited, that the terms of Latitude's subscription for Placing Loan Notes 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 Beacon Hill (excluding Mr Ramirez).

The Darwin Convertible Loan Notes

The Company has entered into a subscription agreement with Darwin (the "Darwin Subscription Agreement") for Darwin to subscribe up to £10.0 million (approximately US$16.2 million) for convertible loan notes in three tranches as follows:

· tranche 1 is a subscription for £2.75 million zero coupon convertible loan notes for a subscription price of £2.5 million ("Tranche 1 Subscription"). The Tranche 1 Subscription was drawn down on 3 October 2013 pursuant to a loan note instrument executed by Darwin, the Company and BHRIM;

· tranche 2 is a subscription for zero coupon convertible loan notes with a face value of a minimum of £1.1 million, and up to a maximum of £2.75 million ("Tranche 2 Subscription"). The Tranche 2 Subscription can be drawn down in the period of 50 days starting on the date 100 days from the draw down of the Tranche 1 Subscription, and is subject, amongst others, to the approval of Beacon Hill shareholders; and

· in addition to tranches 1 and 2, Darwin and Beacon Hill have agreed in principle, subject to certain conditions and also the agreement between the parties, that Darwin will subscribe for a third tranche of convertible loan notes up to a maximum face value of £5,500,000 for a subscription price of £5,000,000 ("Tranche 3 Subscription"). It is currently envisaged that any Tranche 3 subscription would be broadly on the same terms as the Tranche 2 Subscription. This tranche is available through mutual agreement between Darwin and the Company. If agreed, the Tranche 3 Subscription would be drawn down in the period of 180 days from the draw down of the Tranche 2 Subscription, and is subject, amongst other things to the approval of Beacon Hill shareholders.

The conversion price for each of the Tranche 1 Subscription, Tranche 2 Subscription and Tranche 3 Subscription is:

· 94% of the average of the five volume weighted average prices of the Ordinary Shares as selected by Darwin during the 20 consecutive trading days immediately prior to the date of Darwin's election to convert; or

· in respect of the Tranche 1 Subscription only, Darwin may elect to convert a maximum of £1,250,000 of the face value of such Darwin Convertible Loan Notes at a conversion price of 3.13 p pence.

The Conversion of the Darwin Convertible Loan Notes is subject to certain limitations in the event that the volume weighted average price of Ordinary Shares falls below a certain level.

The maturity date of all tranches of the Darwin Convertible Loan Notes is 31 July 2015. The Darwin Convertible Loan Notes do not bear interest, other than upon default or where Darwin is constrained from converting any Darwin Convertible Loan Notes into Ordinary Shares.

Further details of the Darwin Convertible Loan Notes and the terms of the Darwin Subscription Agreement are provided in the Appendix to this announcement.

The Tranche 2 Subscription and the Tranche 3 Subscription are conditional, amongst other things, upon Beacon Hill shareholders having granted: (i) additional authority to the Company's directors under the Companies Act 2006 to allot the Ordinary Shares to be issued upon conversion on a non-pre-emptive basis, and (ii) approval for the purposes of ASX Listing Rule 7.1. Accordingly, draw down of the Tranche 2 Subscription and the Tranche 3 Subscription will be conditional, amongst other things, on the passing of appropriate Beacon Hill shareholder resolutions that will be set out in the Notice of General Meeting posted to shareholders in due course.

Use of Proceeds

The funds raised will be used to commence the Phase 2B and 2C wash plant upgrades and general working capital purposes.

The Company's current sources of funding comprise existing cash of US$4.4m, contractor prepayments US$ 4.5m in addition to the new unsecured facilities announced today of US$19.2m (assuming all three tranches shall become and remain available to the Company pursuant to the terms of the subscription letter and the Darwin Subscription Agreement). Any additional funds raised through the placement of convertible loan notes to shareholders, will be used to fund discretionary capital expenditure designed to optimise the plant and for working capital.

Bank Funding

The Company has received a term sheet and will shortly commence due diligence with a leading bank to provide new secured loan facilities. If agreed, these new facilities would provide additional working capital funding to the Company and would also be used to refinance the existing US$10m secured loan with Vitol Coal S.A. maturing in 2016. Any senior facility may also be available to re-finance and replace the third tranche of the Darwin Convertible Loan Notes and other unsecured debt at a lower cost of capital to the Company with a view to minimising dilution for existing shareholders.

Minas Moatize Project Update

The funds raised from the CLNs, will be used by the Company to continue with Phase 2B & C of the wash plant upgrade and the building of Warehouse No. 4 siding in Beira.

Wash Plant Upgrade

To manage both risk and cash flow the Company decided to build the Minas Moatize Phase 2 wash plant in phases. Phase 2A was successfully completed in May 2013 and the last few months the focus was on commissioning the wash plant. The most significant challenges to date were mainline power surges, supply of magnetite and some minor plant efficiency issues. Throughput of 150tph was achieved during a phased ramp up with the plant performing to its potential at lower than capacity volumes to control costs with the most significant achievement being the consistent production of specification hard coking coal during the period. Phase 2A ramp up has performed in line with our expectations and provided the necessary insights to remedy any inefficiencies in the Phase 2B implementation.

Phase 2B will increase the capacity of the plant from 1.8 to 2.8 Mtpa through an additional crushing station and a second dense medium cyclone plant and is expected to provide capacity to produce 540,000tpa of coking coal and 620,000tpa of export quality thermal coal. The plan is also to replace the old technology Lamellas with a thickener and increase the water recovery efficiency. Phase 2C will be a flotation plant with a filter press that will increase the coking coal yield from 15% to 21% with an on mine cash cost of cUS$30/t and an FOB cost of less than US$110p/t and a capacity of 420tph. Despite our investment in our mainline power supply, one of the challenges in Tete, Mozambique is a reliable power supply and the Phase 2B2/C plan involves installing additional generator-sets and voltage drop protection systems. The construction period for upgrading the plant will be eight to nine months from the date the order is placed with ramp up expected to start in Q3 2014.

Logistics

All conditions precedent relating to the rolling stock leasing finance was completed throughout the last quarter including the attainment of political and commercial risk insurance from ECIC, the export agency of South Africa. The leasing transaction was completed and the payments have been released to the rolling stock manufacturers in South Africa, who are in the process of manufacturing the locomotives and wagons. The Company expects delivery of the rolling stock end of 2013/ early 2014. The Company will commence interim test operations of its rolling stock during H1 2014 and begin transporting coal via the Sena Rail Line in H22014. The Company has attended frequent inspections of the production facilities at Grindrod and Transnet Rail Engineering in South Africa and is pleased to report the deadline is achievable given the current status of fabrication.

Port of Beira

Previously the Dondo rail siding, which is 30km from Beira, was identified as the off load siding for Minas Moatize. The disadvantage of Dondo is that it was 30km from Beira and a substantial transport cost to haul would have been occurred. The MML team identified a new site 'Warehouse no 4' as an off- loading site which immediately next to the entrance of the Port of Beira. Due to the location of the siding substantial transport savings over time will be realised. The construction and commissioning period for this project is six months. The Company is awaiting final planning and environmental permits prior to commencement of construction which is expected during November 2013.

Tete Loading Facility (Carbomoc)

The facility is progressing well and will be completed and operational during Q4. The Company does not expect make a payment for its share of the Tete (Carbomoc) railway siding of approximately US$2 million railway siding until 2015 but will use its discretion to do so either in instalments or a lump sum if funds become available and the underlying contract conditions have been fulfilled.

Figures used in this announcement are based on an exchange rate of 1.62 US Dollars per Pound Sterling as at 3 October 2013

**ENDS**

Appendix

Key Terms of the Latitude Convertible Loan Notes

Pursuant to the terms of the Subscription Agreement, Latitude has irrevocably agreed to subscribe for the Latitude Convertible Loan Notes, conditional, amongst other things, on the passing of the necessary Beacon Hill shareholder resolutions to enable conversion of the Latitude Convertible Loan Notes into Ordinary Shares on or before 31 December 2013. Latitude has also executed a Loan Note Instrument in respect of the Latitude Convertible Loan Notes, which is being held by the Company pursuant to the terms of the Subscription Letter and which will be dated and released as soon as practicable after such resolutions have been passed. Accordingly, the Latitude Convertible Loan Notes will be issued, and Latitude will pay its subscription funds to BHRIM, as soon as practicable after such resolutions have been passed.

The Latitude Convertible Loan Notes will be issued by BHIRM, but are guaranteed by the Company and convertible into Ordinary Shares of the Company.

The Latitude Convertible Loan Notes are repayable in full on the third anniversary of their date of issue. Interest is payable on the outstanding amount under the Latitude Convertible Loan Notes at 12% per annum and, at the election of BHRIM, is either payable quarterly or may be capitalized quarterly.

The Latitude Convertible Loan Notes may, at the election of the holder, be converted into Ordinary Shares in the Company at a conversion price of 2.0 pence per Ordinary Share.

The Latitude Convertible Loan Notes are unsecured and will not be listed. Under the terms of the Latitude Convertible Loan Notes the Company and BHRIM give certain customary warranties to Latitude.

Key Terms of the Darwin Unsecured Convertible Loan Notes

Pursuant to the Darwin Subscription Agreement the Company may draw down funds by procuring that BHRIM issues Darwin Convertible Loan Notes to Darwin as follows:

· the first tranche of Darwin Convertible Loan Notes ("Darwin First Tranche Loan Notes"), with a face value of £2,750,000 and an aggregate subscription price of £2,500,000, were issued on 3 October 2013;

· provided that the conditions to draw down of the second tranche of Darwin Convertible Loan Notes (the "Darwin Second Tranche Loan Notes"), as summarised below, have been satisfied or (where possible) waived by Darwin, the Darwin Second Tranche Loan Notes may be drawn down at the election of the Company at any time in the 50 day period commencing on the day 100 days from draw down of the Darwin First Tranche Loan Notes. The Darwin Second Tranche Loan Notes will have, at the election of the Company, a minimum face value of £1,100,000 and subscription price of £1,000,000 and a maximum face value of £2,750,000 and subscription price of £2,500,000, or such other amount in between such minimum and maximum as the Company may specify; and

· subject to the satisfaction of the conditions summarised below, and subject also to the mutual agreement of the Company and Darwin, the third tranche of Darwin Convertible Loan Notes ("Darwin Third Tranche Loan Notes") with a face value of up to £5,500,000 and a subscription price of up to £5,000,000 may be drawn down during the 180 day period commencing on the date that the Darwin Tranche Two Loan Notes are issued. The issue of the Darwin Third Tranche Loan Notes is subject to the mutual agreement of the Company and Darwin, and is therefore not certain. The Company has no right to draw down the Darwin Third Tranche Loan Notes without the consent of Darwin.

Completion of the issue of the Darwin Second Tranche Loan Notes is conditional (amongst other things) on the following:

· the passing of the necessary Beacon Hill shareholder resolutions to enable the Darwin Second Tranche Loan Notes to be issued;

· the Company having satisfied its announcement obligations under the AIM Rules;

· the Company having not materially breached the Darwin Subscription Agreement, including the warranties given by the Company to Darwin under that agreement;

· trading of the Ordinary Shares on AIM not having been suspended for more than ten trading days and the continuance of such trading not being under threat;

· no material adverse effect having occurred to the financial condition or trading position of the Company or its subsidiaries (the "Group"); and

· all Ordinary Shares required to be issued to Darwin upon exercise of its conversion rights under the Darwin First Tranche Loan Notes having been issued.

Additionally, either the Company or Darwin may elect not to proceed with drawdown of the Darwin Second Tranche Loan Notes if the volume weighted average price of the Ordinary Shares is below a certain price. If the drawdown of the Darwin Second Tranche Loan Notes does not proceed for any reason the Company shall pay a termination fee of £41,250 (US$ 66,825) to Darwin.

The Darwin Convertible Loan Notes are to be issued by BHRIM, but are guaranteed by the Company and convertible into Ordinary Shares of the Company.

Save as set out below, the Darwin Convertible Loan Notes do not bear interest, unless an event of default occurs in which case interest will be payable at a default rate of 15% per annum, compounding quarterly.

The Darwin Convertible Loan Notes may be converted into Ordinary Shares at the election of Darwin at any time subject to (i) limitations on the amount of conversion during a specified period and (ii) a floor price below which the Company may refuse to accept a conversion notice.:

Where conversion is constrained because the shares have been suspended or the , volume weighted average price of Ordinary Shares is below the Company's floor price then all unconverted Darwin Convertible Loan Notes may at Darwin's election become repayable within six months, and pending repayment interest shall accrue at 10% per annum. Once Darwin has made such an election, the relevant loan notes cannot be converted unless the Company and Darwin agree otherwise.

The price per Ordinary Share at which Darwin Convertible Loan Notes may be converted shall, at the election of Darwin, be:

· 94% of the average of the five volume weighted average prices of the Ordinary Shares as selected by Darwin during the 20 consecutive trading days immediately prior to the date of Darwin's election to convert; or

· in respect of the Darwin First Tranche Loan Notes, Darwin may elect to convert a maximum of £1,250,000 of the face value of such Loan Notes at a conversion price of 3.13 pence.

To the extent not converted, the Darwin Convertible Loan Notes are repayable on 31 July 2015 or if earlier, upon a change of control upon Darwin's election within twenty trading days following such change of control. BHRIM may repay the Darwin Convertible Loan Notes at any time provided that it also pays to Darwin an amount equal to 1.5% of the issue price of any Darwin Second Tranche Loan Notes that have not been drawn down.

The Darwin Convertible Loan Notes are unsecured and will not be listed.

In connection with the Darwin Subscription Agreement the Company is obliged to pay to Darwin a commitment fee of £250,000, and it has satisfied its obligation to pay such amount to Darwin by issuing to Darwin 13,054,830 Ordinary Shares credited as fully paid.

Under the Darwin Subscription Agreement the Company gives Darwin certain warranties, indemnities and covenants customary for a transaction of this nature.

Darwin may terminate the Darwin Subscription Agreement, amongst other things, if the Ordinary Shares are delisted from AIM or suspended from trading on AIM for longer than ten Trading Days, the Company is in material breach of the Darwin Subscription Agreement (including the warranties given by the Company to Darwin under that agreement), a member of the Group becomes insolvent and such insolvency would have a material adverse effect on the Group as a whole, or a material adverse effect occurs to the financial condition or trading position of the Group.

Darwin has covenanted to the Company that at all times whilst any of the Darwin Convertible Loan Notes are outstanding, amongst other things:

· it will not short sell or enter into any derivative contract or other agreement to short sell any Ordinary Shares, save to the extent such short sales are covered by Ordinary Shares which are to be allotted to Darwin as a result of its exercise of conversion rights under such Loan Notes;

· it will ensure that its aggregate holding of Ordinary Shares does not exceed 9.99% of the Company's issued ordinary share capital;

· the maximum number of Ordinary Shares Darwin can trade on any given day is the greater of (i) such number of Ordinary Shares as equates to 10% of the relevant tranche of Darwin Convertible Loan Notes at the relevant issue price, and 20% of the trading volume of the Ordinary Shares on the immediately preceding trading day; and

Darwin has indicated its commitment to the Company with a right to participate in future fundraisings by the Company at any time whilst any of the Darwin Convertible Loan Notes are outstanding.

IMPORTANT INFORMATION

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Company operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the development of the markets and the industry in which the Company operates are consistent with the forward-looking statements contained in this announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in its business strategy, political and economic uncertainty and other factors.

Any forward-looking statements in this announcement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations and growth strategy. Investors should specifically consider the factors which could cause results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies, ASX Listing Rules or applicable law, the Company undertakes no obligation publicly to release the result of any revisions of any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity Limited or by any of its respective directors, officers, partners, employees, advisers, affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the UK Financial Conduct Authority ("FCA"), is acting as broker and nominated adviser exclusively to the Company and for no-one else in connection with the transaction referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this announcement and the offering of the loan notes referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company or its advisers that would permit an offering of such loan notes or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and its advisers to inform themselves about, and to observe such restrictions.

The information in this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States or elsewhere. The information in this announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act"), and the securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.