BHR.L Regulatory News (BHR)

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

28 August 2014

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

Notice of General Meeting and Posting of Circular

Beacon Hill Resources plc, the AIM listed coal producer, announces that a Notice of General Meeting and Shareholder Circular has been posted to shareholders today and is also available on the Company's website at www.bhrplc.com. Defined terms in this announcement have the same meaning as those in the Circular.

The Company would also like to announce that the General Meeting of Beacon Hill will be held at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP on Monday 15th September 2014 at 11.00 a.m. for the purposes of considering and, if thought fit, passing the Resolutions set out below.

Background to the General Meeting

The Company's share price has recently suffered a great deal of volatility and is currently trading at a price near the nominal value per Existing Ordinary Share of 0.25 pence. Under English company law, a company is not allowed to issue shares at a price per share lower than the nominal value and so, at present or in the future, it may become difficult for the Company to issue any new shares. Accordingly, the Directors propose, subject to Shareholder approval, to reorganise the Company's share capital as detailed in the Circular. The terms of the proposed Share Capital Reorganisation are such that on the Record Date every Existing Ordinary Share of 0.25 pence each will first be sub-divided into 25 new ordinary shares of 0.01 pence each, and then such new ordinary shares will be consolidated into one New Ordinary Share of 0.01 pence and one B Deferred Share of 0.24 pence. Each Shareholder will therefore hold the same number of New Ordinary Shares immediately after the Share Capital Reorganisation as the number of Existing Ordinary Shares that he or she held immediately beforehand, and there will be no change to the number of issued ordinary shares in the Company as a result of the Share Capital Reorganisation. The purpose of the Share Capital Reorganisation is simply to reduce the nominal value of each ordinary share of the Company. The resolutions recommend for approval are the following:

ORDINARY RESOLUTION

1. THAT, subject to and conditional upon the passing of Resolution 2 below, on and from 5.30 p.m. on 15th September 2014 (or, if the General Meeting is adjourned, the date upon which this Resolution is passed), the Company's share capital be reorganised as follows:

a. each ordinary share of 0.25 pence each in the capital of the Company (both issued and unissued) (the "Existing Ordinary Shares") be sub-divided into 25 ordinary shares of 0.01 pence each (the "Interim Ordinary Shares"); and

b. every 25 (both issued and unissued) Interim Ordinary Shares created pursuant to paragraph (a) above of this Resolution 1 be and are consolidated and converted into one B deferred share of 0.24 pence (the "B Deferred Shares") and one new ordinary share of 0.01 pence (the "New Ordinary Shares"), each having the rights and being subject to the respective restrictions set out in the Company's Articles of Association as amended pursuant to Resolution 2 below.

SPECIAL RESOLUTION

2. THAT, subject to and conditional upon the passing of Resolution 1 above, the Articles of Association of the Company be and are hereby amended with effect from 5.30 p.m. on the date of the passing of this Resolution, in the manner set out below:

a. That the following definition be inserted in Article 2:

"B Deferred Shares" means the B deferred shares of 0.24 pence each in the capital of the Company;

b. That the definition of "Ordinary Shares" contained in Article 2 be replaced with "means ordinary shares of 0.01 pence each in the capital of the Company;"

c. Article 4 be amended by the addition of the following new Article 4.3:

"4.3 The rights attaching to the B Deferred Shares shall be as follows:

(a) The B Deferred Shares shall not entitle the holder thereof to payment of any dividend or other distribution or to receive notice or attend or vote at any general meeting of the Company or on a return of capital (whether on winding up or otherwise) to the repayment of the amount paid up on such B Deferred Shares until after repayment of the capital paid up on the Ordinary Shares together with payment of £10,000,000 on each Ordinary Share and the repayment of the amount paid up on the Deferred Shares.

(b) The B Deferred Shares shall not be capable of transfer at any time other than with the prior written consent of the Board of Directors.

(c) The Company is hereby irrevocably authorised:

(i) to appoint a person to execute on behalf of any holder of B Deferred Shares a transfer of all or any thereof and/or an agreement to transfer the same (without making any payment therefor) to any such person as the Directors may determine as the custodian thereof;

(ii) to cancel all or any of the B Deferred Shares in accordance with the Act without making any payment therefor or obtaining the sanction of the holder thereof;

(iii) if so authorised by these Articles, to purchase all of the B Deferred Shares then in issue and to appoint a person to act on behalf of all holders of B Deferred Shares to transfer and to execute a transfer of all of the B Deferred Shares to the Company for an aggregate consideration of 1 penny to be paid to such person (whether or not an officer of the Company) as the Directors may nominate to receive the consideration (who shall not be required to account to the holders in respect of such consideration); and

(iv) pending any such transfer and purchase, retain any share certificate relating to such B Deferred Shares, and for the purpose any offer to purchase the B Deferred Shares may be made by the Directors depositing at the registered office of the Company a notice addressed to such person as the Directors shall have nominated on behalf of the holders of B Deferred Shares.

(d) The rights attaching to the B Deferred Shares shall not be varied, abrogated or altered by the issue of any shares ranking in priority thereto, by the redemption or purchase of any shares (whether the B Deferred Shares or otherwise), by the cancellation of the B Deferred Shares without any payment to the holders thereof and accordingly no consent thereto or sanction thereof by the holders of the B Deferred Shares or any or them shall be required."

d. That the definitions of "ASX", "ASX Listing Rules", "ASX Settlement Rules", "CHESS", "CHESS Approved Securities" and "Official List" be deleted and each of Articles 44 and 143 be deleted and replaced by the word "DELETED", and that the contents page of the Articles of Association of the Company be amended accordingly.

**ENDS**