BHR.L Regulatory News (BHR)

Beacon Hill Resources plc / Ticker: BHR / Index: AIM / Sector: Mining

30 November 2010

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

Placing to raise US$35.8 million and Acquisition of Minority Interest in

Minas Moatize Coal Mine

Overview

·; Fund raising of £23 million (approximately US$35.8 million) through a placing of 184,000,000 new ordinary shares at a price of 12.5 pence per share ('the Placing') to satisfy the terms of the acquisition of the producing Minas Moatize coal mine in Mozambique by BHR Mining Limited ('BHR Mining') and to leave the Minas Moatize mine fully funded for the establishment of a large open pit coal mine capable of producing 4Mtpa run of mine ('ROM'), commencing production from Q1 2012.

·; Acquisition of minority interest in BHR Mining, taking Beacon Hill's interest in BHR Mining to 100 per cent., for an issue of convertible loan notes, convertible into an aggregate of 238,000,000 new ordinary shares.

·; Beacon Hill to gain full control of Minas Moatize coal mine, which is currently producing circa 8,000 tonnes per month, and which is expected to increase production to in excess of 2Mtpa saleable coal in accordance with the Company's open pit development plan.

Beacon Hill Chairman Justin Lewis said, "The Minas Moatize coal mine is a unique asset, being the only producing coal mine in the Tete Province of Mozambique, which is considered to be one of the largest undeveloped coking coal regions globally. This fundraising and acquisition of minority interest gives Beacon Hill 100 per cent. ownership of the Minas Moatize mine, which we believe will generate significant value for the Group as we ramp up production towards achieving expected annual saleable coal production in excess of 2Mtpa, potentially generating annual revenues of US$200 million per annum at current prices.

"The Minas Moatize project is now fully funded and we have the right team in place to achieve our development objectives for the mine. The life of mine off-take agreement that we have in place with Indian metallurgical coke producer Global Coke provides us with a guaranteed consumer for our coking coal and provides Beacon Hill with potential relationships with Indian steel producers and thermal coal consumers."

Placing

Beacon Hill Resources Plc, the AIM listed resource company, is pleased to announce that it has conditionally raised £23 million (approximately US$35.8 million) through the placing of 184,000,000 new ordinary shares of 0.25 pence each ('Ordinary Shares') at a price of 12.5 pence per share ('Placing Shares') with institutional and other investors, representing 39.1 per cent. of the share capital of the Company upon admission of the Placing Shares to trading on AIM ('Admission'). 

Collins Stewart Europe Limited acted as lead bookrunner and joint broker, Renaissance Capital Limited as joint bookrunner and joint broker and Northland Capital Partners Limited as nominated adviser and joint broker.

The net proceeds of the Placing will be used to satisfy the balance of the consideration for the acquisition of the Minas Moatize coal mine by BHR Mining. The remaining proceeds from the Placing will be used to develop the Minas Moatize coal mine, which currently produces approximately 8,000 tonnes per month, establishing a large open pit coal mine with expected production in excess of 2Mtpa of saleable coal, with production commencing from Q1 2012. The strategy remains to operate the coal handling preparation plant on a BOOT (build, operate, own and transfer) basis and discussions continue to progress well in relation to this.

This fundraising has enabled the Company to satisfy the terms of the agreement with the vendors of the Minas Moatize mine, without the requirement for Global Coke Limited ('Global Coke') to make a strategic investment into BHR Mining. Global Coke will remain a strategic partner to the Group through its off-take agreement for the coking coal product produced at the Minas Moatize coal mine for the life of the mine, for which the Group has received a US$5 million advance payment. The Group also remain in discussions with Global Coke concerning the development of a metallurgical coke facility in Mozambique.

The Placing is, inter alia, conditional on Admission. It is expected that Admission will occur, and dealings in the Placing Shares will commence on 3 December 2010. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued shares of Beacon Hill, including the right to receive any dividends and other distributions declared following Admission.

Justin Lewis, Chairman of Beacon Hill, is subscribing for 600,000 new Ordinary Shares pursuant to the Placing and upon Admission will be interested in an aggregate 2,333,320 Ordinary Shares, representing approximately 0.50 per cent. of the Company's issued share capital, and options to subscribe for up to a further 8,000,000 Ordinary Shares.

Timothy Jones, Finance Director of Beacon Hill, is subscribing for 200,000 new Ordinary Shares pursuant to the Placing and upon Admission will be interested in an aggregate 860,000 Ordinary Shares, representing approximately 0.18 per cent. of the Company's issued share capital, and options to subscribe for up to a further 3,210,000 Ordinary Shares

Acquisition of minority interest in BHR Mining

The Company has today entered into an agreement to acquire the outstanding minority interest in BHR Mining, taking its interest to 100 per cent., valuing BHR Mining at approximately US$200 million. This acquisition will provide Beacon Hill with full control of BHR Mining and full exposure to the considerable uplift in value which the Board believes will be generated as the Minas Moatize mine is developed towards open pit production in the near future.

The Company has exercised its existing option to acquire 24 per cent. of BHR Mining from Consolidated Minerals Pte Limited ('Consolidated Minerals') for nominal value of £24. The Company has further agreed to acquire the remaining 25 per cent. of BHR Mining from Consolidated Minerals for a consideration of £29.75 million to be satisfied by the issue of convertible loan notes ('the Convertible Loan Notes'), which are convertible into an aggregate of 238,000,000 new Ordinary Shares. 

The acquisition and the exercise of the option are both conditional upon Admission.

Conversion of the Convertible Loan Notes into Ordinary Shares is conditional upon the approval of the Company's shareholders to be sought at a general meeting to be called as soon as practicable, save that Convertible Loan Notes may be converted ahead of such general meeting to the extent that existing shareholder authority already permits. Unconverted Convertible Loan Notes in respect of 138,000,000 new Ordinary Shares shall, to the extent not already converted, convert automatically immediately upon the Company receiving the necessary authority from its shareholders at a general meeting to be convened as soon as reasonably practicable, and the balance of the Convertible Loan Notes may be converted into a further 100,000,000 new Ordinary Shares at any time until the first anniversary of issue at the discretion of the holder. Such Convertible Loan Notes, if not converted in the first 12 months, will attract interest of 15 per cent. per annum from the first anniversary until their expiry on the second anniversary of issue.

The acquisition of the minority interest in BHR Mining from Consolidated Minerals is considered to be a related party transaction under the AIM Rules for Companies. The Directors of Beacon Hill, having consulted with Northland Capital Partners Limited, nominated adviser to the Company, consider that the terms of the transaction with Consolidated Minerals are fair, reasonable and in the best interests of the Company and its shareholders as a whole.

Upon Admission, Consolidated Minerals will hold the Convertible Loan Notes capable of conversion into an aggregate of 238,000,000 new Ordinary Shares, representing a potential maximum holding of approximately 33.6 per cent. of the then issued share capital of the Company.

The Company is not subject to the City Code on Takeovers and Mergers ('the Takeover Code'), but its articles of association contain provisions by which if a person acquires shares in the Company in circumstances in which he would be obliged to make or extend an offer to the Company's shareholders or holders of other securities in the Company under the Takeover Code if the Company was subject to the Takeover Code, the directors may serve notice upon such person (a 'Mandatory Takeover Notice') requiring him (and/or persons acting in concert with him) to make or extend an offer in writing in accordance with the requirements of the Takeover Code as if the Takeover Code did apply to the Company. A Mandatory Takeover Notice would not be enforced by the Takeover Panel, as the Company is not currently subject to the Takeover Code, but a Shareholder who did not comply with a Mandatory Takeover Notice would potentially be subject to certain sanctions laid out in the Company's articles of association (such as loss of voting and dividend rights). The Directors have resolved that they will not exercise their right under the Company's articles of association to serve a Mandatory Takeover Notice if such right arises as a result of the issue of the Convertible Loan Notes or the exercise of the rights of conversion under the Convertible Loan Notes.

Acquisition of Minas Moatize

BHR Mining has entered into an agreement with the Vendors of Minas Moatize Lda for a further extension of the date of the final outstanding payment to 8 December 2010. In consideration of these extensions BHR Mining has agreed to pay a further US$1 million, taking the aggregate consideration to US$41 million.

Issued Share Capital

Following Admission, the total number of shares in issue will be 470,488,956 Ordinary Shares. The Company will also have approximately £37.2 million nominal value convertible loan notes outstanding, of which approximately £7.5 million (plus accrued interest) relates to the convertible loan previously issued on 19 July 2010, repayable on 18 July 2011 and convertible into Ordinary Shares at 5.5 pence per share at any time whilst it is outstanding, having been reduced from a conversion price of 8 pence per share in accordance with the terms of the loan note instrument, and the balance being the Convertible Loan Notes which will be automatically converted or convertible into Ordinary Shares at 12.5p per share as described above.

The maximum number of Ordinary Shares that can be issued in respect of conversion of the convertible loan notes, including accumulated interest, is 401,695,951 Ordinary Shares, representing 85.4 per cent. of the issued share capital of the Company at Admission and a maximum of 46.1 per cent. of the then issued share capital.

**ENDS**

For further information on the Group, visit www.bhrplc.com or contact:

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as lead bookrunner and joint broker to Beacon Hill Resources Plc and is acting for no-one else in connection with the Placing and will not be responsible to anyone other than the Beacon Hill Resources Plc for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection with the Placing or any other matter referred to herein.