BHRD.L Regulatory News (BHRD)

MITHRIL CAPITAL PLC

(the "Company")

Proposed acquisition of Agenda 21 Digital Holding Limited

Suspension of trading in the Company's shares

Notice of cancellation of listing on the Official List and proposed re-admission to AIM

Mithril Capital plc (LSE: MITH), announces that it has conditionally agreed to acquire the entire issued share capital of digital media agency Agenda 21 Digital Holding Limited ("Agenda 21") (the "Acquisition") in a reverse takeover. The Company has requested an immediate suspension of trading in its shares and intends to cancel its listing on the Official List and seek re-admission of the Company's shares to trading on AIM in due course.

Key Highlights

· Conditional agreement to acquire the entire issued capital of Agenda 21

· Initial consideration of c. £3.3m, to be satisfied:

§ 65% in cash

§ 35% by the issue of new ordinary shares in the Company

· Deferred consideration of up to £8.6m payable subject to performance criteria over the next 3 years

· Completion of the Acquisition is conditional on:

§ a placing of new shares in the Company to raise funds to facilitate the Acquisition

§ re-admission of the Company's shares to trading on AIM ("Admission")

· Enlarged group to be Chaired by Peter Scott (previously The Engine Group and Aegis Group plc) and focused on building a digital-centric network of specialist companies operating in the marketing services, technology and e-commerce sectors.

Agenda 21 & New focus on Digital Media

Founded in 2005, Agenda 21 is a market-leading digital media and analytics agency. It creates multi-channel campaigns across pay-per-click, natural search, display advertising and other paid media, underpinned by proprietary analytics. It serves clients across a variety of industries, including financial services, utilities, B2B and B2C goods and charities. Agenda 21 has won numerous industry awards, most recently the 2015 RAR Award for Digital Strategy for agencies with 40-99 staff. The business is currently owned and managed by its founders, Pete Robins and Rhys Williams, who will remain with the business upon completion of the Acquisition.

The Acquisition has been led by Peter Scott, co-founder and former CEO of The Engine Group and former Chairman and CEO of Aegis Group plc. The Directors of the Company, together with Peter, believe there is an opportunity to build a digital-centric network spanning the marketing services, technology and e-commerce sectors across the UK, Europe and US. This will be achieved through targeted acquisitions consolidating the currently fragmented market of independent digital specialists seeking access to deeper resources to enable them to develop and grow their businesses. Agenda 21 represents the first step in building this new network.

It is intended that with effect from Admission, Peter will be appointed Executive Chairman of the enlarged group, supported by a management team with a successful track record in executing buy and build strategies in the marketing services and digital space.

Suspension of shares, notice of cancellation of listing & re-admission to AIM

The Acquisition constitutes a reverse takeover under the Listing Rules. As the Company is currently unable to provide full disclosure under Rule 5.6.15 of the Listing Rules, the Company has requested a suspension of trading in its shares. The Company intends to apply to the UK Listing Authority and the London Stock Exchange requesting the cancellation of admission of the Company's shares to the standard segment of the UK Listing Authority's Official List and to trading in the Company's shares on the London Stock Exchange's main market for listed securities.

Pursuant to Listing Rule 5.2.8, the Company announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 8:00 am on 13 November 2015, being the anticipated completion date for the Proposed Acquisition and admission of the Company's shares to trading on AIM.

The Board will make further announcements in due course.

Enquiries

About Mithril Capital Plc

Mithril Capital was formed as an investment vehicle and listed on the London Stock Exchange's main market in December 2014, raising gross proceeds of £3.4m. The Company is focused on acquisition targets within the technology, media and telecommunications sector.