Bellzone Mining Regulatory News (BZM)

2 June 2015

BELLZONE MINING PLC

("Bellzone" or "the Company")

Notice of Annual General Meeting and Posting of Annual Report

Bellzone Mining plc (AIM: BZM) announces notice of its Annual General Meeting.

Bellzone's Annual Report and Accounts for 2014, enclosing the Notice of AGM (together, the "Circular") is expected to be posted to shareholders on 5 June 2015.

The resolutions detailed in the Circular will be proposed at the Annual General Meeting of the Company to be held in the Boardroom, Level 2, 5 St Andrews Place, Charing Cross, St Helier, Jersey JE2 3RP, Channel Islands at 9.00am London time on Tuesday, 23 June 2015.

Copies of the Circular and of the Report & Accounts are available from the Company's website www.bellzone.com.

Enquiries:

Corporate Affairs Bellzone Mining plc

Simon Edwards

Telephone: +44 1534 513 500

Nominated Adviser WH Ireland Limited

James Joyce

Telephone: +44 20 7220 1666

Public Relations Bell Pottinger

Daniel Thole

Telephone: +44 20 3772 2500

Bellzone Mining plc

Registered No 99308 Companies ( Jersey) Law 1991 (the "Law")

Registered office address: Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands

Directors:

Michael Farrow (Non-Executive Chairman); Kum Hon Tung (Executive Director);

Tony Gardner-Hillman (Non-Executive Director); Simon Brickles (Non-Executive Director)

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

Enclosed is the notice of the Annual General Meeting ("AGM") of the shareholders of Bellzone Mining plc (the "Company") for 2015.

The AGM will be held in the Boardroom, Level 2, 5 St Andrews Place, Charing Cross, St Helier, Jersey JE2 3RP, Channel Islands at 9.00am London time on Tuesday, 23 June 2015.

The resolutions to be proposed at the AGM comprise:

1. an ordinary resolution to receive and adopt the financial statements of the Company for the year ended 31 December 2014 and the directors' and auditors' reports thereon (copies of which have been posted to shareholders and are also available for download on the Company's website at www.bellzone.com);

2. an ordinary resolution to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the Company to fix their remuneration;

3. an ordinary resolution to re-appoint Tony Gardner-Hillman as a director of the Company (such re-appointment being recommended by the directors of the Company);

4. an ordinary resolution to appoint Kum Hon Tung as a director of the Company (such appointment being recommended by the directors of the Company);

5. an ordinary resolution to appoint Simon Brickles as a director of the Company (such appointment being recommended by the directors of the Company);

6. an ordinary resolution authorising the directors of the Company for the purposes of Article 2.3 of the Company's articles of association (the "Articles") to allot relevant securities (as that term is defined in the Articles) in respect of up to an additional three hundred and thirty-nine million, one hundred and ninety-eight thousand (339,198,000) ordinary shares (being equal to 30% of the number of ordinary shares in issue on 1 June 2015);

7. a special resolution, in the context of the Company's ongoing requirement for funding to develop projects, pursuant to Article 2.10 of the Articles disapplying the pre-emption provisions in Articles 2.4 to 2.8 of the Articles in relation to the issue of equity securities (as that term is defined in the Articles) for cash in the following circumstances:

(i) the allotment of equity securities in connection with a pre-emptive issue (whether by a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date, but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and

(ii) to the allotment (other than under paragraph (i) above) of equity securities up to a maximum number of one hundred and sixty-nine million, five hundred and ninety-nine thousand (169,599,000) equity securities (representing 15% of the number of ordinary shares in issue on 1 June 2015); and

NOTICE OF ANNUAL GENERAL MEETING (continued)

8. a special resolution authorising the Company to make market purchases of its own ordinary shares and hold up to a maximum number of one hundred and thirteen million, sixty-six thousand (113,066,000) ordinary shares (being equal to 10% of the number of ordinary shares in issue on 1 June 2015) at a price between the minimum and maximum price referred to in paragraphs (B) and (C) of resolution 8 in the enclosed notice of the AGM.

The resolutions referred to at paragraphs 6 and 7 above are required to enable the Company to allot and issue additional shares, should the Company need to raise additional capital, and, in the case of the authority referred to in paragraph 7(ii) above, to take advantage of opportunities that may arise that require the Company to allot shares other than on a pre-emptive basis.

Action to be taken

You will find a Form of Proxy enclosed with this letter for use in connection with the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company's Registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom not later than 9.00am London time on Friday, 19 June 2015, being 48 hours before the time appointed for holding the AGM. Completion of the Form of Proxy will not preclude you from attending the meeting and voting in person if you so wish.

The directors of the Company consider that all the proposed resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The directors unanimously recommend that, for the reasons set out in this letter, you vote in favour of each of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

On behalf of the directors of the Company,

Michael Farrow

Chairman

2 June 2015

NOTICE OF ANNUAL GENERAL MEETING (continued)

Bellzone Mining plc

Registered No 99308 Companies ( Jersey) Law 1991 (the "Law")

Registered office address: Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of members (the "Shareholders") of Bellzone Mining plc (the "Company") will be held at the Boardroom, Level 2, 5 St Andrews Place, Charing Cross, St Helier, Jersey JE2 3RP, Channel Islands (the "Venue") at 9.00am London time on Tuesday, 23 June 2015 to consider and, if deemed fit, to pass the resolutions set out below.

RESOLUTIONS

ORDINARY RESOLUTIONS:

Financial statements of the Company for the year ended 31 December 2014

1. Resolved to receive and adopt the financial statements of the Company for the year ended 31 December 2014 and the directors' and auditors' reports thereon.

Re-appointment of auditors

2. Resolved to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the Company to fix their remuneration.

Re-appointment of director

3. Resolved that Tony Gardner-Hillman be re-appointed as a director of the Company (such re-appointment being recommended by the directors of the Company).

Appointment of director

4. Resolved that Kum Hon Tung be appointed as a director of the Company (such appointment being recommended by the directors of the Company).

Appointment of director

5. Resolved that Simon Brickles be appointed as a director of the Company (such appointment being recommended by the directors of the Company).

Allotment of relevant securities

6. Resolved that the directors of the Company be and are hereby generally and unconditionally authorised for the purposes of Article

2.3 of the Company's articles of association (the "Articles") to exercise all or any of the powers of the Company pursuant to the Articles to allot relevant securities (as that term is defined in the Articles) in respect of up to an additional three hundred and thirty- nine million, one hundred and ninety-eight thousand (339,198,000) ordinary shares (being equal to 30% of the number of ordinary shares in issue on 1 June 2015), provided that this authority shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may allot relevant securities pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

NOTICE OF ANNUAL GENERAL MEETING (continued)

SPECIAL RESOLUTIONS:

DISAPPLICATION OF PRE-EMPTION RIGHTS PURSUANT TO ARTICLE 2.10 OF THE ARTICLES

7. Resolved that, subject to and conditional upon the passing of resolution 6, the directors of the Company be generally and unconditionally authorised by virtue of Article 2.10 of the Articles to exercise all powers of the Company to allot equity securities (as that term is defined in the Articles) for cash pursuant to the authority conferred in resolution 6 as if the pre-emption provisions of Articles 2.4 to 2.8 of the Articles did not apply to any such allotment, provided that this power:

(A) shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and

(B) shall be limited to the following circumstances:

(i) to the allotment of equity securities in connection with a pre-emptive issue (whether by way of a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all those Shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and

(ii) to the allotment (other than under paragraph (B)(i) above) of equity securities up to a maximum number of one hundred and sixty-nine million, five hundred and ninety-nine thousand (169,599,000) equity securities (representing 15% of the number of ordinary shares in issue on 1 June 2015).

AUTHORITY TO PURCHASE ORDINARY SHARES

8. Resolved that the directors of the Company be generally and unconditionally authorised pursuant to Article 57 of the Law to make market purchases of ordinary shares of the Company, provided that:

(A) the maximum number of ordinary shares of the Company authorised to be purchased and held is one hundred and thirteen million, sixty-six thousand (113,066,000) ordinary shares (being equal to 10% of the number of ordinary shares in issue on 1 June 2015);

(B) the minimum price, exclusive of any expenses, which may be paid for an ordinary share of the Company is £0.001;

(C) the maximum price, exclusive of any expenses, which may be paid for an ordinary share of the Company shall be the higher of:

(i) an amount equal to 105% of the average middle market quotation for ordinary shares of the Company taken from AIM, a market operated by London Stock Exchange plc ("AIM"), for the five business days immediately preceding the day on which such shares are to be contracted to be purchased; and

(ii) the price of the last independent trade; and

(iii) the highest current independent bid on AIM at the time the purchase is carried out; and

(D) the authority hereby conferred shall expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require ordinary shares to be purchased after such expiry and the directors of the Company may purchase ordinary shares pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

NOTICE OF ANNUAL GENERAL MEETING (continued)

VOTING AND PROXIES

The form of proxy for Shareholders is enclosed with this notice.

A Shareholder entitled to attend, speak and vote at the annual general meeting is entitled to appoint a proxy to attend, speak and vote in their stead.

A proxy need not be a Shareholder.

On a show of hands, every Shareholder who is present in person or by proxy (or being a company is represented) and who is allowed to vote at the annual general meeting shall have one vote. Upon a poll every such Shareholder shall have one vote for every share of which he/she/it is the registered holder.

All ordinary resolutions put to the vote of the annual general meeting shall be decided on a show of hands unless, before, or on the declaration of the result of, a vote on a show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. All special resolutions put to the vote of the annual general meeting shall be decided by way of poll.

Forms of proxy may also be obtained on request from the Company's registered office. The completed forms of proxy must be deposited at the Company's registrar's offices at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom by no later than 9.00 am London time on Friday, 19 June 2015. Any Shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the annual general meeting (to the exclusion of any proxy appointed) should the Shareholder subsequently decide to do so.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic appointment service, may do so for the annual general meeting and any adjournment(s) thereof by utilising the procedures described in the "CREST Reference Manual" issued by Euroclear UK & Ireland Limited. Please see the notes on the enclosed form of proxy for further details.

The Company has fixed the close of business on Wednesday, 27 May 2015 as the record date for determining the persons entitled to receive this notice, so that the persons entered on the Company's register of members at that time are the persons so entitled.

In order to be able to attend and vote at the annual general meeting or any adjourned meeting (and also for the purpose of calculating how many votes a person may cast), a person must have his/her/its name entered on the register of members of the Company 48 hours prior to the meeting (or 48 hours before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

By order of the board

Consortia Secretaries Limited Company Secretary

2 June 2015

Registered Office Standard Bank House 47-49 La Motte Street St Helier

Jersey JE2 4SZ

Channel Islands

FORM OF PROXY FOR SHAREHOLDERS

Bellzone Mining plc

Registered No 99308 Companies ( Jersey) Law 1991 (the "Law")

Registered office address: Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands

This form is only for registered holders of certificated shares for use at the annual general meeting of Bellzone Mining plc (the "Company") to be held in the Boardroom, Level 2, 5 St Andrews Place, Charing Cross, St Helier, Jersey JE2 3RP, Channel Islands at 9.00am London time on Tuesday, 23 June 2015, or any adjournment if required. Additional forms of proxy are available from the Company's registered office.

I/We (name in block letters)

of

(Address) being the registered holder/s of shares in Bellzone Mining plc hereby appoint (see note 2) 1.

_____________________________________________________________________________________ or failing him/her

2. _____________________________________________________________________________________ or failing him/her

3. the Chairman of the Annual General Meeting,

as my/our proxy to attend and vote for me/us on my/our behalf at the annual general meeting which will be held for the purpose of considering, and if deemed fit, passing with or without modification, the ordinary and special resolutions to be proposed at the annual general meeting and at each adjournment required and to vote for or against or to abstain from voting in respect of the shares in the issued share capital of Bellzone Mining plc registered in my/our name/s, in accordance with the following instructions (see note 4).

Insert an "X" in the relevant spaces below or the number of shares according to how you wish your votes to be cast (see note 3).

FORM OF PROXY FOR SHAREHOLDERS (continued)

Signed at _________________________________________________ on _______________________________________

2015 Signature _______________________________

Assisted by (if applicable) ___________________________________________

Please read the notes on the following page.

Completed forms of proxy must be received at the Company's registrar's offices at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom by no later than 9.00 am London time on Friday, 19 June 2015.

NOTES TO FORM OF PROXY FOR SHAREHOLDERS