Bellzone Mining Regulatory News (BZM)

10 October 2014

Bellzone Mining plc

("Bellzone" or "the Company")

Notice of Extraordinary General Meeting

Further to the announcement earlier today regarding a Placing to raise gross proceeds of approximately £1.19 million and a Conditional Placing to raise approximately £0.49 million, Bellzone Mining plc (AIM: BZM) announces that it has today posted to shareholders a circular regarding the Conditional Placing which contains a notice of Extraordinary General Meeting (the "Notice") and an accompanying proxy form.

The resolution detailed in the Notice will be proposed at the Extraordinary 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, 28 October 2014.

A copy of the Notice and the proxy form is available from the Company's website.

www.bellzone.com

Enquiries:

Bellzone Mining plc

Peta Baldwin, Corporate Affairs +44 (0) 1534 513 500

Investec Securities

Nominated Advisor and Broker

Chris Sim / George Price / Jeremy Ellis +44 (0) 20 7597 5970

Bell Pottinger

Financial Public and Investor Relations

Daniel Thöle +44 (0) 20 3772 2500

Bellzone Mining plc

Registered No 99308

Companies (Jersey) Law 1991 (the "Law")

Registered office address: Channel House, Green Street, St Helier Jersey, JE2 4UH, Channel Islands

10 October 2014

Dear Shareholder

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Enclosed is the notice of an extraordinary general meeting ("EGM") of the shareholders of Bellzone Mining plc (the "Company").

The EGM 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 28 October 2014.

The resolution to be proposed at the EGM is as follows:

"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 ninety-eight million, nine-hundred and twenty thousand, nine-hundred and eleven (98,920,911) ordinary shares (being approximately equal to 9.69% of the number of ordinary shares in issue and held outside of treasury following the placing announced on 10 October 2014), 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."

Purpose of the Extraordinary General Meeting

The resolution above is required to enable the Company to allot and issue additional shares pursuant to a cash box placing to raise new equity funds to enable the Company to continue operations.

On 22 September 2014, the Company announced that it had been unable to reach agreement with China Sonangol International (S) Pte Ltd ("China Sonangol") on the final satisfaction of all conditions of the loan agreement announced on 18 August 2014 (the "Loan").

On 10 October 2014 the Company announced a non-pre-emptive placing to raise gross proceeds of approximately £1.19 million (the "Placing") through the issue of 238,093,724 new ordinary shares of no par value ("the Placing Shares") and a further conditional placing to raise approximately £0.49 million (the "Conditional Placing") through the issue of 98,920,911 new ordinary shares of no par value (the "Conditional Placing Shares"). In both the Placing and the Conditional Placing, the placing price is 0.5p and the sole investor is China Sonangol.

The placing price represents a discount of 3.8 per cent to the closing mid-price of the Company's shares of 0.52p on 19 September 2014, being the last day of trading before the Company's shares were suspended from trading on the AIM Market of the London Stock Exchange ("AIM").

Bellzone has a general authority from shareholders pursuant to Resolution 5 of the Annual General Meeting held on 25 July 2014 ("AGM"), to allot up to 238,093,724 ordinary shares in the Company. Following the rejection of Resolution 6 at the AGM which sought to dis-apply pre-emption rights over the issue of 119,046,862 ordinary shares for cash, the Company intends to issue the 238,093,724 Placing Shares for non-cash consideration (to which pre-emption rights do not apply) via a cash box placing.

A cash box placing is a mechanism whereby a company can raise new equity funds via an issue of shares for non-cash consideration (to which pre-emption rights do not apply) in circumstances where it does not have authority to issue such shares directly for cash (for which a disapplication of pre-emption rights is required and in the case of Bellzone has not been authorised by shareholders). A cash box placing is not an issue for cash, but an issue of shares made in consideration for the transfer to the issuer of shares in a special purpose subsidiary company. The Board has determined to proceed with a cash box placing in light of the Company's current financial difficulties.

The Conditional Placing, which is also structured as a cash box placing, to which pre-emption rights do not apply, requires the approval of shareholders at the EGM of an Ordinary Resolution to renew the Company's general authority to issue new Ordinary Shares. The Company has received irrevocable commitments from certain shareholders in respect of 219,258,167 ordinary shares in aggregate, representing 21.48 per cent of the voting rights of the Company following the Placing, to vote in favour of the resolution to approve the Conditional Placing.

The proceeds of the Placing are expected to provide Bellzone with sufficient funds to continue operations until the end of October 2014 and, taking account of the further proceeds of the Conditional Placing, until the end of November 2014. A total of 238,093,724 Placing Shares have been placed with China Sonangol and a further 98,920,911 Conditional Placing Shares have been placed with China Sonangol, subject to inter alia, shareholder approval.

Following the Placing, China Sonangol will be interested in approximately 46.25 per cent, of the voting rights of the Company. Should the Conditional Placing be approved by shareholders, China Sonangol will be interested in 51.00 per cent of the voting rights of the Company.

The Board looks forward to developing the future financing strategy of the Company further with China Sonangol, including the status of the Loan, under which $1.5 million is drawn and repayable with interest on or before 14 December 2014. Until the Company has such clarity regarding its financial position, including China Sonangol's views with respect to financing beyond the end of November, it believes it is appropriate that its ordinary shares remain suspended from trading on AIM.

Takeover Code

As a result of the uncertainty surrounding the Company's financial position, China Sonangol applied to the Panel on Takeovers and Mergers ("Panel") for dispensation under Rule 9 of the City Code on Takeovers and Mergers (the "Code").

Under Rule 9 of the Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by that person and any interest(s) in shares held or acquired by persons acting in concert with him or her) carry 30 per cent or more of the voting rights of a company which is subject to the Code, that person is normally required to make a general offer to all of the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company.

An offer under Rule 9 must be in cash (or with a cash alternative) and at the highest price paid within the preceding 12 months to acquire any interest in shares in the Company by the person required to make the offer or any person acting in concert with him or her.

Following the Placing, China Sonangol will have increased its interest in shares carrying voting rights of the Company from 29.90 per cent to 46.25 per cent, and should the Conditional Placing be approved by shareholders, from 46.25 per cent to 51.00 per cent. Without a waiver of the obligations under Rule 9, each of these increases would oblige China Sonangol to make a general offer to Shareholders under Rule 9 of the Code.

Dispensation from General Offer

Under Note 1 of the Notes on Dispensations from Rule 9 of the Code, when the issue of new securities in consideration for an acquisition or a cash subscription would otherwise result in an obligation to make a general offer under Rule 9 of the Code (the "Rule 9 Offer"), the Panel will normally grant a waiver if, inter alia, the shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person(s) acting in concert with him or her (the "Independent Shareholders") pass an ordinary resolution on a poll at a general meeting (a "Whitewash Resolution") approving the proposals giving rise to the obligation to make an offer and the waiver of it by the Panel.

The Takeover Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a Circular to be prepared in accordance with Section 4 of Appendix 1 to the Code) if Independent Shareholders holding more than 50 per cent of the company's shares capable of being voted on such a resolution confirm in writing that they would vote in favour of the Whitewash Resolution were such a resolution to be put to the shareholders of the company at a general meeting.

Independent Shareholders who, in aggregate, are interested in 275,352,559 ordinary shares of Bellzone, representing 50.2 per cent of the ordinary shares capable of being voted on such a Whitewash Resolution confirmed in writing to the Panel that they would vote in favour of such a resolution. As a result, China Sonangol has not been required to make a general offer under Rule 9 of the Code and there will be no requirement to put a Whitewash Resolution to a poll of Independent Shareholders at a general meeting.

About China Sonangol

Established in 2004, China Sonangol is a joint venture between Angola's state-owned oil company, Sonangol E.P., and the Hong Kong-based company, New Bright International Development. The company initially focused on oil and gas, minerals and reconstruction projects in Africa, but within 10 years, the company grew and diversified into other areas of business such as real estate and transportation projects globally.

Headquartered in Hong Kong, China Sonangol has offices across Africa and Asia. Collectively, China Sonangol employs more than 3,600 people across a range of disciplines.

Total Voting Rights

As a result of the Placing, the total issued share capital of the Company is 1,031,739,472 ordinary shares of no par value (the "Ordinary Shares"), of which 11,080,130 Ordinary Shares are held by the Company in treasury. The number of Ordinary Shares held in treasury has increased by 75,000 as a result of the reassignment of Ordinary Shares previously held by a blind trust for a number of years. Accordingly, the issued share capital of the Company after the Placing (but before the Conditional Placing) for the purpose of calculating total voting rights will be 1,020,659,342 Ordinary Shares.

As a result of the Conditional Placing, the total issued share capital of the Company will be 1,130,660,383 ordinary shares of no par value (the "Ordinary Shares"), of which 11,080,130 Ordinary Shares are held by the Company in treasury. Accordingly, the issued share capital of the Company after the Conditional Placing for the purpose of calculating total voting rights will be 1,119,580,253 Ordinary Shares.

The Placing Shares and Conditional Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Related Party Transaction

Under the AIM Rules, China Sonangol is a related party of Bellzone. The directors of Bellzone consider, having consulted with Bellzone's Nominated Adviser, Investec Bank plc ("Investec"), that the terms of the Placing and the Conditional Placing are fair and reasonable insofar as the shareholders of Bellzone are concerned.

Action to be taken

You will find a Form of Proxy enclosed with this letter for use in connection with the EGM. Whether or not you intend to be present at the EGM, 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 Registrars (Jersey) Limited, 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands by no later than 9:00am London time on Friday 24 October 2014, being 48 hours before the time appointed for holding the EGM. 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 the proposed resolution is in the best interests of the Company and its shareholders as a whole and is essential for the continued operation of the Company. The directors unanimously recommend that, for the reasons set out in this letter, you vote in favour of the proposed resolution as they intend to do in respect of their own beneficial holdings.

On behalf of the directors of the Company,

Michael Farrow

Chairman

Bellzone Mining plc

Registered No 99308

Companies (Jersey) Law 1991 (the "Law")

Registered office address: Channel House, Green Street, St Helier Jersey, JE2 4UH, Channel Islands

NOTICE OF extraordinary GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an extraordinary general meeting of members (the "Shareholders") of Bellzone Mining plc (the "Company") 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 28th October 2014 to consider and, if deemed fit, to pass the ordinary resolution set out below.

ORDINARY RESOLUTION:

ALLOTMENT OF RELEVANT SECURITIES

1. 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 ninety-eight million, nine-hundred and twenty thousand, nine-hundred and eleven (98,920,911) ordinary shares (being approximately equal to 9.69% of the number of ordinary shares in issue and held outside of treasury following the placing announced on 10th October 2014), 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.

VOTING AND PROXIES

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

A Shareholder entitled to attend, speak and vote at the extraordinary 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 extraordinary 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.

The ordinary resolution put to the vote of the extraordinary 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.

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 Registrars (Jersey) Limited, 12 Castle Street, St Helier, Jersey, JE2 3RT, Channel Islands by no later than 9.00am London time on Friday 24th October 2014. You may also submit your proxy electronically at www.capitashareportal.com by no later than that time. Any Shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the extraordinary 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 extraordinary 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 7th October 2014 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 extraordinary 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

10th October 2014

Registered Office

Channel House

Green Street

St Helier

Jersey

JE2 4UH

Channel Islands

Bellzone Mining plc

Registered No 99308

Companies (Jersey) Law 1991 (the "Law")

Registered office address: Channel House, Green Street, St Helier Jersey, JE2 4UH, Channel Islands

This form is only for registered holders of certificated shares for use at the extraordinary general meeting of Bellzone Mining plc (the "Company") to be held inThe Boardroom, Level 2, 5 St Andrews Place, Charing Cross, St. Helier, Jersey, JE2 3RP, Channel Islands at 9.00am London time on Tuesday 28th October 2014, 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 extraordinary general meeting,

as my/our proxy to attend and vote for me/us on my/our behalf at the extraordinary general meeting which will be held for the purpose of considering, and if deemed fit, passing with or without modification, the ordinary resolution to be proposed at the extraordinary 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).

Signed at on 2014

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 Registrars (Jersey) Limited, 12 Castle Street, St Helier, Jersey, JE2 3RT, Channel Islands by no later than 9.00am London time on Friday 24th October 2014.

NOTES TO FORM OF PROXY FOR SHAREHOLDERS

1. Each member (i.e. shareholder) is entitled to appoint a proxy (who need not be a member of Bellzone Mining plc) to attend, speak and vote in place of that member at the extraordinary general meeting or any adjournment thereof.

2. Each member may insert the name or the names of up to two persons to act as alternative proxy of the member's choice in the space/s provided, with or without deleting "the chairman of the extraordinary general meeting", but to be effective any such deletion must be signed by the member. The person whose name stands first on the form of proxy and who is present at the extraordinary general meeting will be entitled to act as proxy to the exclusion of those whose names follow.

3. Please insert an "X" or the number of shares you hold in the relevant space according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in Bellzone Mining plc, please insert in the relevant space the number of shares held in respect of which you wish to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the extraordinary general meeting as he/she/it deems fit in respect of all of your votes exercisable at the extraordinary general meeting (unless you attend and vote at the extraordinary general meeting in person). A member is not obliged to use all the votes exercisable by the member, but the total of the votes cast or in respect of which abstention is recorded may not exceed the total number of votes exercisable by the member. An "abstained" vote is not a vote in law and will not be counted in the proportion of shares for or against any resolution.

4. Where there are joint holders of any shares, such joint holders may elect one of their number to represent them and vote whether personally or by proxy in their name. In default of such election the person whose name appears first in the register in respect of such shares shall be the only person entitled to vote in respect thereof.

5. To be passed, the ordinary resolution (resolution 1) requires a simple majority of votes cast to be cast in favour of the ordinary resolution. The ordinary resolution put to the vote of the extraordinary 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.

6. Forms of proxy must be received at the Company's registrar's offices at Capita Registrars (Jersey) Limited, 12 Castle Street, St Helier, Jersey, JE2 3RT, Channel Islands by no later than 9.00am London time on Friday 24th October 2014. You may also submit your proxy electronically at www.capitashareportal.com by no later than that time.

7. The completion and lodging of this form of proxy will not preclude the relevant member from attending the extraordinary general meeting and speaking and voting in person at the extraordinary general meeting to the exclusion of any proxy appointed in terms of this form.

8. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom, Jersey or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may vote, on a show of hands or on a poll, by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of directors of the Company of the authority of the person claiming to exercise the right to vote has been received by the Company at its registered office at Channel House, Green Street, St Helier, Jersey, JE2 4UH, Channel Islands, by no later than 9.00am London time on Friday 24th October 2014.

9. To be effective, any alteration to this form must be signed in full (and not merely initialled).

10. The Company has fixed the close of business on Tuesday 7th October 2014 as the record date for determining the persons entitled to receive the notice of the extraordinary general meeting, so that the persons entered on the Company's register of members at that time are the persons so entitled.

11. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic appointment service, may do so for the extraordinary general meeting and any adjournment(s) thereof by utilising the procedures described in the "CREST Reference Manual" issued by Euroclear UK & Ireland Limited (the "CREST Manual"). CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

12. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message ("Crest Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time for receipt of proxy appointments specified in note 6 of this form of proxy. CREST members and, where applicable, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999.

14. An instrument of proxy which is not deposited in the manner so required shall be invalid.