Duke Capital Regulatory News (DUKE)

30 June 2014

Praetorian Resources Limited ("Praetorian" or the "Company")

Issue of new shares

During July 2013 the Company announced that the majority of the Directors and advisors had agreed to accrue their contractual fees from 31 March 2013 as part of a cost saving and cash enhancement initiative. Those fees, in respect of services provided by two former directors, Mark Hohnen and Richard Lockwood and to two advisers, Malcolm Burne and Charles Cannon-Brookes have been accrued on the Company's balance sheet to date.

In line with this cash enhancement initiative, the Company has agreed with Messrs Hohnen, Lockwood, Burne and Cannon-Brookes to settle these accrued fees by the issue of 2,000,000 new Praetorian ordinary shares of no par value ("Ordinary Shares") representing a material discount to the combined total outstanding value of these contracts, which inclusive of notice periods equates to £297,500. Of these, 1,725,000 Ordinary Shares will be issued to Arlington Group Asset Management Limited (a company owned in equal share by Mr. Burne, Mr. Cannon-Brookes and Mr. Lockwood that contracts for their services) and 275,000 Ordinary Shares will be issued to Mark Hohnen. As a condition of this settlement, both Mr. Lockwood and Mr. Cannon-Brookes have agreed not to charge any further fees for the services they provide as part of the Advisory and Execution Team.

The placing of these Ordinary Shares constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Director's, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, consider that the terms of the transaction are fair and reasonable in so far as the Company's shareholders are concerned.

Application will be made for the admission to trading on AIM of the 2,000,000 new Ordinary Shares with admission expected to take place on or around 4 July 2014. Following admission, the Company's issued share capital will be 45,635,936 Ordinary Shares with each Ordinary Share carrying the right to one vote. The figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the Disclosure and Transparency Rules.

The Company has in issue 23,205,443 subscription shares which carry voting rights only in limited circumstances. Subscription shareholders are not required to notify their interest in, or a change to their interest in, subscription shares under the Disclosure and Transparency Rules.

Robert King, Chairman stated:

"These most recent cash conservation initiatives will assist in retaining the Company's operating costs below GBP 250,000 per annum. I am pleased that Richard Lockwood and Charles Cannon-Brookes have agreed to continue to advise the Company without further charges, preferring to benefit from any uplift in the Company's share price.

The Board remain cognisant of the fact that the Company is undercapitalised and our focus remains on maximising the value from the existing portfolio while also actively searching for strategic opportunities to bring renewed positive momentum and scale to Praetorian."

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