Grit Inv Tst Regulatory News (GRIT)

For immediate release 21 December 2016

GLOBAL RESOURCES INVESTMENT TRUST PLC

Approval of the new Manager Agreements as a related party transaction under the Listing Rules

Adoption of New Investment Policy

and

Notice of General Meeting

The Company announces that it is posting a circular to Shareholders convening a general meeting at 12.00 noon on 16 January 2017 at the offices of DMH Stallard LLP at 6 New Street Square, New Fetter Lane, London EC4A 3BF to consider the related party transaction and the adoption of the new investment policy as described further below. The circular will also be available on the Company's website www.grit.london and will shortly be available from the National Storage Mechanism.

1. INTRODUCTION

On 21 December 2016, the Company announced that it was proposing to change the arrangements with RDP (the Investment Manager as at the date of this announcement) for managing the Company, which is a related party transaction under the Listing Rules.

The Board considers that it is more practical for the Company and its Portfolio to become self- managed and have reached agreement with RDP in respect of an early termination of the Investment Management Agreement, as set out in the Termination Agreement, together with the continuing provision of certain back office functions to GRIT as set out in the Transitional Services Agreement.

Under the terms of the Termination Agreement, the Company will pay the Investment Manager an early termination fee comprising the issue of new Ordinary Shares on the basis set out below.

In addition, the Company is proposing to appoint David Hutchins, a partner of RDP, as an Executive Director of GRIT under the Service Agreement entered into by GRIT and Mr Hutchins.

The arrangements under the Termination Agreement, the Transitional Services Agreement and the Service Agreement, together the 'new Manager Agreements', are classified as a 'related party transaction' under the Listing Rules as together they are a transaction with the Investment Manager and are therefore subject to, and conditional upon the approval of the Independent Shareholders at the General Meeting.

The Company is also proposing that, subject to Shareholder approval, the New Investment Policy is adopted from Completion

Further details of the Termination Agreement, the Transitional Services Agreement, and New Investment Policy and the recommendation of the Directors are set out in paragraphs 3 and 9 respectively below.

The purpose of the Document is to explain the background to, and reasons for, the Proposals and why the Directors believe that the Proposals are in the best interests of the Company and Shareholders as a whole and to recommend that Shareholders vote in favour of the Resolutions at the General Meeting to be held on 16 January 2017.

2. BACKGROUND TO AND REASONS FOR THE PROPOSALS

Shareholders will recall that due to the perilous market conditions in the minerals sector the Company fell in breach of the cover ratio resulting in it being in default with regard to the £5,000,000 of Loan Notes. Following several financing proposals announced during the course of this year, we announced on 19 August that the latest proposal would not proceed due to the lack of Shareholder support and that we would repay £1,000,000 of Loan Notes due to LIM (now done) to be followed by a balance of £2,500,000 in full and final settlement. As announced on 2 November 2016, the Company has nevertheless been able to repay £1,000,000 of the outstanding amount from other portfolio realisations, leaving a balance of £1,500,000 due to LIM. Further to the announcement of 6 December 2016 which notified the market that the proposed sale of 26,100,000 shares in Merrex Gold was no longer proceeding, the Company reported that it remains confident of realizing further funds which can be used to discharge the remaining liability to LIM. In addition, there remain £1,200,000 nominal of Loan Notes due to other parties. The Board is therefore pleased that the pressing need to repay LIM is now being dealt with without what would have been a very dilutive issue to Shareholders. However, given the reduced size of the portfolio and the need to run an efficient and cost effective operation, the Board has resolved that it should press ahead with the cancellation of the Investment Management Contract so that in the future the Company will be self-managed.

The current management arrangements under the Investment Management Agreement provide for an annual fee of 1.5 per cent. to the manager based upon net asset value. For the years ended 31 December 2014 and 2015, the amounts of such fee were £316,696 and £255,434 respectively, and in the current year the fee has been £145,057. If the net asset base of the Company were to grow, then the fee could rise without limit and this would represent a large cash cost to the Company. The Proposals eliminate this cash cost in return for the issue of Ordinary Shares under the termination arrangements set out in paragraph 3 below. In addition, it is considered more practical for the Company to take direct charge of the investment strategy and thus eliminate a layer of costly bureaucracy inherent in a formal investment management agreement. As discussed in paragraph 3 below, the impetus for the Proposals came from certain major Shareholders, who had expressed a concern about the cash cost of running what had become a relatively small investment trust.

The Board therefore consider that it is in Shareholders' interests to eliminate the cash management fee and replace this with an arrangement that more closely aligns the reward of the key executives with the interests of Shareholders, being share price performance.

The Board have also been giving consideration to the Company's investment policy given the commodity markets have started to recover this year: after a prolonged and severe downturn, investor interest has been focused only towards the large capitalisation stocks or those with operational assets and positive cash flows. Exploration and early stage development companies, which were the original focus of the portfolio have remained largely ignored by investors and have continued to underperform. Consequently, we have been reducing our portfolio exposure to those grass root, early exploration companies and focusing more heavily on those companies with potentially large scale assets that also have the ability to bring them into production over the coming years. Consequently we would like to increase our focus on those types of companies, as we believe that they offer the best value within the junior resources market. However, such a change in focus will require a change to the investment policy.

We will continue to maintain a diversified portfolio, both geographically and by commodity, and we will also continue to maintain a spread of investments. However, it will become a more focused portfolio, on those companies that we have identified with a significant asset base and who also have the ability to make the transition from development company to producer.

3. DETAILS OF THE RELATED PARTY TRANSACTION

RDP has been the Company's Investment Manager since IPO Admission and remains as such as at the date of this Document. David Hutchins, the Proposed Director, is one of two partners of RDP. As at the LPD, RDP held the 50,000 Existing Ordinary Shares and 50,000 Deferred Shares.

RDPL is wholly owned by David Hutchins. RDPL is a management services company which provides office space and support services to RDP. David Hutchins, the Proposed Director, is on the board of RDPL. As at the LPD, RDPL held 400,000 Existing Ordinary Shares and £50,000 nominal of Loan Notes.

It is proposed that the Investment Management Agreement is terminated under the terms of which the consideration in full settlement of the Company's obligations under the agreement is as follows:

3.1. The payment by the Company to RDP of:

(i) £100,000 ("First Payment") on Admission ("First Trigger")

(ii) £100,000 ("Second Payment") when the Closing Price remains for a period of at least one month at or above each of 14p ("Second Trigger");

(iii) £100,000 ("Third Payment") when the Closing Price remains for a period of at least one month at or above each of 16p ("Third Trigger"); and

(iv) £100,000 ("Fourth Payment") when the Closing Price remains for a period of at least one month at or above each of 18p ("Fourth Trigger").

3.2. Subject to:

(i) the occurrence of the First Trigger, RDP shall subscribe at £0.05 per Ordinary Share for 2,000,000 Ordinary Shares ("First Subscription");

(ii) the occurrence of the Second Trigger, RDP shall subscribe at £0.05 per Ordinary Share for 2,000,000 Ordinary Shares ("Second Subscription");

(iii) the occurrence of the Third Trigger, RDP shall subscribe at £0.05 per Ordinary Share for 2,000,000 Ordinary Shares ("Third Subscription"); and

(iv) the occurrence of the Fourth Trigger, RDP shall subscribe at £0.05 per Ordinary Share for 2,000,000 Ordinary Shares ("Fourth Subscription").

3.3. The Company and RDP have the right to set off the First Payment against the First Subscription, the Second Payment against the Second Subscription, the Third Payment against the Third Subscription, and the Fourth Payment against the Fourth Subscription.

3.4. In the case of each issuance of Ordinary Shares in 3.2 above, RDP has agreed to a lock-in period of six months from the date of each respective issue.

3.5. The Company shall not be required to issue any Ordinary Shares to RDP to the extent that doing so will require it to issue a prospectus. Any Ordinary Shares not issued by the Company pursuant to the Termination Agreement will be issued as soon as the Company is able to issue such Ordinary Shares.

3.6. The Company shall not be required to issue any Ordinary Shares to RDP, or make the corresponding payment to RDP, to the extent that the Company does not have authority to issue shares. Any Ordinary Shares not issued, or payment not made, by the Company pursuant to this deed will be issued and/or paid as soon as the Company is able to issue such Ordinary Shares.

The terms of the Proposals set out above have been determined following consultation with certain major Shareholders who had expressed concern about the cash cost of the ongoing management arrangements under the Investment Management Agreement, and of whom three are providing irrevocable undertakings as referred to in paragraph 9 below. The value of the subscriptions set out above reflect the share price at the time of these discussions and when the "in principle" support of these Shareholders was obtained.

The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other declarations, made or paid on the Existing Ordinary Shares after Admission.

Applications are being made for the 2,000,000 New Ordinary Shares now being issued pursuant to the Proposals to be admitted to listing on the premium listing segment of the Official List and to trading on the Main Market. It is expected that such admission will become effective and such dealings will commence on or around 17 January 2017 and the Termination Agreement is conditional on this taking place.

The Board considers that it is attractive to terminate the Investment Management Agreement on a basis that aligns the Investment Manager's interests with those of the Shareholders, considering the termination fee to be paid in accordance with the termination provisions of the Investment Management Agreement which would have been £309,891 in cash. The Board has taken into account that whilst the value of the New Ordinary Shares is in excess of this amount, only 2,000,000 New Ordinary Shares to an agreed value of £100,000 are being issued at this stage, and the remainder will depend on the significant increases in the prices of the Ordinary Shares as set out above, which will be in the interests of Shareholders as a whole.

In accordance with the Termination Agreement, and in order to provide ongoing office support services, GRIT and RDP have also entered into the Transitional Services Agreement, under which RDP will provide certain back office functions to GRIT. This agreement is for a period of 12 months and RDP shall be entitled to recover the costs and expenses of providing these services to GRIT, such amount not to exceed £40,000.

In addition, the Company is proposing to enter into the Service Agreement with the Proposed Director for an annual salary of £20,000, further details of which are set out in paragraph 2.8(iv) of Part II of the Document.

Following the Proposals, RDP will continue to hold £50,000 nominal of Loan Notes and initially 2,400,000 Ordinary Shares rising to a maximum of 8,400,000 Ordinary Shares under the arrangements set out above.

The new Manager Agreements (comprising the Termination Agreement, the Transitional Services Agreement and the Service Agreement) are classified as a 'related party transaction' under the Listing Rules as they are a transaction with the Investment Manager. Consequently, these agreements are subject to, and conditional upon, inter alia, the approval of Shareholders at the General Meeting.

4. PROPOSED BOARD CHANGE

On approval of the Proposals, it is intended that David Hutchins, the Proposed Director, will be appointed as an Executive Director of GRIT. Further details, including details of current and past directorships and/or partnerships of the Proposed Director are as follows:

The business address of the Proposed Director is 4th Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ(Tel: +44 (0) 20 7290 8540) on appointment.

David (Sam) James Hutchins (aged 56) (Executive Director)

David has 30 years' experience as a resources analyst and fund manager. His career began with the Melbourne Stock Exchange in 1979 and he subsequently became an executive director of M&G Investment Management in London. He headed the International Desk at M&G Investment Management from 1995, where he was concurrently responsible for M&G's investments in the precious metals and commodities sector globally. He later became involved in Fund Management with Yorkton and AWI Administration Services. He was a founding director of Resources Investment Trust plc at its launch in January 2002, and Chief Executive of Ocean Resource Capital Holdings plc which was admitted to the AIM Market of the London Stock Exchange from 2003 to 2007.

In 2008, he became a director and fund manager of Grafton Resource Investments Limited, a Cayman Island exempt company investing in the resource sector. David was also a founding partner of www.minesite.com, a resource industry specific news related website and conference business, and is a member of the FTSE gold mines index committee. David is also one of two partners of RDP, the Company's Investment Manager as at the date of this Document, and has been a designated member of the team managing GRIT's Portfolio since IPO Admission. David is also a member of the Chartered Institute for Securities and Investment.

5. ADOPTION OF THE NEW INVESTMENT POLICY

Current Investment Policy

As at the date of this Document, the Company's investment policy, as it has been since IPO Admission, is as follows:

"GRIT will seek to achieve its investment objective through investment in companies globally which have a significant focus on natural resources and mining. GRIT will invest in companies that are in the field of the exploration and production of oil, gas, precious and industrial metals, and industrial and commercial minerals which, in the opinion of GRIT's investment manager, have the potential to increase their value considerably. These companies may be producing companies with a historical track record of production or they may be development companies or companies with exploration potential. GRIT will seek to ensure, through active shareholder involvement, that investee companies act to maximise long-term shareholder value. GRIT will invest primarily in companies with shares and securities which are listed, quoted or are admitted to dealing, on a relevant exchange (including debt securities which are convertible into quoted equity securities). For the purpose of this investment policy, a "relevant exchange" is (i) a regulated market, recognised investment exchange, recognised stock exchange, recognised overseas investment exchange or designated investment exchange, or (ii) a junior market operated by the operator of an exchange referred to in (i).

However GRIT may hold some investments in non-quoted, seed capital or pre-IPO companies.

Any material changes to GRIT's investment policy will only be made with the approval of Shareholders by ordinary resolution.

Risk diversification, asset allocation and maximum exposures

GRIT will seek to diversify its investments across a number of companies, with a range of natural resource assets, in jurisdictions globally. There are no restrictions as to the commodity classes and geographical regions into which GRIT may invest, however, GRIT will invest and manage its assets in a way which is consistent with its object of spreading risk. GRIT will adhere to the following investment restrictions:

Ø GRIT may only invest up to 10 per cent. of its Gross Asset Value (at the time of investment) in non-quoted, seed capital or pre-IPO;

Ø GRIT will not invest more than 15 per cent. of its Gross Asset Value in any one company (measured at the time of investment);

Ø GRIT will not take legal or management control over investments in its Portfolio;

Ø GRIT will not invest more than 10 per cent., in aggregate, of its Gross Asset Value in other listed closed-ended investment funds;

Ø distributable income (if any) will be principally derived from investments. GRIT will not conduct a trading activity which is significant in the context of the activities of GRIT as a whole;

Ø GRIT will not enter into derivative transactions for speculative purposes. GRIT does not expect to enter into any hedging transactions, although it may do so for the purposes of efficient portfolio management and to hedge against exposure to changes in currency rates to the full extent of any such exposure.

GRIT will hold any uninvested funds in cash, cash equivalents or other liquid instruments with a view to maximising the returns on any such funds.

For the purpose of this investment policy, "Gross Asset Value" shall mean the aggregate value of the gross assets of GRIT, calculated in accordance with the accounting policies adopted by GRIT from time to time."

Background to Proposed New Investment Policy

As the commodity markets have started to recover this year: after a prolonged and severe downturn, investor interest has been focused only towards the large capitalisation stocks or those with operational assets and positive cash flows. Exploration and early stage development companies, which were the original focus of the portfolio have remained largely ignored by investors and have continued to underperform. Consequently, we have been reducing our portfolio exposure to those grass root, early exploration companies and focusing more heavily on those companies with potentially large scale assets that also have the ability to bring them into production over the coming years. Consequently, we would like to increase our focus on those types of companies, as we believe that they offer the best value within the junior resources market. However, such a change in focus will require a change to the investment policy.

We will continue to maintain a diversified portfolio, both geographically and by commodity, and we will also continue to maintain a spread of investments. However, it will become a more focused portfolio, on those companies that we have identified with a significant asset base and who also have the ability to make the transition from development company to producer.

It is proposed that as part of the New Investment Policy, the investment limit for any single investment is increased to above 15 per cent. but limited to not more than 40 per cent of Gross Asset Value. There are currently no specific agreements or proposals to either make new investments or to increase existing holdings above 15 per cent, but the Board would like to have the ability to increase any investment beyond 15 per cent. if the opportunity presented itself. An investment beyond 15 per cent will not be the norm. It is anticipated that the Board will maintain a diverse portfolio with only 1 or 2 investments going beyond 15 per cent at any point in time. With the remainder of the portfolio being spread amongst a number of diverse investments in line with the New Investment Policy, the Board is of the view that the Company will be able to invest and manage its assets in a way which is consistent with its objective of spreading investment risk.

It should be noted that due to the reduction in net asset value since IPO Admission, and share performance of the investments, a number of holdings which are in compliance with the Current Investment Policy now represent over 20 per cent. of Gross Asset Value (being: Siberian Goldfields - 30.7 per cent.; and Merrex Gold - 20.0 per cent.) will also be in line with the New Investment Policy if agreed.

New Investment Policy

It is proposed that from Completion, the Company will adopt the New Investment Policy which will enable the Company to focus on specific opportunities that may arise, which the Directors and the Proposed Director believe demonstrate the potential to become major mining projects.

The New Investment Policy is set out below and the bold underlined text indicates the changes proposed:

"GRIT will seek to achieve its investment objective through investment in companies globally which have a significant focus on natural resources and mining. GRIT will invest in companies that are in the field of the exploration and production of oil, gas, precious and industrial metals, and industrial and commercial minerals which, in the opinion of GRIT's investment manager, have the potential to increase their value considerably. These companies may be producing companies with a historical track record of production or they may be development companies or companies with exploration potential. GRIT will seek to ensure, through active shareholder involvement, that investee companies act to maximise long-term shareholder value. GRIT will invest primarily in companies with shares and securities which are listed, quoted or are admitted to dealing, on a relevant exchange (including debt securities which are convertible into quoted equity securities). For the purpose of this investment policy, a "relevant exchange" is (i) a regulated market, recognised investment exchange, recognised stock exchange, recognised overseas investment exchange or designated investment exchange, or (ii) a junior market operated by the operator of an exchange referred to in (i).

However GRIT may hold some investments in non-quoted, seed capital or pre-IPO companies.

Any material changes to GRIT's investment policy will only be made with the approval of Shareholders by ordinary resolution.

Risk diversification, asset allocation and maximum exposures

GRIT will seek to diversify its investments across a number of companies, with a range of natural resource assets, in jurisdictions globally. There are no restrictions as to the commodity classes and geographical regions into which GRIT may invest, however, GRIT will invest and manage its assets in a way which is consistent with its object of spreading risk. GRIT will adhere to the following investment restrictions:

Ø GRIT may only invest up to 10 60 per cent. of its Gross Asset Value (at the time of investment) in non-quoted, seed capital or pre-IPO companies provided that at any one time such new investments above a 15 per cent. limit will not be in more than two companies, with an emphasis in such instances on potentially large scale assets that also have the ability to bring them to production in the coming years ;

Ø GRIT will not invest more than 15 40 per cent. of its Gross Asset Value in any one company (measured at the time of investment) provided that at any one time such new investments above a 15 per cent. limit will not be in more than two companies, with an emphasis in such instances on potentially large scale assets that also have the ability to bring them to production in the coming years;

Ø GRIT will not take legal or management control over investments in its Portfolio;

Ø GRIT will not invest more than 10 per cent., in aggregate, of its Gross Asset Value in other listed closed-ended investment funds;

Ø distributable income (if any) will be principally derived from investments. GRIT will not conduct a trading activity which is significant in the context of the activities of GRIT as a whole;

Ø GRIT will not enter into derivative transactions for speculative purposes. GRIT does not expect to enter into any hedging transactions, although it may do so for the purposes of efficient portfolio management and to hedge against exposure to changes in currency rates to the full extent of any such exposure;

Ø GRIT will not incur any debt beyond such amount that is covered four times by the gross value of its investments at the time of incurring such debt (ie a "4 to 1 cover ratio);

Ø GRIT will manage the overall portfolio to ensure that there is a spread of investments to provide diversification, with a target of having between 10 and 20 different investments at any one time.

GRIT will hold any uninvested funds in cash, cash equivalents or other liquid instruments with a view to maximising the returns on any such funds.

For the purpose of this investment policy, "Gross Asset Value" shall mean the aggregate value of the gross assets of GRIT, calculated in accordance with the accounting policies adopted by GRIT from time to time."

Investment Objective

At Completion, GRIT's investment objective will be as it has been since IPO Admission which is to generate medium and long-term capital growth through investing in a diverse portfolio of primarily small and mid-capitalisation natural resources and mining companies which are listed, traded or quoted on a Relevant Exchange.

6. GENERAL MEETING AND UNDERTAKINGS

You will find at the end of this Document the Notice of General Meeting, to be held at the offices of DMH Stallard LLP at 6 New Street Square, New Fetter Lane, London EC4A 3BF at 12.00 noon . At the General Meeting Resolutions to approve the new Manager Agreements as a related party transaction under the Listing Rules will be proposed, as an ordinary resolution (resolution 2). In addition, ordinary resolution 1, and special resolution 4 (together the "Share Resolutions") will be proposed to grant authorities to issue Ordinary Shares to RDP pursuant to the Termination Agreement, and ordinary resolution 3 will be proposed to adopt the New Investment Policy.

RDP is a related party of the Company under the Listing Rules. RDPL is a Connected Person of RDP. RDP and RDPL will therefore not be permitted to vote, and have undertaken not to vote, (and to take all reasonable steps to ensure that each of their Connected Persons and/or associates (as defined in the glossary to the Listing Rules) do not vote) on any of the Resolutions in respect of their aggregate holding of Existing Ordinary Shares amounting to 450,000 Existing Ordinary Shares, representing approximately 1.13 per cent. of the Existing Ordinary Share Capital.

7. ACTION TO BE  TAKEN

A Form of Proxy is enclosed for use by Shareholders at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are asked to complete, sign and return the Form of Proxy by post to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible, but in any event so as to be received by 12.00 noon on 12 January 2017. The completion and return of a Form of Proxy will not preclude a Shareholder from attending the General Meeting and voting in person should he or she wish to do so. Shareholders who hold their Existing Ordinary Shares through a nominee should instruct the nominee to submit the Form of Proxy on their behalf.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in 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 are able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with CREST specifications and must contain the information required for such instructions, as described in the CREST manual.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. All messages relating to the appointment of a Proxy or an instruction to a previously appointed Proxy must be transmitted so as to be received by Computershare Investor Services PLC (ID: 3RA50) by no later than 12.00 noon on 12 January 2017. Normal system timings and limitations will apply in relation to the input of CREST Proxy Instructions. It is therefore the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable their CREST sponsor(s) or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8. FURTHER INFORMATION

The Document is available, subject to certain restrictions, to Shareholders on the Company's website (www.grit.london) and at its registered office.

Shareholders should read the whole of the Document, which provides additional information on the Company and the Proposals, and should not rely on summaries of, or individual parts only of the Document.

9. RECOMMENDATION

The Board, having been so advised by Beaumont Cornish (the Company's Sponsor and Financial Adviser), considers that the new Manager Agreements are fair and reasonable as far as the Shareholders are concerned. In giving its advice, Beaumont Cornish has taken account of, but not relied on, the commercial assessments of the Directors.

The Board consider that the new Manager Agreements and the adoption of the New Investment Policy are in the best interests of the Shareholders and the Company as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. If one or more of these Resolutions is not passed, then the existing manager agreements and the current investment policy will remain. The Board, however, would like Shareholders to consider what we say above in that the new Manager Agreements are proposed as a means of streamlining the management of the Company, together with the associated costs, and the New Investment Policy is being proposed to provide the Company with the opportunity of making investments in larger scale projects with the intention of enhancing the returns to Shareholders

RDP is a related party of the Company under the Listing Rules and RDPL is a Connected Person of RDP. RDP and RDPL will not therefore be permitted to vote, and have undertaken not to vote, (and to take all reasonable steps to ensure that each of their Connected Persons and/or associates (as defined in the glossary to the Listing Rules) do not vote) on the Resolutions in respect of their aggregate holding of Existing Ordinary Shares amounting to 450,000 Existing Ordinary Shares, representing approximately 1.13 per cent. of the Existing Ordinary Share Capital.

The Company has received irrevocable undertakings in relation to the Proposals from the following, which represent a total holding of 4,957,290 Existing Ordinary Shares or 12.4% of the Ordinary Share Capital: Arakan Resources Limited, representing a holding of 826,090 Existing Ordinary Shares or 2.06 per cent of the Ordinary Share Capital; NuLegacy Gold Corporation representing a holding of 1,731,200 of Existing Ordinary Shares or 4.33 per cent. of the Ordinary Share Capital; and RS and CA Jennings, representing a holding of 2,400,000 Existing Ordinary Shares or 6.00 per cent. of the Ordinary Share Capital.

Enquiries to:

APPENDIX

DEFINITIONS

The following defined terms apply throughout this announcement and are extracted from the Document, unless the context requires otherwise: