Kemin Resources Regulatory News (KEM)

GMA Resources plc

("GMA" or the "Company")

 Proposed disposal of ENOR Spa and approval of investing policy

On 7 December 2011, the Company announced that it was in discussions regarding the sale of its interest in ENOR to Sonatrach for a nominal consideration. The Company announces that it has now agreed in principle the terms of the disposal of its 52 per cent. interest in ENOR, the operator of the Amesmessa Gold Mine within the Tirek Amesmessa Concession in Algeria, to Sonatrach. Sonatrach is an Algerian government-owned company whose diversified operations cover a number of different resource sectors including, but not limited to, oil and gas and mining. Sonatrach currently holds the remaining 48 per cent. shareholding in ENOR.

The reasons for the Disposal are set out below under the heading "Reasons for the Disposal".

The ENOR Interest is the only trading asset of the Group, accounting for all of the Company's revenues in the year ended 31 December 2011. Consequently, the Disposal constitutes a fundamental change of business under Rule 15 of the AIM Rules and is therefore conditional on the approval of Shareholders. Accordingly, the necessary resolution will be put to Shareholders during a general meeting of the Company which has been convened for 10.00 a.m. on 6 January 2012.

Proposed Principal Terms of the Disposal

The Company has now agreed in principle with Sonatrach the proposed terms of the Disposal. Pursuant to the Disposal, GMA Australia will transfer the ENOR Interest to Sonatrach for one dinar. The Company anticipates that the Disposal will be effected by way of a formal transfer and settlement agreement to be entered into by the Company, GMA Australia, Sonatrach and ENOR. The transfer and settlement agreement will include the additional agreed terms relating to the Disposal:

(a) the parties will agree to formally terminate the shareholders' agreement relating to ENOR;

(b) GMA and GMA Australia will agree to comply with all Algerian laws and regulations in force relating to the withdrawal of its operations from Algeria;

(c) GMA and GMA Australia will release ENOR and Sonatrach from any liability in relation to amounts owed to them by ENOR; and

(d) Sonatrach and ENOR will release GMA and GMA Australia from any historic and future liabilities arising under the shareholders' agreement and any guarantees such companies may have previously provided.

The parties are in the process of preparing the transfer and settlement agreement and it is envisaged that it will be executed shortly after the General Meeting.

Reasons for the Disposal

The grade of the mined ore at Amesmessa has fallen considerably since 2009 and the mining costs have risen due to an increasing strip ratio (increasing depth of mining). The revenue generated by the operation is unlikely to be sufficient to meet the obligations of ENOR, even taking into account current record gold prices. Extensive exploration, including more than 32,000 metres of drilling over the last 18 months, has not delineated any significant new or potential gold resources to give the Company confidence that this situation will improve or justify further investment in the future. GMA has invested in total over £33 million in ENOR and it cannot continue to sustain the financial burden of this loss making operation with no confidence that there is an economic justification to continue.

As at 30 June 2011, the Company had principal and interest outstanding on the Loan Stock amounting to approximately £5.8 million, which is repayable on 31 December 2012 if it is not converted into Ordinary Shares before that date. As at 30 November 2011, the Company had cash in hand of £210,000 being the Company's only asset other than its investment in ENOR. In the light of the ongoing costs of running the Company estimated to be £45,000 per month and the negligible consideration being received by the Company on completion of the Disposal, the Company will be unable to repay the Loan Stock. Accordingly, on completion of the Disposal, the Directors intend to commence negotiations with the principal holders of the Loan Stock with the intention of making the Company more attractive to potential third parties that may wish to reverse their assets or company into the Company.

Investing Policy

Following the Disposal, GMA will have no trading activities and will therefore be classified as an investing company in accordance with Rule 15 of the AIM Rules. The Company will retain cash balances of approximately £110,000 after paying certain expenses relating to the Disposal.

The Directors intend to seek to acquire another company or business in exchange for the issue of Ordinary Shares in a single transaction (a "reverse takeover"). The Directors' main investment criteria are that such a company should be:

·; a business operating in the mining sector with operations principally in a developing country;

·; one which requires little or no funding in excess of the cash resources available to the Company following the Disposal; and

·; one whose growth prospects, if achieved, will be earnings enhancing for Shareholders.

These criteria are not intended to be exhaustive. However, the Company may make an investment which does not fulfil all the investment criteria if the Directors believe that it is in the interests of Shareholders as a whole to proceed with such an investment. It is expected that, at least, the first acquisition by the Company will constitute a reverse takeover under the AIM Rules and will be conditional on the approval of Shareholders in general meeting and require the publication of an admission document.

As a result of the proposed Disposal and in accordance with Rule 15 of the AIM Rules, the investing policy must be approved by Shareholders in general meeting and the Company must implement the investing policy within 12 months of its approval, otherwise trading in the Ordinary Shares on AIM will be suspended in accordance with Rule 40 of the AIM Rules. If following suspension of trading in the Ordinary Shares in accordance with Rule 40 of the AIM Rules, the Ordinary Shares have not been re-admitted to trading within six months, the admission of the Ordinary Shares to trading on AIM will be cancelled.

Board Changes

In conjunction with the adoption of a new investing policy, the Board will be seeking to minimise the cost of running the Company to make it more attractive to potential acquisition targets. As part of the process David Netherway, François Gauthier and Omar El-Alfy will resign from the Board on completion of the Disposal. As a result, the Board will then comprise Kenneth Crichton and Ralph Browning as non-executive directors.

Irrevocable Undertakings

Kenneth Crichton and David Netherway (both directors of the Company) and Sahara Gold Limited have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting, in respect of their beneficial holdings totalling 170,781,624 Ordinary Shares in aggregate, which represents approximately 27.63 per cent. of the Company's issued Ordinary Shares.

Posting and availability of the Circular

A circular will be sent to shareholders later today convening a general meeting to be held on 6 January 2012, a copy of which will be available from the Company's website at www.gmaresources.co.uk.

Enquiries:

GMA's shares are traded on the AIM market of the London Stock Exchange (AIM: GMA).

For further information on the Company, please visit: www.gmaresources.co.uk

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise.