Kemin Resources Regulatory News (KEM)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

GMA Resources plc, to be renamed Kemin Resources plc (the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

One America Square, Crosswall, London EC3N 2SG

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Currently www.gmaresources.plc.uk (to be changed to, www.keminresources.com)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The acquisition of 90 per cent. of the participatory interest in the charter capital of Joint Venture Kazakh-Russian Mining Company LLP ("KRMC") by GMA Resources plc (" the Acquisition") will result in a reverse takeover under the AIM Rules. On approval of the acquisition and prior to admission to AIM, GMA Resources will, subject to shareholder approval, change its name to Kemin Resources plc.

The main country of operation of the enlarged group will be Kazakhstan. The business of the enlarged group will be that of KRMC.

KRMC was established and registered in December 2001 as a limited liability partnership in accordance with the laws of Kazakhstan.

In December 2004, subsoil use contracts were entered into by KRMC and the Ministry of Energy and Mineral Resources of the Kazakhstan Republic, the precursor of the Ministry of Industry and New Technologies of Kazakhstan ("MINT"), in respect of the Drozhilovskoye molybdenum-tungsten deposit in Denisovski rayon of Kostanai oblast and the Smirnovskoe molybdenum-tungsten-copper deposit in Karabalyksky rayon, also of the Kostanai oblast. The Drozhilovskoye Subsoil Use Contract has an initial term of 30 years while the Smirnovskoe Subsoil Use Contract has an initial term of 36 years. The exploration period under each contract may be extended twice for two further years each upon agreement between KRMC and the MINT if KRMC applies not later than six months prior to the expiry date of the exploration term.

Current status of Subsoil Use Contracts

In September 2010, the MINT by its order purported to terminate the Smirnovskoe Subsoil Use Contract, citing non-compliance with the work programme. KRMC successfully contested the order and the purported termination.

Similarly, in March 2011, the MINT purported to terminate the Drozhilovskoye Subsoil Use Contract citing expiration of the exploration period and rejection of KRMC's application to extend its term. KRMC successfully contested the order and the purported termination.

Based on KRMC's understanding with MINT, the period during which KRMC was unable to carry out subsoil use due to the termination of the Subsoil Use Contacts by the MINT will be deemed a suspension period under such contracts.

Following completion of the Acquisition, KRMC will apply to the MINT for the reinstatement of the Subsoil Use Contracts ("Contract Reinstatement"). It is expected that it could take up to six weeks after Admission before Contract Reinstatement. The Directors and Proposed Directors believe that the application to the MINT will be successful.

Under the terms of the Acquisition Agreement, the Company has agreed to acquire 90 per cent. of the participatory interests in KRMC for a consideration of £40 million to be satisfied by the issue of 148,320,720 B Shares to Lother Enterprises Limited ("Vendor") or, at the Vendor's request, to Bergfolk Corporation, Strathland Enterprises Limited and Hanson Central European Fund LP. Pursuant to their terms, the B Shares shall convert into 148,320,720 New Ordinary Shares if the Contract Reinstatement becomes effective on or before 31 May 2013.

In the event that the Contract Reinstatement does not become effective on or before 31 May 2013, the Consideration Shares shall automatically convert into Deferred Shares on the basis of one Deferred Share for every 499 B Shares held. Where a fraction of a Deferred Share would fall to be issued, the B Shares will instead convert into New Ordinary Shares on a one for one basis. In addition, in such event, pursuant to the Acquisition Agreement, the Company will transfer its participatory interests in KRMC back to the Vendor for £1, subject to the approval of the Shareholders pursuant to the AIM Rules.

GMA was first admitted to trading on AIM in May 2003 and having disposed of all revenue generating assets was classified as an investing company in April 2012.

In the event that the Contract Reinstatement does not become effective on or before 31 May 2013, then dealings in the New Ordinary Shares on AIM will be suspended on 3 June 2013, the Company will revert to being an investing company under Rule 15 of the AIM Rules and dealings in the New Ordinary Shares on AIM will be cancelled six months thereafter if the Company has not implemented its investing policy by that date.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Admission: 1,236,006 new ordinary shares with a nominal value of £0.01 each

Following Contract Reinstatement: a further 150,792,731* new ordinary shares with a nominal value of £0.01 each

*the conversion of 148,320,720 B Shares into 148,320,720 new ordinary shares is conditional upon the receipt by KRMC of written confirmation from MINT that it has reinstated or renewed both of the Subsoil Use Contracts pursuant to Article 73 of the Subsoil Use Law with an exploration period for each such contract ending on 31 December 2016 (but otherwise on materially the same terms as originally granted) and the requisite documentation to effect such reinstatement having been duly executed.

No restrictions on the transfer of securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised.

Anticipated market capitalisation at Admission, approximately £463,000

Anticipated market capitalisation following Contract Reinstatement and conversion of Loan Stock, approximately £41 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

At Admission: 27.6%

Following Contract Reinstatement: 87.56%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Ralph Thomas Browning (Non-Executive Chairman and proposed Non-Executive Director)

Kenneth Ronald Crichton (Non-Executive Director)

William James Trew (Proposed Non-Executive Chairman)

Sanzhar Assaubayev (Proposed Chief Executive Officer)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2012

(iii) 30 June 2013 (final results for the year ended 31 December 2012)

30 September 2013 (interim results for the six months ending 30 June 2013)

30 June 2014 (final results for the year ending 31 December 2013)

EXPECTED ADMISSION DATE:

1 March 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7EL

NAME AND ADDRESS OF BROKER:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7EL

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Available from the Company's website www.gmaresources.plc.uk

The admission document contains full details regarding the applicant and the admission of its securities.

DATE OF NOTIFICATION:

7 February 2013

NEW/ UPDATE:

NEW