Mineral & Financial Investments Regulatory News (MAFL)

8 December 2011

ATHOL GOLD AND VALUE LIMITED

("Athol" or the "Company")

Portfolio Acquisition

The Board of Athol is pleased to announce that it has agreed in principle to purchase the entire share portfolio ("Portfolio") owned by Worship Street Investments Limited ("WSI") in exchange for new ordinary shares of 0.25p each in Athol ("Athol Shares") (the "Transaction"). 

The Transaction is subject to the approval of WSI shareholders at a general meeting to be held on 30 December 2011 ("General Meeting") and to contract. 

Under the terms of the Transaction, the value of the Portfolio is based on the mid market values of the constituent holdings as at close of business on 27 October 2011 (the "Valuation Date"), being the date the terms of the Transaction were agreed in principle. The number of Athol Shares to be issued by Athol to WSI pursuant to the Transaction is based on the fully diluted Net Asset Value per Athol Share of 0.47p as at 25 October 2011. At the Valuation Date, the value of the Portfolio was £1,435,531.

The consideration to be paid by Athol for the acquisition of the Portfolio is therefore 305,432,127 Athol Shares ("Consideration Shares"), representing 32.9% of the enlarged issued share capital of Athol. Subject to the approval of WSI shareholders at the General Meeting, WSI will be liquidated on completion of the Transaction and the Consideration Shares distributed to WSI shareholders.

The effect will be to materially increase Athol's funds under management and will also double its number of shareholders making the stock increasingly liquid. The Board is working on a number of similar transactions with a view to driving Funds under Management to reaching critical mass as soon as possible.

As at 6 December 2011, the value of the Portfolio was £1,406,917, based on the mid market closing prices of the Portfolio holdings, and the value of the Consideration Shares was £1,252,272, based on a mid market closing price of an Athol Share of 0.41p.

The Portfolio to be acquired by Athol from WSI consists of mainly PLUS Markets quoted shares and convertible loan notes in UK micro cap companies. Details of the Portfolio are set out below, together with the value of each holding as at the Valuation Date:

A further announcement will be made after the completion of the General Meeting.

Jennifer Allsop commented:

"The WSI portfolio contains some gems and some stocks which are terribly illiquid but with a growing net cash pile Athol is in no hurry to realise value. We can afford to be patient. The Board believes that, in demonstrating how this transaction benefits both WSI and Athol investors, other sub critical mass investment companies will be forced by shareholder pressure to follow this route. Each transaction brings Athol closer to achieving critical mass and improves the liquidity of our shares. Your Board is delivering as it said it would do.!"

For further information contact: