Mineral & Fin Regulatory News (MAFL)

ATHOL GOLD AND VALUE LIMITED

("Athol" or the "Company")

Notice of GM

Proposed Change of Investing Policy

In the light of the substantial decline in the Company's net asset value per share, the Board of Athol has decided to take urgent action to address the poor performance of the investment portfolio over the last year. The new strategy involves a material change in investing policy, which under AIM Rules for Companies requires approval by Shareholders at a general meeting.

The Company is today sending to Shareholders a circular setting out details of the proposed new strategy and the New Investing Policy. It also explains why the Board considers these proposals to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own interests, which represent 0.23 per cent. of the issued share capital of the Company.

Recent Developments

As announced on 29 June 2012, the previous investment manager has resigned and has been replaced by Alastair Ford, who has joined the Board as Chief Investment Officer and Executive Director.

On 19 June 2012, the Company announced that it decided not to proceed with the acquisition of Oilbarrel.com Limited from Rivington Street Holdings plc ("RSH"). RSH is due to repay the £575,000 deposit not later than 18 September 2012. The deposit has not yet been returned to Athol, however the Directors have no reason to believe that the deposit will not be repaid in full.

New strategy

The current Athol portfolio is a mixture of legacy assets brought in by the previous manager, and has very little coherence. The aim now will be to rationalise this portfolio, and to provide it with greater focus. To that end, the resources sector will remain the main area of interest, although the Company may also look to invest in the energy sector. Peripheral and legacy assets will be sold off where opportunity arises and for the best available prices.

As part of this process, the Board is exploring the possibility of exchanging the majority of the current portfolio for units in three funds managed by Webb Capital Asset Management Limited ("Webb Capital"): Elite t1ps Smaller Companies Income and Growth Fund; SF Webb Capital Smaller Companies Growth Fund and the SF Webb Capital Smaller Companies Gold Fund ("Webb Capital Funds"):. The Webb Capital Funds have many investments in common with Athol, and the combining of the portfolios will allow for greater leverage when it comes to realising the best possible value from those investments. To this end, the Company is seeking to amend its investing policy so that, inter alia, it can hold units in open ended investment companies.

It should be noted that the Webb Capital Funds hold a 23 per cent stake in Athol. Any transaction with Webb Capital is therefore likely to be considered to be a related party transaction under AIM Rules for Companies. A further announcement will be made if an agreement with Webb Capital is reached.

In addition, Athol expects to receive the full amount of the funds owed to it following the aborted transaction with RSH earlier in the year. This money, which amounts to £575,000 plus interest at five per cent per annum, together with existing cash balances, will form the basis of the Company's investing capital in the immediate future.

The Board believes that the mining and energy markets currently offer significant value to the experienced investor. Into the core of the portfolio will come bigger, good quality mid-tier companies that still offer upside, but which also offer safety and demonstrable track records, while the search for more speculative, and greater upside will also continue.

Precious metals will remain the focus, but the Company will also look to take advantage of the growing activity levels in the energy sectors, specifically oil and gas and uranium. It is the belief of the Board that the energy sector will be relatively vibrant over the course of the next six to twelve months, while activity in other areas in resources, say platinum, will be muted.

But special situations abound. In particular the Company will seek to take advantage of the traditional re-rating afforded to companies as they transition from exploration into production. The re-rating likely to be enjoyed by such companies will be even more pronounced, given the recent market weakness.

There are numerous companies with very experienced management teams and high quality assets that have been oversold. But the market is likely to discount companies with projects that will require high levels of capital for some time. To that end, investment in earlier stage companies will not be the main focus.

The Company also intends to make market purchases to buy in the Company's Shares whenever the Directors consider it prudent to so.

The Company will no longer seek to acquire investments and investment portfolios in exchange for new Shares in Athol that do not fall with the natural resources and energy sectors.

It is the intention of the Company to appoint a new non-executive director shortly.

New Investing Policy

The Company's proposed New Investing Policy is to invest in the natural resources sector, with a particular focus on precious metals such as gold and silver. as well as base metals, oil and gas and uranium.

Investments will be made in quoted shares, units in open ended investment companies, exchange traded funds and unquoted investments. The aim of Athol is to be a passive investor and it will not be seeking to gain control of any investee company. It intends to buy shares which it considers to be fundamentally undervalued and offer scope for material returns for shareholders within 5 years.

There will be no geographic, sectoral or company specific concentration restrictions or limit on the number of investments made. The key strategy is long only, ungeared, value investing with an objective of continuing to deliver market beating growth in its NAV per Ordinary Share.

Returns to shareholders are expected to be by way of growth in the value of the Company's Ordinary Shares. It is the Board's current intention to hold investments for the long term.

The Company may also from time to time make market purchases to buy in the Company's Shares if the Directors consider this to be in the interests of Shareholders as a whole.

The Company will publish a quarterly update on its NAV.

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