Management Resource Solutions Regulatory News (MRS)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN.

11 December 2014 For immediate release

Management Resource Solutions PLC

("MRS" or the "Company")

Admission to AIM

MRS, the human capital resource consultancy, is pleased to announce that admission takes place and dealings in its ordinary shares commence today on the AIM market of the London Stock Exchange under the ticker "MRS". The Company is also pleased to announce the successful placing (the "Placing") of 2,416,667 new ordinary shares of €0.01 each ("Ordinary Shares") at 30 pence per share (the "Placing Price") to raise £725,000 to meet the costs of admission.

Key admission highlights

· Based on the Placing Price, the market capitalisation of MRS on admission to trading on AIM ("Admission") will be approximately £9.8 million.

· The Placing will raise gross proceeds of approximately £725,000 to be used for working capital to fund growth and the cost of Admission.

· On Admission, the Directors and senior management of the Company will hold approximately 46.6 per cent. of the issued share capital of the Company.

Background on MRS

MRS provides project, quality, environmental and health & safety management services to some of the largest companies and projects across Australia, Oceania and Southeast Asia. MRS are sector specialists in the construction, engineering, civil engineering, petrochemical and coal seam gas sectors. MRS sources its contractors from a database of over 23,000 professionals around the globe, allowing it to react quickly and fully to client requirements.

KEY STRENGTHS

• Niche player. Occupies a niche space as a provider of services across a range of sectors and sought after as an industry expert by clients.

• Quality certification. ISO 9001 quality management system certification.

• 23,000+ professionals. Large diversified consultant base of over 23,000+ contractors.

• Acquisition growth strategy. Targeted strategic acquisition strategy to expand highly profitable and diversified solutions business.

• Real time data ability. State of the art systems providing real time data for clients, to maximise project efficiency.

• Dividend Policy. The Board's objective following Admission is to continue to grow the Group's business both organically and by acquisition but during this period the Directors intend to distribute up to two thirds of net profit after taxation to Shareholders by way of dividends.

Paul Morfew, Chief Executive Officer of MRS, commented:

"We are pleased to announce the successful placing of shares and admission to trading on AIM of MRS. I would like to welcome new investors to the Company and thank existing investors for their continuing support as we strive to add shareholder value through the systematic execution of our growth strategy.

"MRS is a leading provider of project, quality, environmental and health & safety management services to some of the largest companies and projects across the Asia Pacific and we believe this is a natural time in our growth trajectory to become a public company in London. We have a long track record of consistent and profitable growth with a highly cash generative business model which we expect will deliver an attractive yield for investors.

"We are looking forward to updating the market in January on our performance in the first half of this year where we have experienced further significant growth".

-Ends-

For further information:

Terms capitalised but not defined herein are defined in the Admission Document.

The Company's Admission Document can be found at http://www.mrsplc.net/

Further information on the Company and AIM Admission

DETAILS OF THE PLACING

The Company has raised £725,000, before expenses, by way of the issue of 2,416,667 new Ordinary Shares at a price of 30 pence per share, to meet the costs of Admission and provide ongoing working capital

The Directors believe that the admission to trading on AIM will offer a number of benefits, including:

• enhance the credentials of the Group with existing and potential customers;

• access to equity capital; and

• facilitate the continued recruitment of high calibre employees.

Tim Jones, Finance Director, has participated in the placing, subscribing £40,000 for 133,333 new Ordinary Shares.

OVERVIEW OF MRS'S BUSINESS

MRS provides consulting services and contract personnel to add value to client projects by optimising business focus and efficiency whilst reducing costs. The majority of MRS's current clients are in the coal seam gas industry in Australia and SE Asia and MRS specialises in project management, quality management standards, environmental management standards and health & safety management standards. MRS does not provide mine management or other commoditised services, operating only in specialist, consistently profitable areas.

The vast majority of MRS's existing business is in assurance services, including:

• Quality assurance, involving the development, implementation, monitoring and auditing of project quality assurance plans and procedures in line with ISO 9001 and project requirements as directed by the client;

• Quality control services, such as the development and implementation of project quality control inspection programmes; and

• Document and data management services, assisting clients to manage and control all engineering design deliverables including document management population, maintenance (i.e. registration, scanning and filing), audit and recording of technical deliverables.

In addition, MRS provides a range of consulting services including:

• Environmental Impact Assessments, which provide an evaluation of the potential physical, biological, cultural, and socioeconomic effects of a project element and its practical alternatives;

• Assurance technical consultancy, such as surveillance officers, material, mechanical & welding, electrical & instrumentation and coating & fibreglass inspectors and commissioning support personnel; and

• Health and Safety, which encompasses the training and implementation of safety systems.

• Finally, MRS offers a number of training programs to assist clients with quality assurance and safety programs covering introductory courses, implementation and audits as part of overall project support.

MRS sources its contractors from a database of over 23,000 professionals around the globe, allowing it to react quickly and fully to client requirements. MRS has 50 contractors acting on 7 active projects.

The Directors believe that MRS is differentiated from its competitors both by the depth of the talent pool it has available and its ability to respond to requests from clients for new contractors in very short time periods, thus allowing it to deploy staff on a project who fully meet the criteria for the assignment in a matter of days.

CURRENT TRADING AND PROSPECTS

Since the start of 2014 MRS has seen an improvement in its trading operations, including a significant new business in Papua New Guinea which has increased in value and scope since it was initially agreed and is expected to materially improve the Group's revenue and profitability in the financial year to 30 June 2015. MRS has experienced a marked increase in enquiries and orders generally along with extensions and expansions of other existing contracts.

FINANCIAL SUMMARY

Set out below is a summary of MRS's financial performance for the periods ended 30 June2014 which has been extracted without material adjustment from the audited accounts of the Company. Shareholders should read the accounts in their entirety and not rely solely upon the summarised information below.

Although work commenced on the Papua New Guinea contract in the financial year ended 30 June 2014 the contract was only formalised after the year end and thus income, related costs and profits can only be recognised in the current financial year to 30 June 2015.

ACQUISITION STRATEGY

The Directors consider that there are significant opportunities for expansion by acquisition of complementary businesses providing services and consulting to the natural resources industry and that the majority of the Group's future growth will be delivered in this way. The Directors do not intend to specialise in or exclude any particular resource, industry or geography but will focus on businesses operating within the higher tiers of the contracting process. The Directors have adopted valuation criteria within which it is intended all acquisitions will be made and will be looking to acquire established businesses which can operate as self-contained entities within the Group whilst benefitting from some centralised functions and cross-selling opportunities. The Directors are currently considering a number of acquisitions in Europe and Australasia but there can be no certainty as to when, or if, further acquisitions will be made.

MRS'S EXECUTIVE MANAGEMENT

Paul Morffew (48), Chief Executive

Paul Morffew has over 20 years' experience in managing public and private businesses within the oil, roads, and mining sectors. He has a Bachelor of Applied Science (Chemistry and Mineral Chemistry) and a background in environmental management and Quality Assurance, with a direct working knowledge of Quality Management Systems.

Prior to founding MRS, Paul founded and successfully managed similar start-up firm ML (Air) and has also managed businesses for Australian Environmental Labs, SGS, Water Ecoscience and Sigma Energy Solutions (GE Alstom). Paul has worked in joint ventures for numerous mining, construction, oil gas and engineering companies such as Inco Australia Management, Worley Parsons, Foster Wheeler, Maunsell, Bateman and Oracle.

Murray d'Almeida (66), Chairman

Murray has over 35 years of diverse national and international business experience. He commenced his career in Perth with a firm of Chartered Accountants before moving into a broad range of commercial and financial reporting positions with two major USA based mining companies.

He founded the Australian and international retailer, Retail Food Group and developed their presence in seven overseas countries. He has maintained operating and board positions in a number of sectors including commercial, academic, government, financial services, resources, agriculture, retail, franchising, hospitality, importing, distribution and sport.

Tim Jones (65), Finance Director

Timothy Jones trained as a Chartered Accountant with Price Waterhouse in London where his clients included a major offshore oil and gas operator. He then joined a client as Financial Director before founding his own accountancy and consultancy practice in 1990. He has clients in a range of business sectors but his main focus is on natural resources. He sits on the boards of a number of companies, including AIM listed Falkland Oil and Gas Limited and AIM and TSX listed Xcite Energy Limited, where he is Chairman. His previous public directorships include Bahamas Petroleum Company Limited and Beacon Hill Resources Plc, both of which he saw through the listing process. His areas of expertise include the provision of high-level financial advice to growing businesses, merger and acquisition planning and execution and assistance with listing procedures.