TSG.L Regulatory News (TSG)

Trans-Siberian Gold plc

 Equity conversion of US$4.8 million existing debt

Total Voting Rights

Additional exercise of conversion options in respect of US$1.6 million existing debt 

LONDON: 1 February 2012 - Further to the announcement on 31 January 2012, Trans-Siberian Gold plc ("TSG" or "the Company") (TSG.L) is pleased to announce that US$4.8 million of its existing US$8.2 million total indebtedness to UFG Asset Management ("UFG") and AngloGold Ashanti Limited ("AGA"), comprising US$3.1 million (out of US$5.1 million) owed to UFG and US$1.7 million (out of US$3.1 million) owed to AGA, has been converted into new ordinary shares of 10p each in the Company ("Shares").

The US$4.8 million indebtedness has been converted at 69.94 pence per share in the case of the UFG indebtedness and 69.98 pence per share in the case of the AGA indebtedness (the "Conversion"). The Conversion has resulted in the issue of 4,386,771 new Shares, of which 2,808,151 Shares are expected to be admitted to trading on AIM on 2 February 2012 and 1,578,620 Shares on 3 February 2012.

Total voting rights

Following the Conversion, the total number of Shares in issue will be 108,597,454. There are no shares held in treasury. The total number of voting rights in the Company will therefore be 108,597,454.

The above figure of 108,597,454 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

The Company has been informed of the following shareholdings in the Company following the Conversion:

Additional exercise of conversion options

The Company also reports that it has been notified by UFG and AGA that UFG and AGA each wish to exercise their options to convert a further US$1.0 million and US$0.6 million respectively of the outstanding balances of the loan facilities provided to TSG (as described in TSG's 31 January 2012 announcement) into Shares.

The aggregate balances of the UFG and AGA loan facilities will reduce to US$1.0 million and US$0.8 million respectively following the Conversion described above and this additional exercise of their conversion options.

The UFG US$1 million indebtedness and AGA US$0.6 million indebtedness, including further interest accrued, will be converted into new Shares by applying the closing US dollar:pound sterling exchange rate on the business day immediately preceding the date of the conversion and a conversion price of 69.98p, in the case of the UFG loan, and 69.75p, in the case of the AGA loan. The conversion prices represent the volume weighted average closing price of the Shares for the 60 trading days up to and including 27 January 2012 and 30 January 2012, being the trading days prior to the respective notices of conversion. Assuming an exchange rate of US$1.57:£1, the above described conversion prices and conversion on 3 February 2012, the additional conversion will result in the issue of approximately 937,508 new Shares to UFG and approximately 529,052 new Shares to AGA as consideration for the release of the Company's indebtedness to UFG and AGA as described above.

This issue of new Shares falls within the authority of TSG's directors to issue shares on a non pre-emptive basis as approved by shareholders on 8 November 2011.

Based on the above assumptions, the new Shares, when issued, will represent approximately 1.33% of TSG's enlarged issued share capital and the respective interests of UFG and AGA will increase from 55.30% to approximately 55.42% and from 31.11% to approximately 31.17% of the Company's total issued share capital.

As reported on 1 February 2008, the Company is not subject to The City Code on Takeovers and Mergers. The Company's principal place of business is not in the UK and a majority of its Directors are based outside the UK. Therefore, the Company is deemed to be outside the jurisdiction of the Code and will not be subject to the Code while its management and control remain outside the UK.

Conversion of the UFG and AGA loan facilities are deemed to be related party transactions in accordance with the AIM Rules due to UFG and AGA being substantial shareholders of the Company.

The Directors, other than Messrs Fenner and Ryan (who are connected to UFG), having consulted with Seymour Pierce Limited, the Company's nominated adviser, consider the terms of the UFG conversion to be fair and reasonable insofar as TSG's shareholders are concerned.

The Directors, having consulted with Seymour Pierce Limited, the Company's nominated adviser, also consider the terms of the AGA conversion to be fair and reasonable insofar as TSG's shareholders are concerned.

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