TSI.L Regulatory News (TSI)

Blenheim Natural Resources Plc / EPIC: BNR / Market: AIM

29 March 2018

Blenheim Natural Resources Plc

("Blenheim" or the "Company")

Letter to Shareholders

Notice of General Meeting

Blenheim Natural Resources, the AIM-listed investing company, announces that a Notice of General Meeting of the Company was posted to shareholders yesterday. The General Meeting will be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW on 20 April 2018 at 12 noon. A copy of the Notice of General Meeting will also be available on the Company's website at www.blenheimnaturalresources.co.uk.

Chairman's Letter

Dear Shareholder,

1. Introduction and summary

The Company announced today proposals to amend it Existing Investing Policy to broaden the potential scope of the Company's portfolio of assets. The Company also announced, on 13 March 2018, the terms of the Firm Placing and the Conditional Placing together with the grant of the Placing Agent Warrants in connection with those placings together with the issue of certain Ordinary Shares as consideration in connection with consultancy services rendered to the Company.

On completion of the Firm Placing the Directors had utilised all of the available authorities to issue new Ordinary Shares free of pre-emption rights and accordingly they are seeking Shareholders' authority to issue new Ordinary Shares up to a further aggregate nominal amount of £135,000.

2. Background to and reasons for the proposed amendment to the Company's Existing Investing Policy

As announced on 11 December 2017, the Company entered into a non-binding collaboration agreement with leading global cyber security and online brand protection company BrandShield Ltd ("BrandShield") to develop proprietary blockchain-based platforms that will enable resource sector focused companies to conduct transactions globally, whereby the Company agreed to invest US$1.05million for a 7.22% stake in BrandShield's ordinary share capital as part of a total $US1.81m capital raising.

The Board of Blenheim believes that there is a distinct opportunity to utilise blockchain platforms in the resource sector particularly in commodity trading and initial coin offerings. The agreement and investment is part of the Company's strategy to pursue opportunities in the natural resource sector that have the potential to add significantly to shareholder value.

The Company increased its stake in BrandShield to 8.95% following an additional investment made of US$200,000 as announced on 13 March 2018. The monies raised from the Firm Placing and Conditional Placing will allow the Company to further strategically support BrandShield and its associated businesses as it expands into new areas in the coming months.

In light of the Company's investment in BrandShield, the Company believes it is in the best interests of Shareholders to expand the investment policy to enable it to invest in Digital Assets, financial technologies and other technologies applicable to, or involved in, the blockchain space.

Mr Sandy Barblett was recently appointed a director of the Company and has technology experience, including a decade tenure with former FTSE 250 company Pace plc, along with multiple technology focused corporate finance mandates at Ironbridge Capital Partners. In addition, the Board would look to call on other expertise should they require, in order to assess opportunities within the expanded focus of the Company.

Therefore, the Board believes that it has sufficient experience and expertise in the sectors on which the Company's New Investing Policy will be focussed, to allow it to identify, appraise and execute attractive investment opportunities which will have the potential to increase shareholder value.

The Directors consider the adoption of the New Investing Policy to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting.

3. Issue of Conditional Shares, Settlement Shares, Placing Agent Warrants and raising further funds

In connection with the placing announced on 13 March 2018, the Company raised gross proceeds of £800,000 through the Firm Placing of 200,000,000 Ordinary Shares at the Placing Price.

In addition to the Firm Placing, the Company raised gross proceeds of £200,000 through the Conditional Placing and agreed to issue Placing Agent Warrants.

During the period, the Company engaged the services of a consultant whereby it was agreed that payment for services was through the issue of the Settlement Shares.

The Company is seeking the requisite authorities to issue the Conditional Placing and the Settlement Shares, as well as issuing the Placing Agent Warrants and to issue Ordinary Shares pursuant to the exercise of the same under resolutions 2 and 3 at the General Meeting to be held on 20 April 2018.

The Company is also seeking the requisite authorities to issue further Ordinary Shares or to grant the right to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £135,000 on a non-pre-emptive basis.

This authority would empower the Directors of the Company to allot securities having up to the same nominal value as approximately 10.18 per cent of the aggregate of the number of shares in the Company in issue at the date of this letter without the need to follow a statutory pre-emption procedure. This would allow the Company to raise further funds to enable the Company to make further investments in accordance with the New Investing Policy and to provide general working capital.

The Directors believe that this level of authority will provide the appropriate degree of flexibility necessary to raise funds strategically whilst avoiding the costly and cumbersome procedures connected with pre-emptive rights issues or calling further general meetings on an ad hoc basis specifically for the purpose of seeking increased authority.

4. The General Meeting

Enclosed with this document is the Notice of General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW on 20 April 2018 at 12 noon, at which the Resolutions will be proposed.

Resolutions:

In summary:

Resolution 1, which will be proposed as an ordinary resolution, is to authorise the adoption of the New Investing Policy.

Resolution 2, which will be proposed as an ordinary resolution, is to authorise the allotment of equity securities or rights to subscribe or to convert securities into shares.

Resolution 3, which will be proposed as a special resolution, is to authorise the allotment of equity securities on a non-pre-emptive basis.

You should read the above summary in conjunction with the Resolutions set out in the Notice of General Meeting at the end of this document.

5. Action to be Taken

A Form of Proxy for use at the General Meeting is enclosed with this document. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars or posted or delivered to Link Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF as soon as possible, but in any event so as to be received by no later than 12 noon on 18 April 2018. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

Yours faithfully

Charlie Wood

Executive Chairman

Blenheim Natural Resources Plc

INVESTING POLICY

Set out below is the investing policy which would apply to the Company if shareholder approval is obtained at the General Meeting. (Proposed changes to the investing policy are underlined).

The Company will make direct and indirect investments in exploration and producing projects and assets in the natural resources sector, in technology associated with the natural resources sector, and in projects and assets in the farming, plantations and agribusiness sector. In addition, the Company will also invest in Digital Assets, financial technologies and other technologies applicable to, or involved in, the blockchain space.

In order to create value for Shareholders, the Company will consider investment opportunities worldwide. Investments may be either quoted or unquoted entities; may be made by direct acquisitions; and may be in companies, partnerships, joint ventures or direct or indirect interests in assets or projects. It is anticipated that the Company will not take majority interests in such companies and the Company does not intend to limit the total number of investments that it will hold at any one time. The Company intends to be a medium to long-term investor but will not rule out the acquisition and disposal of assets in the short term if the Directors determine this to be in the best interests of the Shareholders. 

The Company will seek to identify and appraise investment targets which the Directors believe to be undervalued, underdeveloped or underperforming or which the Directors believe will have the potential to develop new and/or disruptive technology. Where appropriate, the Company will seek to appoint non-executive directors to the boards of investee companies to assist with their development. Depending on the nature of the Company's individual investments, the Company may be both a passive or an active investor. The Company intends to deliver shareholder returns principally through capital growth rather than distributions via dividends. 

The Company will continue to seek to mitigate its risk by undertaking appropriate due diligence and transaction analysis which will include appropriately qualified advisers, when required. The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. The Company will not have a separate investment manager. 

The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required. Therefore, in due course it is the intention of the Directors to expand the capital base of the Company to enable a more active pursuit of this policy, most likely through a placing of shares. Where the Board considers that it is in the best interests of shareholders, the Company may seek to acquire assets using its own share capital as consideration, thereby helping to preserve the Company's cash resources for working capital, and as a reserve against unforeseen contingencies. The Company will also be permitted to borrow to fund part of the cost of investments made. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. 

Initially, the portfolio will be concentrated but as the Company grows and develops, the Directors intend that within five years from the date of adoption of this investing policy, no investment should account for more than 20 per cent of the total value of the portfolio. In addition, investments in cryptocurriences will not account for more than 20 per cent of the total value of the portfolio at the time of investment. Any transaction constituting a reverse takeover under the AIM Rules for Companies, will require shareholder approval. 

Given the nature of the investing policy, the Company does not intend to make regular periodic disclosures or calculations of its net asset value.

**Ends**

For further information please visit www.blenheimnaturalresources.com or contact:

Notes to Editors:

Blenheim Natural Resources Plc is an investing company, quoted on the AIM market of the London Stock Exchange, with a strategy focused on identifying and investing in opportunities in mineral exploration and mining, as well as technology associated with the natural resources sector. The Company has an experienced Board of Directors with a proven pedigree in the acquisition, development & sale of projects and creating value for shareholders. The investment mandate covers unquoted and quoted businesses, as well as direct project investment.

The Company currently has investments in a number of companies which provide exposure to commodities which are relevant to the rapidly growing technology metal sector, including lithium, cobalt and nickel, as well as strategic positions in a geoscience consultancy and. a leading international company in the online brand protection, anti-counterfeiting and anti-fraud sector which has developed the one of the most comprehensive systems using AI powered cyber intelligence systems and is developing its proprietary blockchain-based platform for anti-fraud purposes.