Convertible loan agreement

6 October 2015

Oxus Gold plc

 ("Oxus Gold" or the "Company")

Convertible Loan Note Placing Agreement

The Board of Oxus Gold is pleased to announce that it has today entered into a placing and underwriting agreement with Darwin Strategic Limited ("Darwin") for the issue of up to £1,200,000 (gross) zero coupon unsecured convertible loan notes ("Loan Notes") with warrants to subscribe for ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") attached ("Warrants"). The issue of Loan Notes under this agreement is at the discretion of Oxus Gold.

Up to £100,000 par value of Loan Notes may be placed every 4 weeks, for a maximum period of 12 months subject to, inter alia, the consent of Darwin in the event that between any two issue dates five or more daily volume weighted average price calculations are below 2 pence or unless the Company notify Darwin at the Company's discretion that it will not be issuing any Loan Notes (or Warrants) on the next relevant issue date. Loan Notes will be placed at a price of 90% of the par value of each Loan Note and Darwin itself will subscribe for any Loan Notes and Warrants that are not placed with investors.

The first Placing of £100,000 Loan Notes has occurred today and 190,476 Warrants have been issued, exercisable at 5.25 pence over the next five years.

The proceeds raised from the issue of Loan Notes will be used to finance the working capital of the Company.

Terms of the Loan Notes and the Warrants

The principal amount of each Loan Note when issued shall be £25,000. For each £25,000 loan note issued, Oxus Gold will receive 90% of the par value, equivalent to £22,500 per Loan Note. All of the Loan Notes will be redeemable on the anniversary date of the first issue of Loan Notes, unless otherwise converted, and will be settled in cash at 100% of par value, equivalent to £25,000 per Loan Note.

The Loan Notes are convertible at the Loan Note holder's election into new Ordinary Shares at the lesser of: 4.6 pence per new Ordinary Share or 92.5% of the Market Share Price (being, in respect of an Ordinary Share at a particular date, the arithmetic average of the volume weighted average price for an Ordinary Share for 5 trading days of Darwin's choosing out of the 20 trading days ending on the day prior to such date).

The Company, at its election, has the right to redeem prior to maturity one or all of the outstanding Loan Notes in cash at 105% of the par value (equivalent to £26,250 per Loan Note). In addition, the Loan Notes are redeemable in the event of a change of control of Oxus Gold or the occurrence of certain default events in cash at 120% of the principal amount outstanding on the date of the relevant event.

Loan Note holders will also be issued with Warrants which are exercisable for a period of five years from the date of issue. The number of Ordinary Shares subject to the warrant will be 10% of the par value of each Loan Note divided by the warrant exercise price. The warrant exercise price will be 125% of the closing mid-market price of Ordinary Shares on the trading day preceding the date of the placing of the relevant Loan Notes.

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