Archipelago Resources PLC : Notice of General Meeting

4 October 2013

AIM: AR.

Archipelago Resources Plc

("Archipelago" or "the Company")

Proposed Cancellation of admission to AIM and Notice of General Meeting

Archipelago today announces that it is posting a circular to shareholders convening a General Meeting at 11.00 a.m. on Thursday 24 October 2013 ("General Meeting") to seek shareholder approval to cancel the admission of the Company's shares to trading on AIM ("Delisting").

The decision to apply for the Delisting is as a result of the unconditional recommended cash offer by PT Rajawali Corpora ("RC") as announced on 27 September 2013 ("Offer"). The Delisting is conditional upon the consent of not less than 75 per cent. of votes cast by shareholders at the General Meeting.

As set out in the offer document sent to Archipelago shareholders on 27 September 2013, RC:

·           currently directly or indirectly holds or has unconditionally contracted to acquire, in aggregate, 52.98 per cent. of the existing issued share capital of the Company;

·           pursuant to certain put option agreements has been appointed proxy to vote in favour of the resolution to approve the Delisting in respect of 10.04 per cent of the existing issued share capital of the Company; and

·           has obtained irrevocable undertakings to vote in favour of the resolution to approve the Delisting in respect of 14.83 per cent. of the existing issued share capital of the Company.

Accordingly, RC has procured that 77.84 per cent. of the total voting rights in the Company (assuming the exercise of all outstanding share options in respect of ordinary shares in the Company) will vote in favour of the resolution to approve the Delisting.

If the resolution to approve the Delisting is passed at the General Meeting, it is proposed that cancellation of the Company's shares from trading on AIM will take effect at 7.00 a.m. on Wednesday, 13 November 2013.

A copy of the General Meeting circular will be available from today on Archipelago's website at www.archipelagoresources.co.uk and an extract of the letter to shareholders contained in the General Meeting circular, including further information as to the background to and reasons for the Delisting, is set out below.

For further information please contact:

LETTER FROM THE CHAIRMAN OF ARCHIPELAGO RESOURCES PLC

ARCHIPELAGO RESOURCES PLC

(Registered in England and Wales and having registration number 04425340)

Dear Shareholders                                                                                                              4 October 2013

Proposed cancellation of admission to trading of the Ordinary Shares on AIM

1.       Introduction

Earlier today, the Company announced its intention to apply for the cancellation of the admission to trading of the Ordinary Shares on AIM. The decision to apply for the Delisting is as a result of the unconditional recommended cash Offer by RC as announced on 27 September 2013. The Offer was unconditional on the date that it was announced and the Offer Document sent to Shareholders on such date provides information regarding the intentions of RC with regard to the cancellation of the Ordinary Shares to trading on AIM and the proposed restructuring of the Group's business. This document also provides information as to the background to and reasons for the Delisting.

As set out in the Offer Document sent to Shareholders on 27 September 2013, pursuant to the Put Option Agreements, RC has been appointed proxy to vote in favour of the resolution cancelling the trading of the Ordinary Shares on AIM, in respect of 10.04 per cent. of the existing issued share capital of the Company. In addition, as detailed in the Offer Document, pursuant to the terms of certain irrevocable undertakings to accept the Offer, RC has obtained irrevocable undertakings to vote in favour of the Resolution in respect of 14.83 per cent. of the existing issued share capital of the Company. Accordingly, together, with the Ordinary Shares already held directly or indirectly by RC or which RC has unconditionally contracted to acquire, 77.84 per cent. of the total voting rights in the Company (assuming the exercise of all outstanding share options in respect of Ordinary Shares) shall vote in favour of the Resolution.

A General Meeting has been convened for 11.00 a.m. on 24 October 2013, at which Shareholders will be asked to consider, and if thought fit, to approve the Resolution in order to implement the Delisting. The Notice convening the General Meeting at which the Resolution will be proposed is set out at the end of this document. Pursuant to Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Delisting.

2.       Information on Archipelago

Archipelago is registered in England and Wales, and its principal activities are gold mining and exploration in Indonesia as the 95 per cent. owner of the producing Toka Tindung Gold Mine in North Sulawesi, Indonesia.

3.       Background to and reasons for the Delisting

Shareholders will have received the Offer Document dated 27 September 2013 setting out the terms and conditions of the Offer.

RC set out the background to and reasons for the Offer and the Delisting in its letter contained in Part II of the Offer Document.

RC stated its belief that given that the Company's primary operations and assets (PT TTN and PT MSM) were located in Indonesia and the fact that, other than the AIM listing, the operations of the Company had no significant connection to the United Kingdom, it believed that the ownership of the Company's asset holding companies should be restructured into an Indonesian incorporated holding company with the intention that it would be subsequently listed on the Indonesia Stock Exchange. RC has sought the Delisting of the Company in order to facilitate the implementation of such a restructuring.

In addition to the intention of RC to restructure the assets of the Group as referred to above, the principal effects Delisting would have on Shareholders include the following:

·           there would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM or any other recognised market or trading exchange and it is intended that the CREST facility will be cancelled;

·           Shareholders who currently hold Ordinary Shares in uncertificated form will receive share certificates in due course following the Delisting taking effect. Share transfers may still be effected after the date of cancellation by depositing a duly executed and stamped stock transfer form together with an appropriate share certificate with the Registrars;

·           while the Ordinary Shares will remain freely transferable, they may be more difficult to sell compared to shares of companies quoted on AIM. It may also be more difficult for Shareholders to determine the market value of their shareholdings in the Company at any given time, this could adversely affect their value;

·           the Company will no longer be subject to the AIM Rules. Shareholders will therefore no longer be afforded the protections given by the AIM Rules. As such the Company would not be bound to,

·      announce material events, nor to announce interim or final results;

·      comply with any of the corporate governance practices applicable to AIM-quoted companies;

·      be subject to the Disclosure and Transparency Rules and, among other things, will no longer be required to disclose major shareholdings in the Company;

·      announce substantial transactions (the size of which results in a 10 per cent. threshold being reached under any one of the class tests) and related party transactions; or

·      comply with the requirement to obtain shareholder approval for reverse takeovers (the size of which results in a 100 per cent. threshold being reached under any one of the class tests) and fundamental changes in the Company's business;

·           the Company will cease to retain a nominated adviser;

·           the Company will however remain subject to the Act and other provisions of UK company law, which mandate shareholder approval for certain matters;

·           the Delisting might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately; and

·           following the Delisting the Company will not be subject to the City Code on Takeovers and Mergers.

Shareholders should be aware that if the Delisting takes effect, they will at that time cease to hold shares in a quoted company and will become shareholders of an unlisted company which will significantly reduce the marketability and liquidity of the Company shares; there will be no definitive options for exit; there is no certainty as to the economic effect of the proposed restructuring, which includes the transfer of the Group's assets; and the matters set out above will automatically apply to the Company from the date of the Delisting.

4.       Process for Delisting

Rule 41 of the AIM Rules requires an AIM company that wishes the London Stock Exchange to cancel the admission of its Ordinary Shares to trading on AIM to notify such intended cancellation and separately inform the London Stock Exchange of its preferred cancellation date at least twenty Business Days prior to such date. In accordance with AIM Rule 41, the Company has notified the London Stock Exchange of its intention to cancel the Company's admission of the Ordinary Shares to trading on AIM.

The cancellation is also conditional upon the consent of not less than 75 per cent. of votes cast by shareholders at a general meeting. The Notice at the end of this document contains the Resolution which proposes that the Company's admission to trading on AIM be cancelled.

In view of the fact that RC currently directly or indirectly holds or has unconditionally contracted to acquire, in aggregate, 52.98 per cent. of the existing issued share capital of the Company and the level of irrevocable undertakings provided in support of the Delisting and the appointments of RC as proxy (as detailed in paragraph 9 below), the Directors expect that the Resolution to approve the Delisting will be approved at the General Meeting and that the Delisting will be effective at 7.00 a.m. on 13 November 2013.

5.       Future strategy

Shareholders are referred to paragraph 3 set out above and Part II of the Offer Document in relation to RC's future strategy for the Company. As referred to in paragraph 3 above this includes a restructuring of the Company's principal assets by way of sale to an Indonesian incorporated holding company, which RC intends would be subsequently listed on the Indonesia Stock Exchange.

6.       Taxation

The Delisting may have certain tax consequences for Shareholders and those Shareholders who are in any doubt about their tax position should consult their professional advisers as to their tax position before taking any action relating to the Delisting.

7.       General Meeting

The Notice convening the General Meeting is set out at the end of this document. At the General Meeting, the Resolution will be proposed as a special resolution to approve the Delisting.

At the General Meeting the approval of 75 per cent. of those Shareholders voting in person or by proxy (unless a poll is demanded, in which case, 75 per cent. of the votes cast in person or by proxy must be in favour of the resolution) is required.

8.       Action to be taken

Shareholders will find enclosed with this document a Form of Proxy to be used in connection with the General Meeting. Whether or not you intend to attend the General Meeting, please complete and sign the Form of Proxy in accordance with the instructions printed thereon and return it by post to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL not less than 48 hours (excluding weekends and bank holidays in England and Wales) before the time for holding the meeting or adjourned meeting. Neither the completion of the Form of Proxy nor its return will preclude Shareholders from attending nor voting in person at the General Meeting should they wish to do so.

If you hold Ordinary Shares in CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Share Registrars Limited (CREST Participant ID: 7RA36) so it is received no later than 11.00 a.m. on 22 October 2013. The completion and return of a CREST Proxy Instruction will not preclude Shareholders who hold their Ordinary Shares in CREST from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so.

If you have any questions relating to this document or the completion and return of the Form of Proxy or CREST Proxy Instruction, please call Share Registrars Limited on telephone number 01252 821 390 or if telephoning from outside of the United Kingdom, on +44 1252 821 390. Please note that no advice on the contents of this document nor on the matters to be voted upon at the General Meeting nor any financial, legal or tax advice can be given by Share Registrars Limited and accordingly for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.

9.       Irrevocable Undertakings and Put Option Agreements

Pursuant to the terms of the Put Option Agreements, RC has been appointed proxy to vote in favour of the Resolution in respect of 10.04 per cent. of the existing issued share capital of the Company.

In addition, RC has obtained irrevocable undertakings to vote in favour of the Resolution in respect of 14.83 per cent. of the existing issued share capital of the Company.

Accordingly, together, with the Ordinary Shares already held directly or indirectly by RC or which RC has unconditionally contracted to acquire, 77.84 per cent. of the total voting rights in the Company (assuming the exercise of all outstanding share options in respect of Ordinary Shares) shall vote in favour of the Resolution.

10.     Recommendation

The Directors consider that the Delisting is in the best interests of the Company and its Shareholders. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as the Directors intend to do in respect of their respective beneficial holdings of, in aggregate, 1,180,000 Ordinary Shares, representing approximately 0.20 per cent. of the issued share capital of the Company as at 27 September 2013.

Yours sincerely,

Stephen K Sulistyo
Non-Executive Chairman

DEFINITIONS

The following definitions apply throughout the announcement unless the context requires otherwise:

All references to legislation in this document are to English legislation unless the contrary is indicated.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Any reference to any provision of any legislation shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

All references to time in this document are to London time.

All references in this document to ''pounds Sterling'', ''pence'', ''£'', or ''p'' are to the lawful currency of the United Kingdom.