THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you should consult an independent financial adviser authorised and regulated under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities before taking any action. The whole of this Circular should be read. You should be aware that an investment in the Company involves a high degree of risk and prospective investors should carefully consider the section entitled 'Risk Factors' set out in Part III of this Circular.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this Circular and accompanying Application Form at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom you have sold or transferred your shares for delivery to the purchaser or transferee. Such documents should, however, not be forwarded to or transmitted into any jurisdiction where to do so might constitute a violation of local securities law or regulation. Any failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

The total consideration under the Open Offer shall be less than €5 million (or an equivalent amount in US dollars or sterling) in aggregate. Therefore, in accordance with section 85 and Schedule 11A of FSMA, this Circular is not, and is not required to be, a prospectus for the purposes of the Prospectus Rules published by the Financial Conduct Authority and has not been approved by the Financial Conduct Authority or any other authority or regulatory body. Furthermore, as the total consideration under the Placing and Open Offer shall be less than €5 million (or an equivalent amount in US dollars or sterling) in aggregate, in accordance with Regulation 8(h) of the Irish Regulations, this document is not, and is not required to be a prospectus for the purposes of the Irish Regulations and has not been approved by the Central Bank of Ireland. In addition, as the total consideration under the Open Offer shall be less than €5 million (or an equivalent amount in US dollars or sterling) in aggregate, in accordance with Article L. 411-2 of the French Monetary Code (Code monétaire et financier) and Article 2-112 2o of the French Regulations, this document is not, and is not required to be, a prospectus for the provisions of the French Regulations and has not been approved by the Autorité des Marchés Financiers. In addition, this Circular has not been, and will not be, lodged with Australian Securities and Investments Commission (ASIC). Any invitation to purchase or subscribe for the securities will be an offer that does not need disclosure for the purposes of Section 708 of the Corporations Act 2001 (Cth) ('Corporations Act'). By retaining this Circular, each Australian Shareholder represents to the Company that it is a sophisticated investor under Section 708(8)(a) of the Corporations Act or a professional investor under Section 708(11) of the Corporations Act, or both or, if that is not the case, in the alternative, that the Company may issue Open Offer Shares to such Australian Shareholder in reliance on certain other categories in Section 708 of the Corporations Act. In addition, this Circular does not constitute an admission document drawn up in accordance with the AIM Rules.

A prospective investor should be aware of the risks of investing in the Company and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UK Listing Authority has examined or approved the contents of this Circular.

BAOBAB RESOURCES PLC(Incorporated and registered in England and Wales with registered number 5590467)Open Offer of up to 72,733,708 New Ordinary Shares at 2 pence per shareThis document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out as Part I of this Circular and the section headed 'Risk Factors' in Part III of this Circular.

The Open Offer closes at 11.00 a.m. on 18 June 2015. If you are an Eligible Shareholder and wish to apply for Open Offer Shares under the Open Offer you should follow the procedure set out in Part II of this Circular and, if you are an Eligible non-CREST Shareholder, complete and return the accompanying Application Form. Eligible CREST Shareholders (who will not receive an Application Form) will receive instead a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements which will be enabled for settlement on 2 June 2015. If you do not wish to participate in the Open Offer then you should not return your Application Form or send a USE instruction through CREST. Applications under the Open Offer may only be made by the Eligible Shareholders originally entitled thereto or by persons becoming so entitled, by virtue of a bona fide sale or transfer of Ordinary Shares prior to the Record Date.

The New Ordinary Shares will, following allotment, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared made or paid on the Ordinary Share capital of the Company.

This document is being sent to all Shareholders, but in relation to those Shareholders who are not Eligible Shareholders (which means any Shareholders resident outside of the United Kingdom, Republic of Ireland, France or Australia) it is being sent to them for information purposes only.

IMPORTANT INFORMATIONThis document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or an applicable exemption from such registration requirements. The Existing Ordinary Shares and the New Ordinary Shares have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States. There will be no public offering of the Existing Ordinary Shares or the New Ordinary Shares in the United States. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no document in relation to the Open Offer has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Open Offer. The New Ordinary Shares may not, directly or indirectly, be offered or sold within any territory other than the United Kingdom, Republic of Ireland, France or Australia, or offered or sold to a person within any territory other than the United Kingdom, Republic of Ireland, France or Australia. Any failure to comply with these restrictions may constitute a violation of the securities law of any jurisdiction. Persons (including, without limitation, nominees and trustees) receiving this Circular and/or an Application Form should not, in connection with the Open Offer, distribute or send this Circular or Application Form into any jurisdiction when to do so would, or might contravene local securities laws or regulations or be contrary to the terms and conditions of the Open Offer.
This document contains 'forward-looking statements' which includes all statements other than statements of historical fact including, without limitation those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'might', 'anticipates', 'would', 'could' or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this Circular. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.
The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the United Kingdom, Republic of Ireland, France or Australia. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Existing Shareholders with registered addresses in any jurisdiction other than the United Kingdom, Republic of Ireland, France or Australia since to do so would require compliance with the relevant securities laws of that jurisdiction. Applications from any such person will be deemed to be invalid. If an Application Form is received by any Shareholder whose registered address is elsewhere but who is in fact a resident or domiciled in a territory other than the United Kingdom, Republic of Ireland, France or Australia, he/she should not seek to take up his/her allocation.
2TABLE OF CONTENTSPageExpected timetable of principal events 4 Open Offer statistics 5 Definitions 6 Part I Letter from the Chairman 11 Part II Details of the Open Offer 23 Part III Risk factors 34 Part IV Additional information 41 Part V Notice of General Meeting 54 Form of Proxy 57

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