NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 20 April 2015 Baobab Resources Plc De-Listing Proposal and Recommended Cash Takeover Offer by Redbird Investments Limited to acquire the entire issued and to be issued ordinary share capital of Baobab Resources Plc not already owned by Redbird or its associated entities Offer Unconditional in All Respects

On 27 February 2015, the Independent Directors of Baobab Resources Plc ("Baobab" or the "Company") (AIM: BAO) announced that, following discussions with its major shareholder, Redbird Investments Limited ("Redbird"), a wholly owned investment vehicle of African Minerals Exploration & Development Fund SICAR, S.C.A. ("Fund I"), they had reached agreement on the terms of a proposal for seeking the cancellation of the admission of the Company's ordinary shares of 1 pence each ("Shares") to trading on the AIM Market of the London Stock Exchange ("AIM") (the "De-Listing") and the making of a cash offer for all of the Company's Shares not already owned by Redbird for a cash consideration of 6.0 pence per Share (the "Offer").
The full terms and conditions of the Offer and the procedures for acceptance thereof were set out in the offer document issued by Redbird on 27 March 2015 (the "Offer Document").
Redbird is pleased to announce that the Offer has become unconditional in all respects. Further details are set out below.

Acceptances

As at 1pm on 17 April 2015, being the first closing date of the Offer, Redbird had received valid acceptances of the Offer in respect of 137,432,092 Shares (representing approximately
40.15 per cent. of the issued share capital of Baobab). In addition, Redbird currently owns
140,041,802 Shares representing 40.91 per cent. of the issued share capital of Baobab. Accordingly, as at 1pm on 17 April 2015, Redbird either owned or had received valid acceptances of the Offer in respect of 277,473,894 Shares, representing approximately
81.05 per cent. of the issued share capital of Baobab, which Redbird may count towards the
Minimum Acceptance condition, which is now satisfied.
As set out in the announcement made by Baobab and Redbird on 27 February 2015, Baobab's Chairman, Jeremy Dowler, intended to accept the Offer in relation to 1,500,000
Shares held by him and to retain the balance of his holding. Redbird is pleased to confirm that Jeremy Dowler has accepted the Offer in relation to 1,500,000 Shares.
The percentages of Shares referred to in this announcement are based upon a figure of
342,338,426 Shares in issue on the date of this announcement.

Other Offer Conditions

Redbird has received confirmation from the Ministry of Mineral Resources and Energy in Mozambique that it has no objection to the indirect change of control of Capitol Resources, LDA (the holder of Baobab's mineral licences), and that no further regulatory approvals are required for the completion of the Offer. As at the date of this announcement, Redbird has not been advised of any tax or other monetary liability arising in connection with the Offer. Accordingly, together with the satisfaction of the Minimum Acceptance Condition as described above, the Offer is now unconditional in all respects.

Closing of Offer

As at 1pm on 17 April 2015, the Offer is declared unconditional in all respects and will remain open for acceptance for a further 14 calendar days until 1pm on 1 May 2015.
The procedure for acceptance of the Offer is set out in the Offer Document in Section C of Appendix 1 and in the Form of Acceptance for Shareholders holding their Shares in certificated form, and in Section D of Appendix 1 for Shareholders holding their Shares in uncertificated form.

Settlement

Settlement of the consideration to which any Shareholder is entitled under the Offer will be effected, in the case of acceptances received by 1pm on 17 April 2015, the date on which the Offer became unconditional in all respects, by no later than 1 May 2015. For those acceptances received after 17 April 2015 and up until 1pm on 1 May 2015, settlement will be effected within 14 calendar days of the date of receipt of the relevant acceptance.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Baobab website at www.baobabresources.com no later than 12 noon on 21 April 2015. For the avoidance of doubt, the content of such website is not incorporated into, and does not form part of, this announcement.
Unless otherwise stated, defined terms used in this announcement have the meaning ascribed to them in the Offer Document.

Cancellation of admission of Shares to trading on AIM

As stated in the Offer Document, it was intended that, subject to the Offer being declared unconditional in all respects, and Redbird having received sufficient acceptances under the Offer such that Redbird holds not less than 75 per cent. of the voting rights of Baobab, Redbird would procure that Baobab applies for cancellation of the admission to trading of the Shares on AIM.
As the Offer has now been declared unconditional in all respects and Redbird has received valid acceptances of the Offer such that Redbird holds more than 75 per cent. of the voting rights of Baobab, the Company will now make an application to AIM for cancellation of the admission to trading of the Shares on AIM. A further announcement will be made in due
course confirming that the notice period has commenced together with the anticipated date of cancellation.

Enquiries: Baobab Resources Plc

Ben James (Managing Director) Jeremy Dowler (Chairman) Frank Eagar (Finance Director)
Tel: +258 21 486 404
Tel: +44 1372 450529
Tel: +27 76 753 5377

Canaccord Genuity Limited (NOMAD, broker and financial adviser to the Independent Directors)

Henry Fitzgerald-O'Connor
Chris Fincken
Ryan Gaffney
Tel: +44 20 7523 8000

GMP Securities Europe LLP (financial adviser to Redbird)

Richard Greenfield
Andrew Young
Tel: +44 20 7647 2800

Further Information

GMP Securities Europe LLP ("GMP") is acting as financial adviser to Redbird on the Offer. GMP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Redbird and no one else in connection with the Offer and will not regard any other person as its client in relation to the matters described herein and will not be responsible to anyone other than Redbird for providing the protections afforded to clients of GMP, nor for providing advice in relation to the Offer or any matter or arrangement referred to in this announcement.

Canaccord Genuity Limited is acting as financial and Rule 3 adviser to the Independent Directors on the Offer. Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Independent Directors and no one else in connection with the Offer and will not be responsible to anyone other than the Independent Directors for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to matters described in this announcement, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

Overseas Shareholders

Unless otherwise determined by Redbird or required by the Code (and permitted by applicable law and regulation), the Offer is not being made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction (as defined in the Offer Document) and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities, or from within any Restricted Jurisdiction, subject to certain exceptions.

Accordingly, unless otherwise determined by Redbird or required by the Code (and permitted by applicable law and regulation), copies of the Offer Document and the Form of Acceptance and any other document related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, transmitted or sent in or into or from any Restricted Jurisdiction and persons receiving the Offer Document, the Form of Acceptance and any other related document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. In particular, the Offer will not be made, in or into or by the use of the mails of, or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States or any area subject to its jurisdiction or any political division thereof, nor is it being made into any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or otherwise from within the United States or any other Restricted Jurisdiction. Accordingly, copies of the Offer Document and the Form of Acceptance are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States or any other Restricted Jurisdiction. Persons receiving the Offer Document (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, or any other documentation relating to the Offer in, into or from the United States or any other Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

The release, publication or distribution of the Offer Document in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Offer Document has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

The ability of Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom

should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by not later than 3.30 pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by not later than 3.30 pm (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by not later than 3.30 pm (London time) on the business day following the date of the relevant dealing If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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