Bellzone Mining PLC : Notice of annual general meeting

("Bellzone" or the "Company")

Bellzone Mining plc (AIM: BZM) announces that it is today posting to shareholders a circular giving notice of its Annual
General Meeting (the "Circular") and its Annual Report and Accounts for 2012 (the "Report & Accounts").
The resolutions detailed in the Circular will be proposed at the Annual General Meeting of the Company to be held at

Copies of the Circular and of the Report & Accounts are available from the Company's website, www.bellzone.com

Peta Baldwin, Corporate Affairs +44 (0) 1534 513 500

Nominated Adviser and Broker to Bellzone +44 (0)20 7523 8000
Andrew Chubb/Tarica Mpinga

Chris Sim +44 207 597 5970

Jos Simson/Mike Bartlett +44 (0)20 7920 3150 / +44 (0)7899 870 450

Bellzone Mining plc is an exploration and resource development company with iron ore and nickel/copper permits in the Republic of Guinea, West Africa. Kalia Mine Project is the Company's flagship project with a globally significant magnetite resource of 4.63 billion tonnes and some 822 million tonnes of oxide and supergene material.
The Forécariah iron ore mine commenced production in May 2012 and is a joint venture between Bellzone (50%) and
China International Fund Limited (50%).

Registered No 99308
Companies (Jersey) Law 1991 (the "Law")
Registered office address: Channel House, Green Street, St Helier, Jersey, JE2 4UH, Channel Islands

Channel House
Green Street St Helier Jersey
JE2 4UH Channel Islands
27 June 2013

Enclosed is the notice of the annual general meeting ("AGM") of the shareholders of Bellzone Mining plc (the "Company") for 2013. The AGM presents an opportunity for all shareholders to meet with and ask questions of their Board and we look forward to seeing you at the meeting.
The AGM will be held in The Club Hotel & Spa, Green Street, St Helier, Jersey JE2 4UH at 10:00am London time on

The resolutions to be proposed at the AGM comprise:
1. an ordinary resolution to receive and adopt the financial statements of the Company for the year ended 31
December 2012 and the directors' and auditors' reports thereon (copies of which have been posted to
shareholders and are also available for download on the Company's website at www.bellzone.com);
2. an ordinary resolution to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the Company to fix their remuneration;
3. an ordinary resolution to re-appoint Antony Gardner-Hillman as a director of the Company (such re-appointment being recommended by the directors of the Company);
4. an ordinary resolution to re-appoint Terry Larkan as a director of the Company (such re-appointment being recommended by the directors of the Company);
5. an ordinary resolution authorising the directors of the Company for the purposes of Article 2.3 of the Company's articles of association (the "Articles") to allot relevant securities (as that term is defined in the Articles) in respect of up to an additional two hundred and twenty two million, three hundred and ninety seven thousand, three
hundred and forty-five (222,397,345) ordinary shares (being equal to 30% of the number of ordinary shares in issue on 10 June 2013);
6. a special resolution pursuant to Article 2.10 of the Articles disapplying the pre-emption provisions in Articles 2.4 to
2.8 of the Articles in relation to the issue of equity securities (as that term is defined in the Articles) for cash in the following circumstances:
(i)
(ii)
the allotment of equity securities in connection with a pre-emptive issue (whether by a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by
them on that date, but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and
to the allotment (other than under paragraph (i) above) of equity securities up to a maximum number of one hundred and eleven million one hundred and ninety-eight thousand six hundred and seventy- two (111,198,672) equity securities (representing 15% of the number of ordinary shares in issue on
10 June 2013); and
7. a special resolution authorising the Company to make market purchases of its own ordinary shares and hold up to a maximum number of seventy- four million one hundred and thirty two thousand four hundred and forty-eight (74,132,448) ordinary shares (being equal to 10% of the number of ordinary shares in issue on 10 June 2013) at
a price between the minimum and maximum price referred to in paragraphs (B) and (C) of resolution 7 in the enclosed notice of the AGM.
The resolutions referred to at paragraphs 5 and 6 above are the same as last year and are required to enable the Company to allot and issue additional shares, should the Company need to raise additional capital, and, in the case of the authority referred to in paragraph 6(ii) above, to take advantage of opportunities that may arise that require the Company to allot shares for cash other than on a pre-emptive basis.

You will find a Form of Proxy enclosed with this letter for use in connection with the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company's registrar, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK, not later than 10:00am London time on Wednesday, 24 July 2013, being 48 hours before the time appointed for holding the AGM. Completion of the Form of Proxy will not preclude you from attending the meeting and voting in person if you so wish.
The directors of the Company consider that all the proposed resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole, and are most likely to promote the success of the Company. The approval sought in resolution 5 has been increased over the equivalent approval sought in the 2012 AGM in reflection of Bellzone's current share price and the possibility that a significant proportion of the start-up capital required at Kalia
may need to be raised through equity issuance. However, shareholders will note that the approval sought for the ability to issue new shares for cash non-pre-emptively, in resolution 6, is exactly the same as sought in the 2012 AGM as to both number and percentage, thus preserving existing shareholders' ability to participate pre-emptively in any such large equity issuance for cash. The directors unanimously recommend that, for the reasons set out in this letter, you vote in favour of each of the proposed resolutions as they intend to do in respect of their own beneficial holdings.
If you have any queries in relation to the Company's operations, please do not hesitate to contact us. On behalf of the directors of the Company,
Michael Farrow

Registered No 99308
Companies (Jersey) Law 1991 (the "Law")
Registered office address: Channel House, Green Street, St Helier, Jersey, JE2 4UH, Channel Islands

Notice is hereby given that an annual general meeting of members (the "Shareholders") of Bellzone Mining plc (the "Company") will be held in The Club Hotel & Spa, Green Street, St Helier, Jersey JE2 4UH, at 10:00am London time on Friday, 26 July 2013 to consider and, if deemed fit, to pass the resolutions set out below.

Financial statements of the Company for the year ended 31 December 2012
1. Resolved to receive and adopt the financial statements of the Company for the year ended 31 December 2012,
and the directors' and auditors' reports thereon.
Re-appointment of auditors
2. Resolved to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the
Company to fix their remuneration. Re-appointment of director
3. Resolved that Antony Gardner-Hillman be re-appointed as a director of the Company (such re-appointment
being recommended by the directors of the Company).
Re-appointment of director
4. Resolved that Terry Larkan be re-appointed as a director of the Company (such re-appointment being recommended by the directors of the Company).
Allotment of relevant securities
5. Resolved that the directors of the Company be and are hereby generally and unconditionally authorised for the purposes of Article 2.3 of the Company's articles of association (the "Articles") to exercise all or any of the powers of the Company pursuant to the Articles to allot rele vant securities (as that term is defined in the Articles) in respect of up to an additional two hundred and twenty two million, three hundred and ninety seven thousand, three hundred and forty-five (222,397,345) ordinary shares (being equal to 30% of the number of ordinary shares in issue on 10 June 2013, provided that this authority shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may a llot relevant securities pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

6. Resolved that, subject to and conditional upon the passing of resolution 5, the directors of the Company be generally and unconditionally authorised by virtue of Article 2.10 of the Articles to exercise all powers of the Company to allot equity securities (as that term is defined in the Articles) for cash pursuant to the authority conferred in resolution 5 as if the pre-emption provisions of Articles 2.4 to 2.8 of the Articles did not apply to any such allotment, provided that this power:
(A) shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and
(B) shall be limited to the following circumstances:
i. to the allotment of equity securities in connection with a pre-emptive issue (whether by way of a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all
those Shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and
ii. to the allotment (other than under paragraph (B)(i) above) of equity securities up to a maximum number of one hundred and eleven million one hundred and ninety-eight thousand six hundred and seventy-two (111,198,672) equity securities (representing 15% of the number of ordinary shares in issue on 10 June 2013).

7. Resolved that the directors of the Company be generally and unconditionall y authorised pursuant to Article 57 of the Law to make market purchases of ordinary shares of the Company, provided that:
(A) the maximum number of ordinary shares of the Company authorised to be purchased and held is seventy- four million one hundred and thirty two thousand four hundred and forty-eight (74,132,448) ordinary shares (being equal to 10% of the number of ordinary shares in issue on 10 June 2013);
(B) the minimum price, exclusive of any expenses, which may be paid for an ordinary share of the Company is £0.001;
(C) the maximum price, exclusive of any expenses, which may be paid for an ordinary share of the Company shall be the higher of:
i. an amount equal to 105% of the average middle market quotation for ordinary shares of the Company taken from AIM, a market operated by London Stock Exchange plc ("AIM"), for the five business days immediately preceding the day on which such shares are to be contracted to be purchased; and
ii. the higher of (a) the price of the last independent trade and (b) the highest current independent bid on AIM at the time the purchase is carried out; and
(D) the authority hereby conferred shall expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require ordinary shares to be purchased after such expiry and the directors of the Company may purchase ordinary shares pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

A Shareholder entitled to attend, speak and vote at the annual general meeting is entitled to appoint a proxy to attend, speak and vote in their stead. A proxy need not be a Shareholder.
On a show of hands, every Shareholder who is present in person or by proxy (or being a Company represented) and who is allowed to vote at the annual general meeting shall have one vote. Upon a poll every such Shareholder shall have one vote for every share of which he/she/it is the registered holder.
All ordinary resolutions put to the vote of the annual general meeting shall be decided on a show of hands unless, before, or on the declaration of the result of, a vote on a show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. All special resolutions put to the vote of the annual general meeting shall be decided by way of poll.
Forms of Proxy may also be obtained on request from the Company's registered office. The completed Forms of Proxy must be deposited at the Company's registrar's offices at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK, by no later than 10:00am London time on Wednesday, 24 July 2013. You may also submit your proxy electronically at www.capitashareportal.com by no later than that time. Any Shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the annual general meeting (to the exclusion of any proxy appointed) should the Shareholder subsequently decide to do so.
CREST members, who wish to appoint a proxy or proxies by utilising the CREST electronic appointment service, may do so for the annual general meeting and any adjournment(s) thereof by utilising the procedures described in the "CREST Reference Manual" issued by Euroclear UK & Ireland Limited. Please see the notes on the enclosed form of proxy for further details.
The Company has fixed the close of business on 10 June 2013 as the record date for determining the persons entitled to
receive this notice so that the persons entered on the Company's register of members at that time are the persons so
entitled.
In order to be able to attend and vote at the annual general meeting or any adjourned meeting (and also for the purpose of calculating how many votes a person may cast), a person must have his/her/its name entered on the register of members of the Company 48 hours prior to the meeting (or 48 hours before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
By order of the Board
Consortia Secretaries Limited
Company Secretary
27 June 2013
Registered Office
Channel House
Green Street St Helier Jersey
JE2 4UH Channel Islands

Registered No 99308
Companies (Jersey) Law 1991 (the "Law")
Registered office address: Channel House, Green Street, St Helier Jersey, JE2 4UH, Channel Islands
This form is only for registered holders of certificated shares for use at the annual general meeting of Bellzone Mining plc (the "Company") to be held in The Club Hotel & Spa, Green Street, St Helier, Jersey JE2 4UH, at 10:00am London time on Friday, 26 July 2013, or any adjournment if required. Additional forms of proxy are available from the Company's registered office.
I/We(name in block letters) of

(Address)

being the registered holder/s of shares in Bellzone Mining plc hereby appoint (see note 2)
1. or failing him/her
2.or failing him/her

3. the chairman of the annual general meeting,
as my/our proxy to attend and vote for me/us on my/our behalf at the annual general meeting which will be held for the purpose of considering, and if deemed fit, passing with or without modification, the ordinary and special resolutions to be proposed at the annual general meeting and at each adjournment required and to vote for or against or to abstain from voting in respect of the shares in the issued share capital of Bellzone Mining plc registered in my/our name/s, in accordance with the following instructions (see note 4).
Insert an "X" in the relevant spaces below or the number of shares according to how you wish your votes to be cast (see note 3).

Signed aton2013
SignatureAssisted by (if applicable)

Please read the notes on the following page.
Completed Forms of Proxy must be received at the Company's registrar's offices at Capita Registrars, PXS, 34
Beckenham Road, Beckenham, Kent BR3 4TU, UK, by no later than 10:00am London time on Wednesday, 24 July

1. Each member (ie shareholder) is entitled to appoint a proxy (who need not be a member of Bellzone Mining plc)
to attend, speak and vote in place of that member at the annual general meeting or any adjournment thereof.
2. Each member may insert the name or the names of up to two persons to act as alternative proxy of the member's choice in the space provided, with or without deleting "the chairman of the annual general meeting", but to be effective any such deletion must be signed by the member. The person whose name stands first on the Form of Proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow.
3. Please insert an "X" or the number of shares you hold in the relevant space according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in Bellzone Mining plc, please insert in the relevant space the number of shares held in respect of which you wish to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she/it deems fit in respect of all of your votes exercisable at the annual general meeting (unless you attend and vote at the annual general meeting in person). A member is not obliged to use all the votes exercisable by the member but the total of the votes cast or in respect of which abstention is recorded may not exceed the total number of votes exercisable by the member. An "abstained" vote is not a vote in law and will not be counted in the proportion of shares for or against any resolution.
4. Where there are joint holders of any shares, such joint holders may elect one of their number to represent them and vote whether personally or by proxy in their name. In default of such election, the person whose name appears first in the register in respect of such shares shall be the only person entitled to vote in respect thereof.
5. To be passed, each ordinary resolution (resolutions 1 to 5) requires a simple majority of votes to be cast in favour of the ordinary resolution. All ordinary resolutions put to the vote of the annual general meeting shall be decided on a show of hands unless, before, or on the declaratio n of the result of, a vote on a show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded.
6. To be passed, each special resolution (resolutions 6 and 7) requires three-fourths of votes to be cast in favour of that special resolution. All special resolutions put to the vote of the annual general meeting shall be decided by way of poll.
7. Forms of Proxy must be received at the Company's registrar's offices at Capita Registrars, PXS, 34
Beckenham Road, Beckenham, Kent BR3 4TU, UK, by no later than 10:00am London time on Wednesday,

8. The completion and lodging of this Form of Proxy will not preclude the relevant member from attending the annual general meeting, and speaking and voting in person at the annual general meeting to the exclusion of any proxy appointed in terms of this form.
9. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom, Jersey or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may vote, on a show of hands or on a poll, by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of directors of the Company of the authority of the person claiming to exercise the right to vote has been received by the Company at its registered office at Channel House, Green Street, St Helier, Jersey, JE2 4UH, Channel Islands, by no later than 10:00am London time on Wednesday, 24 July 2013.
10. To be effective, any alteration to this form must be signed in full (and not merely initialled).
11. The Company has fixed the close of business on 10 June 2013 as the record date for determining the persons entitled to receive the notice of the annual general meeting so that the persons entered on the Company's register of members at that time are the persons so entitled.
12. CREST members who wish to appoint a proxy or proxies, by utilising the CREST electronic appo intment service, may do so for the annual general meeting and any adjournment(s) thereof by utilising the procedures described in the "CREST Reference Manual" issued by Euroclear UK & Ireland Limited (the "CREST Manual"). CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
13. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message ("Crest Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such i nstructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time for receipt of proxy appointments specified in note 7 of this form of proxy. CREST members and, where applicable, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
14. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34(1) of the
Companies (Uncertificated Securities) (Jersey) Order 1999.
15. An instrument of proxy which is not deposited in the manner so required shall be invalid.

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