Camco Clean Energy : Notice of New GM

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

7 July 2014

CAMCO CLEAN ENERGY PLC

("Camco" or the "Company")

NOTICE OF NEW GENERAL MEETING

IN CONNECTION WITH THE PLACING AND OPEN OFFER

Further to the announcement made by the Company on 27 June 2014 (the "First Announcement"), the Company announces a change to the timings and mattersrequired to be voted upon by Shareholders. While this will result in a delay to the Admission of the New Ordinary Shares, the terms of and rationale for the Capital Raising set out in the First Announcement remain unchanged.

A new circular to shareholders will be posted today Monday 7th July 2014, extracts of which are set out below, to provide details of the New Resolution and New General Meeting and to seek your approval to the New Resolution at the forthcoming New General Meeting, which will be held at the offices of N+1 Singer, One Bartholomew Lane, London, EC2N 2AX at 9 a.m. on 22 July 2014.

Copies of the Circular will be available free of charge from the Company's website ( www.camcocleanenergy.com )and at the offices of N+1 Singer, One Bartholomew Lane, London, EC2N 2AX during normal business hours on any weekday (public holidays excepted) up to and including 22 July 2013.

Enquiries:

Camco Clean Energy plc                                                +44 (0) 207 121 6100

Scott McGregor, Chief Executive Officer

Jonathan Marren, Chief Financial Officer

N+1 Singer (Nominated Adviser and Broker)                     +44 (0) 207 496 3000

Andrew Craig

Ben Wright

Newgate Threadneedle

Caroline Forde, Josh Royston, Hilary Millar                      +44 (0) 207 653 9850

CAMCO CLEAN ENERGY PLC

NOTICE OF NEW GENERAL MEETING

IN CONNECTION WITH THE PLACING AND OPEN OFFER

1.   Introduction

The Board is pleased to confirm that the conditional Placing of 25,000,000 New Ordinary Shares at 4 pence each to raise £1.0 million before expenses by means of a placing by N+1 Singer and the Open Offer remain unchanged.

As part of on-going discussions, N+1 Singer has agreed to vary the terms under the Placing and Open Offer Agreement involving the issuance of warrants to it as set out in the First Circular. As such, the New Resolution to be proposed at the New General Meeting on 22 July 2014 will no longer seek approval for the issue of those warrants and the warrants will no longer be issued.

Accordingly, N+1 Singer and the Company have agreed that the Placing and Open Offer Agreement shall be varied such that it is conditional on the New Resolution being duly passed at the New General Meeting.

The General Meeting of the Company, which was convened by the notice sent out to Shareholders in the First Circular, will still be held at the time and place set out in that notice. However, the Directors will withdraw the Resolution in entirety at the beginning of the General Meeting and as such no resolutions will be passed at the meeting. All proxy notices received in respect of the Resolution will subsequently not be counted.

2.   General Meeting and New General Meeting

A notice convening the New General Meeting to be held at the offices of N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX on 22 July 2014 at 9 a.m. is set out on page 11 of the New Circular. At the New General Meeting, the following New Resolution will be proposed:

Resolution:-

"THAT:

1.1        The directors be and they are hereby empowered to allot and issue equity securities as if the pre-emption provisions relating to, inter alia the allotment of shares in the Company contained in the Articles did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities up to:

(a)        a maximum number of 25,000,000 New Ordinary Shares at 4 pence each to raise £1 million before expenses by means of a placing by N+1 Singer; and

(b)       an aggregate of 13,007,947 New Ordinary Shares, to raise approximately £0.5 million, on the basis of 1 New Ordinary Share for every 16 Existing Ordinary Shares held on the Record Date, at 4 pence each (the same price per Ordinary Share as the Placing). Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares through the Excess Application Facility.

AND THAT:

1.2        the resolution herein, when duly passed, is valid, effective and binding on the Company and was properly proposed by the directors of the Company, notwithstanding that the directors have not complied with Article 2.13.3 of the Articles.

AND THAT:

1.3        the authority granted by this resolution is in substitution for all subsisting authorities conferred to the extent unused."

3.   Action to be taken

3.1          New General Meeting

Shareholders will find accompanying the New Circular a Form of Proxy for use at the New General Meeting. Whether or not you intend to be present at the New General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it either by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible and, in any event, so as to arrive no later than 9 a.m. on 18 July 2014. Completion and return of the Form of Proxy will not affect your right to attend and vote in person at the New General Meeting if you so wish.

Note that any Forms of Proxy submitted for the General Meeting due to be held on 15 July 2014 will not apply to the New General Meeting due to be held on 22 July 2014.  Shareholders should complete, sign and return a new Form of Proxy form for the New General Meeting.

3.2          Open Offer

Note that the terms of the Open Offer remain unchanged and full details of the Open Offer are set out in the First Circular.  Any Application Form submitted in response to the First Circular will remain valid and Shareholders are not required to submit a new Application Form.

Qualifying non-CREST Shareholders

If you are a Qualifying non-CREST Shareholder you will have received an Application Form which gives details of your entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer (whether in respect of your Open Offer Entitlement or both your Open Offer Entitlement and any Excess Open Offer Entitlements), you should complete the accompanying Application Form in accordance with the procedure for application set out in paragraph (b) of Part III of the First Circular and on the Application Form itself.

Qualifying CREST Shareholders

If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies the New Circular and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your entitlement under the Open Offer except (subject to certain exceptions) if you are an Overseas Shareholder who has a registered address in, or is a resident in or a citizen of an Excluded Territory. Applications by Qualifying CREST Shareholders for Excess Open Offer Entitlements in excess of their Open Offer Entitlements should be made in accordance with the procedures set out in paragraph 5.3 of Part III of the First Circular, unless you are an Overseas Shareholder in which event, applications should be made in accordance with the procedures set out in paragraph 6 of Part IV of the First Circular.

The latest time for applications under the Open Offer to be received is 11 a.m. on 14 July 2014. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are set out in Part III of the First Circular.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the New Circular and the Open Offer.

4.   Overseas Shareholders

Information for Overseas Shareholders who have registered addresses outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom appears in paragraph 6 of Part IV of the First Circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you read that part of the First Circular.

5.   Directors' recommendation

The Directors consider the Placing and the Open Offer to be in the best interests of the Company and its Shareholders as a whole.

Accordingly the Directors unanimously recommend that Shareholders vote in favour of the New Resolution to be proposed at the New General Meeting.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DEFINITIONS

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

Admission means the admission to trading on AIM of the New Ordinary Shares to be issued pursuant to the Capital Raising taking place in accordance with the AIM Rules for Companies

AIM means the market of that name operated by the London Stock Exchange

AIM Rules for Companies means the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange

Application Form  means the application form which accompanies the First Circular for Qualifying non-CREST Shareholders for use in connection with the Open Offer

Articles means the existing articles of association of the Company as at the date of the New Circular

Board means the board of directors of the Company from time to time

Capital Raising means together, the Placing and Open Offer, details of which are set out in the First Circular

certificated or certificated form means not in uncertificated form

Company or Camco means Camco Clean Energy PLC

CREST means the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations

CREST member means a person who has been admitted by Euroclear UK & Ireland as a system-member (as defined in the CREST Regulations)

CREST participant means a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)

CREST Regulations means the Uncertified Securities Regulations 2001, as amended

CREST sponsored member means a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members)

Directors means the directors of the Company at the date of the New Circular

Euroclear UK & Ireland or means Euroclear UK & Ireland Limited, the operator of CREST Euroclear

Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlement

Excess CREST Open Offer Entitlement means, in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the New Circular

Excess Open Offer Entitlement means an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the New Circular

Excluded Territories means the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations

Existing Ordinary Shares means the existing issued ordinary shares of €0.01 each in the capital of the Company as at the date of the First Circular

Form of Proxy means the form of proxy relating to the General Meeting being sent to Shareholders with the New Circular

FCA means the Financial Conduct Authority of the United Kingdom

First Circular means the circular sent to Shareholders on 27 June 2014 in respect of the Capital Raising

FSMA means the Financial Services and Markets Act 2000 (as amended)

General Meeting means the general meeting of the Company convened at 12 p.m. on 15 July 2014 (or any adjournment of it), notice of which is set out on page 69 of the First Circular

Issue Price means 4 pence per New Ordinary Share

Law means the Companies (Jersey) Law 1991, as amended from time to time

London Stock Exchange means London Stock Exchange plc

New General Meeting means the general meeting of the Company convened at 9 a.m. on 22 July 2014 (or any adjournment of it), notice of which is set out on page 11 of the New Circular

New Ordinary Shares means up to 38,007,947 ordinary shares of €0.01 each in the capital of the Company to be issued pursuant to the Capital Raising

New Resolution means the resolution set out in the notice of the New General Meeting on page 11 of the New Circular

N+1 Singer means N+1 Singer of One Bartholomew Lane, London, EC2N 2AX, the Company's Nominated Adviser and Broker

Open Offer means the invitation to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on the terms of and subject to the conditions set out or referred to in Part IV of the First Circular and, where relevant, in the Application Form

Open Offer Entitlement means the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 1 Open Offer Share for every 16 Existing Ordinary Shares held by them on the Record Date pursuant to the Open Offer

Open Offer Shares means the 13,007,947 New Ordinary Shares for which Qualifying Shareholders are being invited to apply under the terms of the Open Offer

Overseas Shareholders means Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom

Placing means the conditional firm placing by N+1 Singer of the Placing Shares at the Issue Price pursuant to the Placing and Open Offer Agreement, as described in Part I of the First Circular

Placing and Open Offer Agreement   means the agreement dated 27 June 2014 between the Company, and N+1 Singer relating to the Placing and Open Offer, details of which are set out in paragraph 5 of Part V of the First Circular

Placing Shares means the 25,000,000 New Ordinary Shares which have been placed conditionally with investors by N+1 Singer pursuant to the Placing

Prospectus Rules means the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market

Qualifying CREST Shareholders means Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in uncertificated form

Qualifying non-CREST Shareholders means Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in certificated form

Qualifying Shareholders means holders of Existing Ordinary Shares on the Company's register of members at the Record Date (other than certain Overseas Shareholders)

Record Date means 5.30 p.m. on 26 June 2014

Receiving Agent or Computershare    means Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Resolution means the resolution set out in the notice of the General Meeting on page 69 of the First Circular

Shareholders means holders of Existing Ordinary Shares

stock account means an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited

uncertificated or uncertificated form means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland

£ or Pounds means UK pounds sterling, being the lawful currency of the United Kingdom

€ or EUR mean Euros, being the lawful currency of the European Union

Important notice:

This announcement does not constitute or form part of any offer or invitation to sell or issFue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares on the basis of this announcement. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Circular expected to be published and made generally available in the United Kingdom today. When made generally available, copies of the Circular may be obtained at no cost through the Company's corporate website (http://www.camcocleanenergy.com).

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand.

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Placing and Open Offer or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing and Open Offer and will not regard any other person (whether or not a recipient of the Circular) as its client in relation to the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing and Open Offer or any other matter referred to herein.

Cautionary note regarding forward looking statements:

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. Words such as ''believes'', ''anticipates'', ''estimates'', ''expects'', ''intends'', ''aims'', ''potential'', ''will'', ''would'', ''could'', ''considered'', ''likely'', ''estimate'' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. Neither the Company nor any member of its group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules, the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.