Kenmare Resources : Publication of Prospectus and Notice of Extraordinary General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States, Canada, Japan, Australia, South Africa, Hong Kong or Switzerland or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Any offer to acquire shares pursuant to the Capital Restructuring will be made, and investors should only subscribe for or purchase any shares referred to in this announcement and should make any investment decision, solely on the basis of information contained in the prospectus (the 'Prospectus') published by Kenmare Resources plc ('Kenmare' or the 'Company and, together with its subsidiaries, the 'Group') today in connection with the admission of the new ordinary shares in the Company ('New Ordinary Shares') to be issued under the Capital Restructuring to listing on the secondary listing segment of the Official List of the Irish Stock Exchange and the premium listing segment of the Official List of the Financial Conduct Authority ('FCA') and to trading on the respective main market for listed securities of the Irish Stock Exchange and the London Stock Exchange (the 'Admission') and in connection with the making of the Open Offer to the public in Ireland and the United Kingdom.

A copy of the Prospectus has been made available on the Company's website (www.kenmareresources.com) and is available for viewing at the National Storage Mechanism at www.hemscott.com/nsm. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

1 July, 2016

Kenmare Resources plc

Publication of Prospectus and Notice of Extraordinary General Meeting

The prospectus dated 1 July, 2016, relating to the Proposed Capital Restructuring comprising, inter alia, the proposed Cornerstone Placing, Firm Placing and Open Offer, details of which were announced by the Company on 30 June, 2016, has been approved by the Central Bank of Ireland.

An Extraordinary General Meeting to consider the Resolutions for implementation of the Capital Reorganisation, Capital Restructuring and Capital Raise has been convened for 10.15 a.m. on 25 July 2016 at The Fitzwilliam Hotel, St. Stephen's Green, Dublin 2 (or, if later, immediately following the conclusion of the AGM convened for 10.00 a.m. on the same day and at the same location). Notice of the EGM and an accompanying explanatory letter from the Chairman of the Company are included in the Prospectus.

The Prospectus has been published and is available for inspection in electronic form on the Company's website www.kenmareresoucres.com and will be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm.

Davy, Canaccord and Mirabaud are acting as Joint Bookrunners in respect of the Capital Raise and Rothschild and Hannam & Partners are acting as financial advisers to the Company.

Applications for Listing

Application has been made to the Irish Stock Exchange for the 13,909,527 Ordinary Shares of nominal value €0.001 in the capital of the Company (being the Ordinary Shares in issue on completion of the Capital Reorganisation) to be admitted to the Official List and trading on its regulated market. Application has been made to the FCA for these Ordinary Shares to be admitted to the Official List of the FCA and application has been made to the London Stock Exchange for these Ordinary Shares to be admitted to trading on the London Stock Exchange's main market. It is expected that such admission will become effective and dealings in these Ordinary Shares will commence at 8.00 a.m. on 26 July, 2016, being the Capital Reorganisation Effective Date.

Application has been made to the Irish Stock Exchange for the 78,447,985 New Ordinary Shares to be issued pursuant to the Cornerstone Placing and the Firm Placing to be admitted to the Official List and trading on its regulated market. Application has been made to the FCA for these New Ordinary Shares to be admitted to the Official List of the FCA and application has been made to the London Stock Exchange for these New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market. It is expected that such admission will become effective and dealings in the New Ordinary Shares to be issued pursuant to the Cornerstone Placing and the Firm Placing will commence at 8.00 a.m. on 26 July, 2016, being the first business day following the passing of the Capital Restructuring Resolutions.

Application has been made to the Irish Stock Exchange for up to 39,181,767 New Ordinary Shares to be issued pursuant to the Open Offer (and the Lender Underwriting (if any)) to be admitted to the Official List and trading on its regulated market. Application has been made to the FCA for the New Ordinary Shares to be issued pursuant to the Open Offer (and the Lender Underwriting (if any)) to be admitted to the Official List of the FCA and application has been made to the London Stock Exchange for New Ordinary Shares to be issued pursuant to the Open Offer (and the Lender Underwriting (if any)) to be admitted to trading on the London Stock Exchange's main market. It is expected that Admission will become effective and dealings in the New Ordinary Shares to be issued pursuant to the Open Offer will commence at 8.00 a.m. on 26 July, 2016, being the first business day following the passing of the Capital Restructuring Resolutions.

Application has been made to the Irish Stock Exchange for up to 7,609,371 New Ordinary Shares to be issued pursuant to the Debt Equitisation (if any) to be admitted to the Official List and trading on its regulated market. Application has been made to the FCA for the New Ordinary Shares to be issued pursuant to the Debt Equitisation (if any) to be admitted to the Official List of the FCA and application has been made to the London Stock Exchange for the New Ordinary Shares to be issued pursuant to the Debt Equitisation (if any) to be admitted to trading on the London Stock Exchange's main market. It is expected that Admission will become effective and dealings in the New Ordinary Shares to be issued pursuant to the Debt Equitisation (if any) and the Lender Underwriting (if any) will commence at8.00 a.m. on 28 July, 2016.

Application has been made to the Irish Stock Exchange for 191,570 New Ordinary Shares to be issued to Absa to be admitted to the Official List and trading on its regulated market. Application has been made to the FCA for the Absa Shares to be admitted to the Official List of the FCA and application has been made to the London Stock Exchange for the Absa Shares be admitted to trading on the London Stock Exchange's main market. It is expected that Admission will become effective and dealings in the Absa Shares will commence at 8.00 a.m. on 28 July, 2016.

Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the Prospectus.

For further information, please contact:

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States, Canada, Japan, Australia, South Africa, Hong Kong or Switzerland or any other jurisdiction where to do so would constitute a violation of the relevant securities laws (the 'Excluded Territories'). This announcement is for information purposes only and shall not constitute or form part of any offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities mentioned herein (the 'Securities') in the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other Excluded Territory.

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Securities is being made in the United States.

This announcement has been issued by, and is the sole responsibility of, Kenmare. None of Canaccord Genuity Ltd, J&E Davy and Mirabaud Securities (the 'Joint Bookrunners') or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its truth, accuracy, completeness or verification (or whether any information has been omitted from this announcement) or for any other statement made or purported to be made by it, or on its behalf, in connection with Kenmare, the Securities, the Capital Raise or the Debt Restructuring, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available. Each of the Joint Bookrunners accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of any loss howsoever arising from any use of this announcement, its contents or any such statement or otherwise arising in connection therewith.

Each of NM Rothschild & Sons Ltd, Hannam & Partners (Advisory) LLP, Canaccord Genuity Ltd and Mirabaud Securities (each of whom is authorised and regulated in the United Kingdom by the FCA) and J&E Davy (who is regulated in Ireland by the Central Bank) are acting exclusively for Kenmare and no one else in connection with the Capital Raise. They will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raise and will not be responsible to anyone other than Kenmare for providing the protections afforded to their respective clients nor for giving advice in relation to the Capital Raise or any transaction or arrangement referred to in this announcement and accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might have in respect of this announcement or any such statement.

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms 'anticipates', 'believes', 'estimates', 'expects', 'intends', 'may', 'plans', 'projects', 'should' or 'will', or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding Kenmare's intentions, beliefs or current expectations concerning, amongst other things, Kenmare's results of operations, financial position, liquidity, prospects, growth, strategies and expectations for its Mine and the titanium mining industry.

By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of Kenmare's operations, financial position and liquidity, and the development of the markets and the industry in which Kenmare operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Kenmare's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Kenmare's operations, results of operations, financial position and growth strategy.

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Kenmare Resources via Globenewswire

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