THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 (as amended) immediately. If you have sold or transferred all of your ordinary shares in Atlantic Carbon Group Plc, please forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. This documents should not be forwarded or transmitted in, into or from the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction or state in which release, publication or distribution would be unlawful. The distribution of this document and/or its accompanying Form of Proxy in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. ATLANTIC CARBON GROUP PLC

(Incorporated in England and Wales under registered number 05315929)

NOTICE OF GENERAL MEETING You are recommended to read the whole of this document but your attention is drawn, in particular, to the letter from the Chairman of the Company which is set out on pages 3 to 4 inclusive of this document which includes a recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting. Notice of a General Meeting of the Company to be held at 3:00 pm on Friday 18 November 2016 at the offices of Daniel Stewart & Company Plc, 33 Creechurch Lane, London, EC3A 5EB is set out at the end of this document. A Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned to the Company's registrars, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and in any event so as to be received not later than 3:00 pm on 16 November 2016. Please note that completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you wish to do so. DEFINITIONS

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

"Act"

the Companies Act 2006;

"Articles"

the Company's articles of association;

"Board" or "Directors"

the directors of the Company as at the date of this document whose names appear on page 3;

"Company"

Atlantic Carbon Group Plc (registered number 05315929)

"CREST"

a relevant system for paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755), including: (i) any enactment or subordinate legislation which amends or supersedes those regulations; and (ii) any applicable rules made under those regulations for the time being in force;

"Euroclear"

Euroclear UK & Ireland Limited;

"Form of Proxy"

the form of proxy accompanying this document for use by Shareholders in connection with the General Meeting;

"General Meeting"

the general meeting of the Company convened for 3.00 p.m. on Friday 18 November 2016, notice of which is set out at the end of this document;

"Notice"

the notice convening the General Meeting set out at the end of this document;

"Ordinary Shares"

the ordinary shares of 0.07p each in the share capital of the Company;

"Resolutions"

the resolutions to be proposed at the General Meeting as set out in the Notice; and

"Shareholders"

holders of Ordinary Shares.

LETTER FROM CHAIRMAN ATLANTIC CARBON GROUP PLC

(Incorporated in England and Wales under registered number 05315929)

Directors: Registered office:

Stephen Best 200 Strand

Peter Chinneck London

Adam Wilson WC2R 1DJ

George Roskos

2 November 2016

To Shareholders and, for information only, to the holders of options over Ordinary Shares

Dear Shareholder,

Notice of General Meeting
  1. Introduction

    The Company announced earlier today that it had successfully raised a total of £1 million (before expenses) as a result of a subscription for 482,833,334 new Ordinary Shares at a subscription price of 0.12p per Share and the exercise of 288,000,000 warrants (the "Warrants") to subscribe for 288,000,000 new Ordinary Shares in aggregate at an exercise price of 0.12p per Warrant (together, the "Fundraising"). The new Ordinary Shares issued pursuant to the Fundraising rank pari passu in all respects with the existing Ordinary Shares. The net proceeds of the Fundraising will be used by the Company for working capital purposes. The Warrants were, immediately prior to their exercise, transferred by Stephen Best to George Roskos and Jerome Palko. The other investors in the Fundraising were John Inskip, Peter Chinneck and Cornhill Capital Limited. Following completion of the Fundraising, the Company has 6,259,371,839 Ordinary Shares in issue as at the date of this document.

    In connection with the Fundraising and in accordance with article 108 of the Articles, the Board appointed George Roskos as a Director on 1 November 2016. Mr Roskos will hold office until the next annual general meeting of the Company at which a resolution to reappoint Mr Roskos will be put to Shareholders. Mr Roskos will not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such annual general meeting.

    Pursuant to resolutions passed at the Company's last annual general meeting on 28 June 2016, the Directors had authority to allot shares up to an aggregate nominal amount of £860,000 on a non-pre-emptive basis. As the Directors have now used this authority to allot the Ordinary Shares issued pursuant to the Fundraising, I am writing to you with a notice convening a General Meeting to be held at 3:00 pm on Friday 18 November 2016 at the offices of Daniel Stewart & Company Plc, 33 Creechurch Lane, London, EC3A 5EB. The Company is seeking the authority of Shareholders to provide the Directors with authority to allot an disuse new Ordinary Shares and to disapply pre- emption rights in relation to the issue of such new Ordinary Shares.

  2. General Meeting

    A notice convening the General Meeting for 3.00 p.m. on Friday 18 November 2016 at the offices of Daniel Stewart

    & Company Plc, 33 Creechurch Lane, London, EC3A 5EB is set out at the end of this document. The business to be considered at the General Meeting is set out in the Notice.

    The Company is proposing that Shareholders pass the following Resolutions: (i) an ordinary resolution to authorise the Directors, pursuant to section 551 of the Act, to allot relevant securities in the Company up to a maximum aggregate nominal amount of £1,533,546; and (ii) a special resolution to disapply the pre-emption rights conferred by the Act in relation to the allotment of equity securities for cash pursuant to the authority conferred in (i) above.

    Subject to the passing of the Resolutions, the Directors will have authority to allot up to 2,190,780,143 Ordinary Shares representing approximately 35% of the issued capital of the Company as at the date of this document, all of which can be allotted on a non-pre-emptive basis. The authorities to be granted by the Resolutions will replace the authorities granted to the Directors at the Company's annual general meeting held on 28 June 2016 which have been used in their entirety.

    As the Company announced on 21 October 2016, it remains in dialogue with Live Microsystems, Inc. regarding a potential investment by Live Microsystems, Inc. in the Company. The authority given pursuant to the Resolutions will enable the Board to continue discussions with Live Microsystems, Inc. whilst also, at the same time, evaluating and pursuing other potential sources of capital for the Company. The Directors currently intend to use the net proceeds of Ordinary Shares issued pursuant to the authorities given by the Resolutions for working capital purposes. However, the Directors also reserve the right to issue Ordinary Shares pursuant to such authorities for any other purpose or purposes as they consider appropriate. If the Resolutions are not passed at the General Meeting or if no further capital is invested in the Company by way of a subscription for new Ordinary Shares, no assurance can be given that the Company will be able to continue as a going concern. It is therefore of the utmost importance that Shareholders vote in favour of the Resolutions.

    Subject to the Resolutions being passed, the Board also intends to grant 288,000,000 warrants to Stephen Best to replace the Warrants that Mr Best transferred and which were subsequently exercised as part of the Fundraising.

  3. Action to be taken

    A Form of Proxy for use at the General Meeting is enclosed with this document. Whether or not you intend to attend the General Meeting, you are requested to return the duly completed Form of Proxy to the Company's registrars, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and in any event, so as to be valid, to arrive before 3.00 p.m. on 16 November 2016. Submission of the Form of Proxy does not affect your ability to attend the General Meeting and vote in person, if you wish.

  4. Board Recommendation

The Board considers that the Resolutions are in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions, as each Director intends to do in respect of his own direct holdings of Ordinary Shares, which in aggregate represent 28.82% of the Ordinary Shares in issue as at the date of this document.

Yours faithfully

Adam Wilson

Chairman

Atlantic Coal plc published this content on 02 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 November 2016 22:19:10 UTC.

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