GMA Resources Plc : Proposed amendments to the Loan Stock Instruments Class Meetings of Loan Stockholders

On 17 April 2012, the Company announced that it had completed the sale of its interest in ENOR, the operator of the Amesmessa Gold Mine in Algeria, to its then partner Sonatrach for a nominal consideration. In accordance with Rule 15 of the AIM Rules, the Company was then classified as an investing company and is required to make an acquisition that constitutes a reverse takeover or otherwise to have substantially implemented its investing policy by 17 April 2013, which is the date falling twelve months from the date of the disposal.

On 29 May 2012, the Company subsequently announced that it had signed a non-binding heads of terms with a third party to acquire a company which, if completed, would result in a reverse takeover under the AIM Rules. In conjunction with the heads of terms, the same parties have also signed a loan agreement under which the principal vendor has agreed to advance up to £400,000 on an unsecured basis to provide ongoing working capital for the Company to cover day-to-day costs and certain of the costs of the proposed Acquisition. Accordingly, the trading in the Ordinary Shares on AIM has been suspended pending publication of an Admission Document.

The Board is pleased to report that the Acquisition is progressing well and that the Directors are fully committed to completing the Acquisition as soon as possible. Whilst the Directors had believed that the Acquisition would take place before the end of this year, it is now clear that the process will take longer than was first expected. The Directors believe that it is now likely that the Acquisition will complete in the first quarter of 2013.

As at 30 June 2012, the Company had unaudited current liabilities of approximately £6.25 million and no assets. Furthermore, the maturity date of the Loan Stock is 31 December 2012. As it is unlikely that the Acquisition will have completed by this date and the Company will not have sufficient cash reserves to meet its payment obligations pursuant to the terms of the Loan Stock, it is proposed that the terms of the Loan Stock are amended as follows:

• the maturity date of the Loan Stock be extended from 31 December 2012 to 31 December 2013; and
• all interim interest payments be deferred until 31 December 2013, whereupon such interest payments that have accrued up to and including that date shall become immediately payable together with the outstanding principal amount.

The Loan Stock comprises £4,650,000 nominal of First Loan Stock and £1,190,000 nominal of Second Loan Stock.

The Directors have convened a Class Meeting of First Loan Stockholders which is to be held at the offices of SGH Martineau LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 7 December 2012 at 11.00 a.m. to consider and if thought fit to pass a Resolution to approve the variation of the terms of the First Loan Stock Instrument. The Resolution will be proposed as an extraordinary resolution and will require the approval of all of the First Loan Stockholders present or represented at the Class Meeting of First Loan Stockholders. The Resolution of the Class Meeting of First Loan Stockholders will also be conditional on the passing of the Resolution at the Class Meeting of the Second Loan Stockholders.

The Directors have also convened a Class Meeting of Second Loan Stockholders which is to be held at the offices of SGH Martineau LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 7 December 2012 at 11.05 a.m. (or, if later, immediately following the Class Meeting of First Loan Stockholders) to consider and if thought fit to pass a Resolution to approve the variation of the terms of the Second Loan Stock Instrument. The Resolution will be proposed as an extraordinary resolution and will require the approval of 75 per cent. of the Second Loan Stockholders present or represented at the Class Meeting of Second Loan Stockholders. The Resolution of the Class Meeting of Second Loan Stockholders will also be conditional on the passing of the Resolution at the Class Meeting of the First Loan Stockholders.

Loan Stockholders should be aware that it will have significant and material consequences to the Company's ability to carry on as a going concern, and therefore to complete the Acquisition, if the Resolutions to be proposed at the Class Meetings are not passed.

A circular addressed to the Loan Stockholders and containing the notices of the above Class Meetings will be posted later today and will be available on the Company's website www.gmaresources.co.uk.

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