13 April 2016

BLENHEIM NATURAL RESOURCES PLC

("Blenheim" or "the Company")

Notice of general meeting, proposed amendment to the investing policy and deferred share buy back

Blenheim announces that a circular (the "Circular") has been posted to shareholders which provides notice of a general meeting (the "General Meeting") to seek shareholder approval in respect of certain proposals relating to the Company.

The General Meeting will be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU on 29 April 2016 at 12 noon.

The proposed resolutions relate, inter alia, to amending the Company's existing investing policy, buying back and cancelling all of the deferred shares, approving the issue and allotment of the options and warrants that were originally announced 16 December 2015, and increasing the directors' authorities to allot shares.  Further details of the proposals are set out below.

A copy of the circular will be available shortly on the Company's website: http://www.blenheimnaturalresources.com/

 For further information please contact:

Summary of the proposed amendment to the Company's existing investment policy

On 3 February 2012, the Company's shareholders voted to approve the sale of the Company's coffee business and for it to become an investing company. The investing policy approved by shareholders comprised investments in natural resource companies including both agriculturally based businesses as well as mining and mineral exploration companies. On 15 March 2013, shareholders passed a resolution to extend the Company's investing policy, to include unquoted businesses, and to narrow its focus to mineral exploration, mining and extraction thereby excluding agribusinesses. This move away from agribusiness reflected the relative strength of the natural resource sector at the time and the preferences of certain substantial Shareholders.

In light of current market conditions and recognising the sector expertise of the current Board, the Company believes it is in the best interests of Shareholders to expand and diversify its investment portfolio by allowing the Company to make investments, once again, in agribusinesses, as well as to make clear that the Company will be able to include, within its natural resources portfolio, investment in natural resources sector related technology. The Company intends to continue with its approach of appointing non-executive directors to the boards of investee companies, in order to assist with their development to achieve increases in shareholder value. Therefore, depending on the nature of the individual investment, the Company may take either an active or passive role as an investor.

The Company's proposed amended investing policy in full is set out at the foot of this announcement.

The proposed deferred share buy back

The deferred shares of £49 each in the capital of the company ("Deferred Shares") were issued on or around 15 October 2010 as a consequence of a share consolidation exercise at that time, prior to Blenheim becoming an investing company. The Deferred Shares carry no voting rights and have no economic value. The Board can see no reason for the Deferred Shares to remain on the Company's balance sheet. Accordingly, the Board deem it appropriate, from an administrative perspective, to effect a share buyback so as to more transparently represent the capital structure of Blenheim. If the applicable resolution, to buy back and cancel the Deferred Shares, for a total aggregate consideration of £1 is passed at the General Meeting, the carrying value of issued capital of £1,165,710 in respect of these Deferred Shares will be credited to the brought forward balance of reserves in the audited accounts as at 30 April 2017. 

In order to facilitate the share buyback before 31 December 2016, the Board is seeking the authority of shareholders to enable the Company to purchase all of the Deferred Shares in accordance with the Companies Act 2006 and on the terms on which the Deferred Shares were issued. The terms of this authority are set out in full in Resolution 4 in the Circular. If Resolution 4 is passed, further details of a new issue of shares to fund the buyback consideration of £1 will be announced in due course.

Grant of warrants, options and authority to issue shares

In connection with the placing announced on 16 December 2015, the Company agreed to issue warrants to Cornhill Capital Limited (the "Cornhill Warrants"), the Company's joint broker, which will, on issue, be exercisable at any time until 10 December 2017.  Further details are set out in the announcement dated 16 December 2015.

At the General Meeting, the Company is seeking the requisite authorities to issue these warrants and the ordinary shares of £0.001 each ("Ordinary Shares") pursuant to the exercise of the Cornhill Warrants.

In connection with the appointment of Chris Cleverly as a Non-executive Director of Blenheim, announced on 16 December 2015, it was agreed that Mr Cleverly would be granted, subject to shareholder consent to the disapplication of pre-emption rights, the following options over Ordinary Shares ("Cleverly Options"):

1.            options to subscribe for 12.5 million Ordinary Shares, if and when the share price of the Company reaches £0.016 per Ordinary Share as determined by calculating the volume average weighted price over a 7 day period. The exercise price will be £0.016 per Ordinary Share and the exercise period will be for one year from the date of grant; and

2.            options to subscribe for further 25 million Ordinary Shares, if and when the share price of the Company reaches  £0.024 per Ordinary Share as determined by calculating the volume average weighted price over a 7 day period. The exercise price will be £0.024 per Ordinary Share and the exercise period will be for two years from the date of grant.

The Company is seeking the requisite authorities to issue the Cleverly Options and to issue Ordinary Shares pursuant to the exercise of the same under Resolutions 2 and 3 at the General Meeting.

The Company is also seeking the requisite authorities to issue Ordinary Shares or to grant the right to be issued with Ordinary Shares on a non-pre-emptive basis up to an aggregate nominal amount equal to the nominal amount of the current issued share capital in order to raise funds to enable the Company to make further investments in accordance with its proposed amended investing policy.

Recommendation

The Directors consider the adoption of the amended investing policy and proposed Deferred Share buyback to be in the best interests of the Company and shareholders as a whole, and accordingly unanimously recommend shareholders to vote in favour of the resolutions to be proposed at the General Meeting. The directors intend to vote in favour of the resolutions in respect of their beneficial holdings, which amount, in aggregate, to 25,615,000 Ordinary Shares, representing approximately 13.9% per cent of the issued Ordinary Share capital of the Company.

Proposed new investing policy

Set out below is the investing policy which would apply to the Company if shareholder approval is obtained at the General Meeting.

The Company will make direct and indirect investments in exploration and producing projects and assets in the natural resources sector, in technology associated with the natural resources sector, and in projects and assets in the farming, plantations and agribusiness sector.

In order to create value for shareholders, the Company will consider investment opportunities worldwide.  Investments may be either quoted or unquoted entities; may be made by direct acquisitions; and may be in companies, partnerships, joint ventures or direct or indirect interests in assets or projects. It is anticipated that the Company will not take majority interests in such companies and the Company does not intend to limit the total number of investments that it will hold at any one time. The Company intends to be a medium to long-term investor, but will not rule out the acquisition and disposal of assets in the short term if the Directors determine this to be in the best interests of the shareholders.

The Company will seek to identify and appraise investment targets which the Directors believe to be undervalued, underdeveloped or underperforming or which the Directors believe will have the potential to develop new and/or disruptive technology. Where appropriate, the Company will seek to appoint non-executive directors to the boards of investee companies to assist with their development. Depending on the nature of the Company's individual investments, the Company may be both a passive or an active investor. The Company intends to deliver shareholder returns principally through capital growth rather than distributions via dividends.

The Company will continue to seek to mitigate its risk by undertaking appropriate due diligence and transaction analysis which will include appropriately qualified advisers, when required. The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. The Company will not have a separate investment manager.

The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required. Therefore, in due course it is the intention of the Directors to expand the capital base of the Company to enable a more active pursuit of this policy, most likely through a placing of shares. Where the Board considers that it is in the best interests of shareholders, the Company may seek to acquire assets using its own share capital as consideration, thereby helping to preserve the Company's cash resources for working capital, and as a reserve against unforeseen contingencies. The Company will also be permitted to borrow to fund part of the cost of investments made. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets.

Initially, the portfolio will be concentrated but as the Company grows and develops, the Directors intend that within five years from the date of adoption of this investing policy, no investment should account for more than 20 per cent of the total value of the portfolio.  Any transaction constituting a reverse takeover under the AIM Rules for Companies, will require shareholder approval.

Given the nature of the investing policy, the Company does not intend to make regular periodic disclosures or calculations of its net asset value.