NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement contains inside information regarding Aminex plc. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus (the "Prospectus") expected to be published by Aminex plc ("Aminex" or the "Company") on 11 July 2016 in connection with the admission of ordinary shares in the capital of the Company (the "Shares") to the Official Lists of the Irish Stock Exchange plc (Irish Stock Exchange") and the UK Listing Authority and to trading on the regulated market for listed securities of the Irish Stock Exchange and on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange"), ("Admission"). A copy of the Prospectus will, following publication, be available on the Company's website (www.aminex-plc.com). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. 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.

8 July 2016

Aminex PLC ("Aminex" or the "Company")

Placing and Open Offer

Placing to raise Stg£16.9m (US$22m) and proposed Open Offer to raise up to Stg£2.6 million (US$3.4m)

Highlights

·      Proposed equity funding to raise up to approximately Stg£19.5m (US$25.4m) by the issue of up to approximately 1,499m New Ordinary Shares at Stg1.3p per New Ordinary Share (the "Issue Price")

·      Net proceeds of the fundraising to be used principally to finance the drilling of the Ntorya-2 appraisal well and the Ntorya-3 exploration well

·      Approximately 983.1m New Ordinary Shares to be issued through a cornerstone placing to raise gross proceeds of approximately Stg£12.8m and approximately 318.9m New Ordinary Shares to be issued through an institutional placing by Shore Capital (bookrunner) and Davy to raise gross proceeds of approximately Stg£4.1m

·      Intention to conduct a non-underwritten Open Offer to raise proceeds of up to approximately Stg£2.6m (US$3.4m) through the issue of up to approximately 197.6 m New Ordinary Shares

·      The Cornerstone investor, Eclipse Investments LLC, wholly-owned by members of the Al Zubair family, who in turn own 100% of The Zubair Corporation LLC

Jay Bhattacherjee, Chief Executive Officer of Aminex, commented:  "We are very pleased to announce this agreement with the Zubair Corporation.  Zubair is a long-established international group and one of Oman's most significant and reputable companies.  It has existing interests throughout Middle East and Africa, including Tanzania, in a variety of industries. With such a cornerstone investor together with the anticipated proceeds from the fundraising and the cash flow from Kiliwani production, Aminex will be well placed to build on its drilling success in the Ruvuma Basin of Tanzania and to realise the potential from the exciting Ntorya-2 and Ntorya-3 wells."

Ola Fjeld, COO ARA Petroleum (a division of The Zubair Corporation LLC) said:  "We have known the Aminex management for some time now and believe that Aminex, with our support, can be rapidly built into a much larger oil and gas entity, in Tanzania and elsewhere.  We are very pleased and excited to be associated with Aminex's management and its attractive asset portfolio. We will work closely with them to move the company forward."

Proposed capital raise

The Board of Aminex is pleased to announce that it has agreed the terms of a placing of 318,934,907 New Ordinary Shares at the Issue Price (the "Placing Shares") to raise gross proceeds of approximately Stg£4.1 m (c. US$5.4 m) (collectively the "Placing") and the terms of a subscription by Eclipse Investments LLC (wholly-owned by members of the Al Zubair family, who in turn own 100% of The Zubair Corporation LLC) for 983,136,095 New Ordinary Shares at the Issue Price (the "Cornerstone Placing Shares") to raise gross proceeds of approximately Stg£12.8m (c. US$16.8 m) (collectively the "Cornerstone Placing").

The Board also announces its intention to provide an opportunity for Aminex shareholders to participate in the fundraising by way of a 1 for 10 Open Offer of 197,620,548 million New Ordinary Shares at a price of Stg1.3p each ("Open Offer Shares") to raise up to approximately an additional Stg£2.6m (c. US$3.3 m) (the "Open Offer") before expenses.   The Placing is not subject to clawback and the Cornerstone Placing Shares and the Placing Shares do not carry an entitlement to participate in the Open Offer.  Shareholders will be able to apply under the Open Offer for New Ordinary Shares in excess of their entitlements. To the extent that excess applications are received under the Open Offer, such applications will be scaled back pro rata such that funds raised from the Open Offer will not exceed approximately Stg£2.6 million.  Davy and Shore Capital have reserved the right to place any unsubscribed Open Offer Shares for the benefit of the Company at the Issue Price, for a period of up to 7 days following the closing date of the Open Offer.

Relative to the closing mid market price per Ordinary Share on the London Stock Exchange on 7 July 2016 (the last business date prior to this announcement) of Stg1.35p, the Issue Price represents a discount of approximately 3.7 per cent.

Completion of the Cornerstone Placing and the Placing are conditional, inter alia, on shareholder approval and on admission of the Cornerstone Placing Shares and the Placing Shares to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange by 5 August 2016.  The Open Offer, which is not underwritten, will be conditional, inter alia, on shareholder approval and upon the Cornerstone Placing and the Placing having become unconditional in all respects.

Resolutions to allow the Cornerstone Placing, the Placing and Open Offer (the "Capital Raise") to proceed will be put before Aminex shareholders at an extraordinary general meeting to be held at The Building Centre, 26 Store Street, London WC1E 7BT, United Kingdom at 11.00 am on Monday 2 August 2016 (the "EGM"). 

STRATEGY AND DEVELOPMENT

Aminex's intention is to develop as an independent exploration and production company, creating shareholder value by expanding and developing its portfolio of assets. With limited financial resources currently available to it, the Company is seeking to strengthen its financial position so as to progress development of its assets in Tanzania. The Company continues to seek partners to share production and development risk over its licences. The Company intends to pursue the following strategy in relation to its key assets and liabilities over the course of the next 18 months:

Tanzania

With two onshore gas discoveries, Kiliwani North-1 in the Kiliwani North Development Licence and Ntorya-1 in the Ntorya Appraisal Area, the Directors are seeking to fund further exploration and appraisal of the Company's onshore prospects and to take advantage of the implementation of a recently completed Tanzanian gas infrastructure project to commercialise its discoveries.

Ruvuma

Aminex and its partners through the processing and interpretation of seismic data have identified two drillable prospects in the Ntorya Appraisal Area. The first well, Ntorya-2, is a step out appraisal well from the Ntorya-1 discovery well, the locations are 1,500 metres apart. Aminex and its partners expect to spud the Ntorya-2 well in the second half of 2016 to satisfy appraisal drilling obligations and then to apply for a 25-year development licence subject to its success. The Ntorya-2 well and the second well (Ntorya-3), which is an exploration well, will be drilled in the main channel of the Ntorya Appraisal Area. Aminex has contracted a drilling contractor to prepare the well plan and manage the tendering process for the Ntorya-2 well. The Senergy (GB) Limited report dated May 2015 indicated a 60% chance of a commercial development for the Ntorya discovery. Conditional on the success of Ntorya-2 and Ntorya-3, the Director's will assess the appropriateness of testing the wells taking into consideration the Company's ability to prudently finance such capital expenditure at that time.

Under the terms of the Ruvuma PSA, Aminex and its partners are required to obtain any geological and geophysical surveys which they consider necessary and to drill four exploration wells by the end of the current extension period which is due to end on 8 December 2016 (two wells on the Mtwara Licence and two wells on the Lindi licence). In addition, Aminex and its partner were required to drill one appraisal well on the Ntorya Appraisal Area by June 2016. Aminex has therefore applied for a one-year extension to the Mtwara Licence to enable the appraisal work programme to be completed. The one year extension has been approved by TPDC and the Company is awaiting formal approval and signature by the Minister of Energy & Mines. Furthermore, the Company has completed discussions with the TPDC with regards to transferring the drilling obligations in the northern Lindi Licence into the southern Mtwara Licence, which includes the appraisal area for the Ntorya discovery. With the support of the TPDC, the transfer of the Lindi drilling obligations to the Mtwara licence area is also being processed for approval and signature by the Minister of Energy & Mines. The Directors confirm that, other than Ntorya-2 and Ntorya-3, the Company will not undertake the spudding of any exploration wells within the 12-month period from the date of this Prospectus unless alternative additional financing is secured.

Nyuni Area

The Nyuni Area PSA was awarded in late 2011 for an eleven-year period and replaced the Nyuni/East Songo- Songo PSA after it had expired, with all obligations met and a commercial discovery established. Aminex has drilled, as operator, four exploration wells in the Nyuni Area, including the Kiliwani North gas discovery which is now the subject of a separate development licence and currently in production.

A review of the Nyuni Area PSA has refocused efforts on the highly prospective deep water sector as a result of which the TPDC agreed to defer a drilling commitment for two exploration wells into the first extension period which ends in October 2019. Aminex has submitted a relinquishment plan which should maintain optionality through the retention of substantially all the deep water blocks while retaining key blocks on the continental shelf, including Nyuni and Fanjove Islands. The relinquishment plan is subject to approval by the TPDC and the Minister of Energy & Minerals.

The Company focus remains on projects which will deliver commercial gas in the near term. Aminex plans a 3D seismic programme of up to 700 km2 over the deep water sector of the licence, subject to approval by the Minister of Energy & Minerals for the extension of the licence, into the first extension period and monitors costs and the availability of an appropriate seismic vessel in the area to minimise mobilisation and demobilisation costs. With new interpreted seismic, Aminex would then seek partners to drill and develop any prospects identified.

Kiliwani North

The Gas Sales Agreement was entered into in January 2016 with an effective date of 31 December 2015.  Key aspects of the Gas Sales Agreement include: take or pay provisions (meaning TPDC purchase as much gas as can be delivered by the Kiliwani North-1 well), payment protection, transaction and payment currency in US dollars. The initial price of gas under the Gas Sales Agreement is set at US$3.00 per mmBTU and is indexed to the US urban CPI.

Senergy (GB) Limited ascribed contingent resources (2C) at Kiliwani North-1 of gross 28 billion cubic feet. With the Gas Sales Agreement now signed and Kiliwani North-1 in production, Aminex expects the resources will be upgraded to reserves in early 2017, this would be the first booked reserves for the Company in Tanzania. However, there is no certainty that 2P reserves would be the same as 2C contingent resources as net entitlement would need to be assessed as would the newly available production data.

During the first quarter of 2016, the Company and its partners undertook a series of well integrity tests prior to beginning production. Final well integrity testing was concluded in March 2016 and the Kiliwani North-1 well was put on production on 4 April 2016. Initial production is being used to test and commission the new Songo Songo processing plant and this will be followed by a final production test to determine optimal production rates. Once this rate has been determined, the Company will aim to produce at this rate for as long as possible prior to declining the well in a manner which will maximise the life of the reservoir.

CIRCULAR, GENERAL MEETING AND PROSPECTUS

The EGM will be held on 11.00 am on 2 August 2016 at The Building Centre, 26 Store Street, London WC1E 7BT, United Kingdom.  The purpose of the EGM is to consider and, if thought fit, to pass the resolutions necessary to authorise and carry out the Capital Raise.

A circular containing a notice of extraordinary general meeting will be sent to Shareholders today.  Shareholders should read the full text of the resolutions contained in the Notice of General Meeting in the Circular.  Copies of the Notice of General Meeting will be filed with the national storage mechanism and will be available for inspection at: http://www.morningstar.co.uk/uk/NSM and the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland.

The Prospectus is expected to be published on 11 July 2016 containing full details of how Shareholders can participate in the Open Offer. The Prospectus will be available to Shareholders on the Company's website (www.aminex-plc.com).  The Circular and the Prospectus should be read together as a whole.

EXPECTED TIMETABLE OF EVENTS

Each of the times and dates is subject to change without further notice. References to time of day are to London time (unless stated otherwise).

Notes:

(1)  The times and dates set out in the expected timetable of principal events above and mentioned in this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the Irish Stock Exchange, the UKLA, the London Stock Exchange, and, where appropriate, to Qualifying Shareholders by means of an announcement through a regulatory information service.

(2)  Shareholders should note that any Existing Ordinary Shares sold prior to the close of business on 8 July 2016, the last day on which the Existing Ordinary Shares trade with entitlement, will be sold to the purchaser with the right to receive Open Offer Entitlements.

(3)  References to times in this timetable are to Dublin times unless otherwise stated.

Application for Admission

Application will be made to the Irish Stock Exchange and to the UK Listing Authority for the New Ordinary Shares to be issued under the Capital Raise to be admitted to listing on the Official Lists and application will be made to the Irish Stock Exchange and the London Stock Exchange for admission of the New Ordinary Shares to trading on their respective main markets for listed securities. Subject to the conditions being satisfied, it is expected that admission will become effective and that dealings will commence in respect of the Cornerstone Placing Shares and Placing Shares on 3 August 2016 and the Open Offer Shares on 5 August 2016. 

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

In this Announcement, US dollar amounts referred to throughout this document have been translated from sterling to US dollars at a rate of Stg£1 : US$1.2988 and euro amounts referred to throughout this document have been translated from sterling to euro at a rate of €1 : Stg£0.8542.

Max Williams, Chief Financial Officer, (responsible for arranging the release of this announcement)

Defined terms used in this announcement have, save where otherwise stated, the same meaning as will be set out in the Prospectus.

- END -

This announcement has been issued by and is the sole responsibility of the Company.

J&E Davy (''Davy'') (each of which is regulated in Ireland by the Central Bank of Ireland) and Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited (together "Shore Capital", which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the matters described herein and for no one else and will not be responsible to any other person for providing the protection afforded to customers of Davy or Shore Capital respectively nor for providing advice in connection with this announcement. None of Davy, Shore Capital or any of their respective affiliates, their respective directors, officers, employees, agents, advisors have authorised the contents of, or any part of, this document.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of Davy or Shore Capital or any of their respective affiliates, their respective directors, officers, employees, agents, advisors or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the Cornerstone Placing, the Placing, the Open Offer or Admission and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, to the extent permitted by law, no liability whatsoever (including whether arising in tort, contract or otherwise) is accepted by Shore Capital or Davy or any of such persons' directors, officers, employees, agents, advisors or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this document or such information or opinions contained herein or otherwise arising in connection herewith.

Participation in the proposed Open Offer will not be available to shareholders resident in the United States, Australia, Canada, Switzerland, New Zealand, South Africa or Japan or any other jurisdiction where it would be unlawful to do so.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the New Ordinary Shares to be issued or sold in connection with the Cornerstone Placing and/or Placing and/or Open Offer.

This announcement does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Cornerstone Placing, the Placing or the Open Offer. A Prospectus relating to the Open Offer will be prepared and made available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. Any decision to invest in Aminex under the Open Offer must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.

This announcement contains certain "forward‐looking statements" regarding the belief or current expectations of the Group, the Directors and other members of its senior management about the Company's financial condition, results of operations and business and the transactions described in this announcement. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target". "goal", "would" or their negative variations or similar expressions identify forward‐looking statements.

Such forward‐looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions, speak only as at the date they are made and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward‐looking statements. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company will generate a particular rate of return. Each of Davy and Shore and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The offer of securities in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other jurisdiction in which such publication or distribution would be a violation of the relevant laws of such jurisdiction. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, New Zealand, South Africa or Switzerland or any other jurisdiction in which such offer or invitation would be a violation of the relevant laws of such jurisdiction. In particular, this announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein (the "Securities")  have not been and will not be registered under the US Securities Act of 1933, as amended ('the Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, 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 and in compliance with any relevant state securities laws. There will be no public offer of Securities in the United States.

The New Ordinary Shares are only suitable for investors who understand the potential risks of capital loss and that there may be limited liquidity in the New Ordinary Shares and Existing Ordinary Shares and who fully understand and are willing to assume the risks involved. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Open Offer. The value of Ordinary Shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom.  Potential investors should consult a professional adviser as to the suitability of ordinary shares for the person concerned. Past performance is no guide to future performance.

The distribution of this announcement may be restricted by law and the persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. No action has been taken that would permit the possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 The contents of this announcement are not to be construed as legal, financial or tax advice.  Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.