African Eagle Resources plc: Notice of AGM and Placing

NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA

AFRICAN EAGLE RESOURCES PLC
("African Eagle" or the "Company")

PLACING TO RAISE UP TO £8 MILLION
OPEN OFFER TO RAISE UP TO £4 MILLION
NOTICE OF GENERAL MEETING


Highlights of the Transactions:

* Commitments procured to subscribe for up to 200,000,000 new Ordinary Shares
at a price of 4 pence per share to raise gross proceeds of up to £8 million
before expenses and the issue of Placing Warrants to subscribe up to
100,000,000 new Ordinary Shares at 5.5 pence per share.

* Announcement of a non-underwritten Open Offer to Eligible Shareholders of up
to 100,000,000 new Ordinary Shares at 4 pence per share to raise gross
proceeds of up to £4 million.

* The Proceeds of the issue of Placing Shares to fund the technical definition
phase of the bankable feasibility study at Dutwa.

* Notice is given of a General Meeting of shareholders to approve the
Resolutions necessary to give effect to the Placing and Open Offer.

For further information please contact:

African Eagle Resources Plc   +44 (0)207 248 6059
Trevor A. Moss

Canaccord Genuity Securities Limited   + 44 (0) 207 523 8000
(Nomad and Joint Broker)
Rob Collins
Andrew Chubb

Ocean Equities Limited (Joint Broker)   +44 (0) 207 786 4370
Guy Wilkes
Will Slack


This announcement has been issued by, and is the sole responsibility of, African
Eagle.  Ocean Equities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as Joint Broker in
connection with the Placing and Open Offer and will not be responsible to any
other person for providing the protections afforded to its customers nor for
providing advice in relation to the contents of this announcement or any other
transaction, arrangement or matter referred to herein. Canaccord Genuity
Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as Nomad and Joint-Broker in connection
with the Placing and Open Offer and will not be responsible to any other person
for providing the protections afforded to its customers nor for providing advice
in relation to the contents of this announcement or any other transaction,
arrangement or matter referred to herein.

IMPORTANT NOTICE

The information in this press release is not for release, publication or
distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or the Republic of South Africa.

The information in this press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of, the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would require preparation of further prospectuses or other
offer documentation, or be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.

The information in this press release does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United
States. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933 (the "Securities
Act"). The securities mentioned herein may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities in the United
States.

The information in this press release may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever. Any forwarding,
distribution, reproduction, or disclosure of this information in whole or in
part is unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other jurisdictions.

1.   Introduction

The Board of African Eagle Resources plc ("African Eagle", or the "Company")
today announces its intention to raise (i) up to £8 million (before expenses) by
way of a conditional placing of 200,000,000 Placing Shares at the Placing Price
and the issue of Placing Warrants over 100,000,000 new Ordinary Shares
exercisable at 5.5 pence per share; and (ii) up to £4 million (before expenses)
by way of an open offer made to Eligible Shareholders of up to 100,000,000 Open
Offer Shares at the Placing Price. The Placing will be subject to a minimum
amount raised of £6.9 million. Neither the Placing nor the Open Offer are
underwritten.

The Company intends to use the proceeds raised by the Placing and the Open Offer
to contribute towards the funding of the BFS at the Company's Dutwa nickel
project in Tanzania ("Dutwa Project").

The Placing and the Open Offer are conditional upon, inter alia, the passing by
Shareholders of the Resolutions at the Company's General Meeting to be convened
for 11:00 a.m. on 24 April 2012 and Admission.  The Placing and the Open Offer
are also conditional on the Placing Agreement between the Company, the
Directors, Canaccord and Ocean becoming unconditional and not being terminated
in accordance with its terms.   Applications will be made to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on AIM and to the
JSE for the New Ordinary Shares to be admitted to trading on AltX.   It is
anticipated that, subject to (amongst other things) passing of the Resolutions,
Admission will take place and dealings in the New Ordinary Shares will commence
on AIM at 8:00 a.m. on 26 April 2012 and on AltX at 9.00 a.m. on 26 April 2012.
  The Placing Warrants will not be listed or admitted to trading on AIM, AltX or
any other investment exchange.

Further details of the Placing and the Open Offer are set out below.

The following Directors intend to participate in the Placing: Trevor Moss, Mark
Parker, Christopher Pointon and Andrew Robertson for
1,187,500, 750,000, 750,000 and 182,500 Placing Shares respectively on exactly
the same terms as the other investors.

Julian McIntyre, a non-executive Director, is interested in 46,030,761 Ordinary
Shares through the shareholding of his family's trust company, Allard. Allard
intends to participate in the Placing by subscribing for 32,500,000 Placing
Shares.

Geoffrey Cooper, who was a non-executive Director, resigned from the Board with
immediate effect on 4 April 2012.  Additionally, certain of the Directors, being
Euan Worthington, Mark Parker and Christopher Davies will resign from the Board
at the General Meeting.  Following this, the Board will comprise Dr Christopher
Pointon, Don Newport and Julian McIntyre as non-executive Directors and Trevor
Moss and Andrew Robertson as executive Directors. The interim Chairman of the
Company will be Dr. Christopher Pointon.

2.   Background to the Placing and the Open Offer
Since December 2008, African Eagle's strategic focus has been on the development
of the Dutwa Project, located about 25 kilometres south of Lake Victoria and
110 kilometres east of Mwanza. The Dutwa Project, discovered in June 2008,
consists of two deposits (the Wamangola and Ngasamo deposits) within blankets of
laterite and weathered and oxidized rock on the tops of low hills.  The Ngasamo
deposit is approximately 6km west of the Wamangola deposit.

The Dutwa Project has a JORC resource of 98.6 million tonnes at 0.93% Ni
reported using a 0.43% Ni metal equivalent cut-off[1].  The Wamangola deposit
contains 60.3 million tonnes comprising a 46.2 million tonne Indicated Resource
at 0.93% Ni and a 14.1 million tonne Inferred Resource at 0.82% Ni.  The Ngasamo
deposit contains 38.2 million tonnes at 0.97% Ni.  The Dutwa Project offers
mining from two hilltop deposits and straightforward low consumption atmospheric
acid leaching, leading to strong economics.

The Company currently holds a 90% interest in the Wamangola deposit, with an
option to acquire up to 100%.

Additionally, the Company currently holds a 35 per cent. interest in the
prospecting licence for the Ngasamo deposit. The prospecting licence is held by
PMRCL. Safina a.s, via a wholly owned subsidiary, holds a majority of PMRCL's
issued share capital. The Company has agreed principle commercial terms for an
option and joint venture agreement with Safina a.s. (the "Option and JV
Agreement Terms") under which the Company holds its current 35 per cent.
interest in PMRCL's rights to the licence covering the Ngasamo deposit. Under
the Option and JV Agreement Terms, the Company also has an option to increase
its interest in the licence covering the Ngasamo deposit up to a maximum of 75
per cent of the entire interest. In order to increase its interest from 35 per
cent. to 50 per cent., the Company must conduct and fully fund (at its sole
cost) all work required to promote the resource at the Ngasamo deposit to
Indicated category. This resource promotion work is currently underway and is
nearing completion. Subject to the Company successfully increasing its interest
in PMRCL's rights to the Ngasamo licence to 50 per cent., the Company may then
be able to increase its interest in PMRCL's licence to 75 per cent.. This would
involve, amongst other things, the Company funding the inclusion of the Ngasamo
deposit in the BFS. Depending on whether Safina a.s. contributes to this funding
and the level of this contribution, the Company's interest in the Ngasamo
deposit licence could increase to between 51 per cent. and 75 per cent. of
PMRCL's interest.

Additionally, the Option and JV Agreement provides that following the completion
of the BFS, the interests in Wamangola and Ngasamo may be combined.  Safina a.s.
(through its subsidiary) would then become a participant (alongside the Group)
in the entire Dutwa Project  based on its ownership value in Ngasamo as a
proportion of the Dutwa Project taken as a whole.

African Eagle has begun work on the BFS, which will take place in two phases.
 The Company is aiming to complete the BFS around the end of 2012 and to publish
the study in early 2013. Dependent on the results of the BFS, the Company is
aiming to commence construction of the Dutwa mine during 2013 and the Directors
anticipate that first production may take place as early as late 2015.
 Production is expected to be around 27,000 tonnes per annum of nickel metal in
either a mixed sulphide or mixed hydroxide precipitate concentrate, using a
nominal plant throughput rate of 3 million tonnes per annum.

Key operational highlights

The following details the recent key operational highlights achieved by the
Company:

* subscription agreement for a 10% equity share in the Company signed with the
IFC, a member of the World Bank Group investing £3.1 million, as announced
on 4 January 2012;
* revision of the Board (as described below) at the end of 2011 and beginning
of 2012;
* drilling programme designed to extend the Wamangola JORC resource and to
upgrade the remaining portion it from Inferred to Indicated category
completed in February 2012;
* drilling programme designed to extend the Ngasamo JORC resource and to
upgrade it from Inferred to Indicated category completed in November 2011;
* appointment of Lycopodium Minerals Pty Ltd of Perth, Western Australia as
engineer to prepare the BFS;
* SGS Metallurgy of Perth, Western Australia selected to perform pilot-scale
hydrometallurgical testing in Perth;
* atmospheric tank leaching selected as the metallurgical process method to be
employed at Dutwa; and
* Aidan Schoonbee appointed as project manager for the BFS.
Corporate

The Company had a cash balance of approximately £4  million as at 12 March 2012.

The Company recently introduced changes at Board level through the appointment
of  Trevor Moss and Andrew Robertson as executive Directors and Dr Christopher
Pointon and Don Newport as non-executive Directors. Trevor Moss has extensive
experience of mine development, with his most recent success being the building
of Nevsun Resources' Bisha Project in Eritrea. Trevor led the team that was
responsible for the construction, project management, completion and successful
start up of the Bisha mine. Andrew Robertson has a wide range of operational
experience at senior finance levels in the mining, downstream chemicals, and
engineering sectors. He has extensive experience in fund raising.  Don Newport
and Christopher Pointon will provide additional expertise in support of the
development of the Dutwa Project and improve compliance with current best
practice in corporate governance.  Don previously led the global mining finance
department of Standard Bank, while Christopher had previously led BHP Billiton's
Stainless Steel Materials division.

Geoffrey Cooper, who was a non-executive Director, resigned from the Board with
immediate effect on 4 April 2012. Additionally, certain of the Directors, being
Euan Worthington, Mark Parker and Chris Davies, will resign from the Board with
effect from the General Meeting.

3.   Use of Proceeds of the Placing and Open Offer
The Company intends to use the proceeds of the Placing to fund the current phase
of the BFS, including:

a. further investigation of Dutwa's geology and upgrading resources from
Inferred to Indicated category at both Ngasamo and Wamangola;
b. geotechnical studies and pit optimisation;
c. drilling for bulk ore metallurgy samples for use in bench scale testwork
and pilot scale testwork; and
d. Process, infrastructure and technical engineering to investigate:
i. selection of a mixed hydroxide product or mixed sulphide product;
ii. two stage leach process;
iii. the potential for ore beneficiation; and
iv. results from process optimisations using pilot plant run
representing Dutwa plant operation for years 1 to 3.

The funds from the issue of the Placing Shares will, subject to Admission, raise
gross proceeds for the Company of up to £8 million which the Directors expect
will be sufficient to fund the current phase of the BFS through August 2012.
 Any funds raised from the Open Offer and exercise of the Placing Warrants will,
subject to Admission, and provided that all Open Offer Shares are subscribed for
and all Placing Warrants are exercised, raise gross proceeds for the Company of
up to £9.5 million which the Directors expect will be used to contribute to the
final phase of the BFS and for general working capital purposes.  However, there
is no guarantee that any of the Open Offer Shares will be subscribed for or any
of the Placing Warrants will be exercised.  In any event, even if all of the
Open Offer Shares are subscribed for under the Open Offer and all Placing
Warrants are exercised, further funding will still be required in due course to
complete the final phase of the BFS.

The final phase of the BFS is expected to include:

a. Pilot Plant run(s) representing operation for years 4 to 10 of the Dutwa
Project;
b. completion of limestone study;
c. completion of project logistics study;
d. financial and economic studies;
e. completion of environmental and social assessments; and
f. completion of the BFS.

In the event that Shareholders do not approve the Resolutions required to issue
shares for the Placing and Open Offer at the General Meeting, the Company would
need to seek alternative means of financing the BFS and to fund its working
capital needs. There can be no guarantee that such alternative sources of
funding will be found for either the current or final phases of the BFS.


4.   Principal Terms of the Placing
The Company proposes to raise gross proceeds of up to £8 million by the
allotment and issue of the Placing Shares at 4 pence per Placing Share pursuant
to the terms of the Placing Agreement.

Under the Placing Agreement, Ocean and Canaccord have, as the Company's agents,
conditionally agreed to use their respective reasonable endeavours to place the
Placing Shares and Placing Warrants with institutional investors.

The Placing is conditional, inter alia, upon:

(i)   the passing of the Resolutions;

(ii)        the Placing Agreement becoming unconditional, which includes a
requirement for Ocean and/or Canaccord to receive binding commitments from
placees to subscribe for a minimum number of 172,500,000 Placing Shares, and the
Placing Agreement not having been terminated in accordance with its terms; and

(iii)   Admission of the Placing Shares having become effective by not later
than 26 April 2012 or such later time and/or date as Canaccord and Ocean may in
their absolute discretion determine (but, in any event, not later than 4 May
2012).

If any of the conditions set out in the Placing Agreement are not satisfied or
waived (where possible), the Placing Shares and Placing Warrants will not be
issued under the Placing.  The Placing Shares, and once exercised any Ordinary
Shares issued pursuant to the Placing Warrants, will be issued fully paid and
will rank pari passu in all respects with the Existing Ordinary Shares, and will
rank in full for all dividends and other distributions declared, made or paid on
or after Admission in respect of the Ordinary Shares.

Applications will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM and to the JSE for the Placing Shares to be
admitted to trading on AltX.  It is expected that, subject to the passing of the
Resolutions, Admission will become effective and dealings in the Placing Shares
will commence on AIM at 8:00 a.m. on 26 April 2012 and on AltX at 9:00 a.m. on
26 April 2012.  The Placing Warrants will not be listed or admitted to trading
on AIM, AltX or any other investment exchange.

The Placing Shares represent an increase of 43.9 per cent. in the Company's
Existing Ordinary Shares. Following Admission, the Company will have
655,095,698 Ordinary Shares in issue (provided none of the Open Offer Shares
have been taken up and also provided that no options or warrants, including the
Placing Warrants, have been exercised), none of which are held in treasury.

The Placing Price represents a discount of approximately 40.75 per cent. to the
closing mid-market price of 5.68 pence per Existing Ordinary Share on 4 April
2012.

IFC is investing £1.3m in cash in the Placing on a fully independent basis and
on the same terms and conditions as the other investors in the Placing.  Solely
by virtue of its existing shareholding in the Company of 10 per cent., IFC's
investment constitutes a related party transaction for the purposes of Rule 13
of the AIM Rules for Companies.  In light of the above, the Directors consider,
having consulted with Canaccord (the Company's nominated advisor), that the
terms of IFC's participation in the Placing are fair and reasonable insofar as
the Shareholders are concerned.

In addition, Allard, a company of which Julian McIntyre (non-executive Director
of the Company) is interested is investing £1.3m in cash in the Placing on the
same terms and conditions as the other investors in the Placing.  By virtue of
Julian McIntyre's directorship in the Company this constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules for Companies.  The
Directors, other than Julian McIntyre, consider, having consulted with
Canaccord, that the terms of Allard's participation in the Placing are fair and
reasonable insofar as the Shareholders are concerned.


5.   Principal Terms of the Open Offer

The Company considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in the fundraising.
 Accordingly, the Company is proposing to raise up to approximately £4 million
(before expenses) by way of the Open Offer.

The Open Offer has been structured such that the maximum amount that can be
raised by the Company under the Open Offer will not exceed the sterling
equivalent of ?5 million. This maximum limit has been set to ensure that the
Company is not required to produce an approved prospectus pursuant to section
85 of FSMA. The issue of a prospectus would considerably increase the costs of
the fundraising and it would take much longer to complete, as any such
prospectus would require the prior approval of the UKLA. Based on a £:? exchange
rate of 0.83, this means that the maximum amount which can be raised under the
Open Offer is approximately £4,150,000.

On, and subject to the terms and conditions of the Open Offer, the Company
invites Eligible Shareholders, being only Shareholders who are resident in the
United Kingdom on the Ex Entitlement Date, to apply for their Basic Entitlement
of Open Offer Shares at the Placing Price. Each Eligible Shareholder's Basic
Entitlement has been calculated on the basis of 11 Open Offer Shares for every
50 Existing Ordinary Shares held at the Record Date.

Eligible Shareholders are also invited to apply for additional Open Offer Shares
in accordance with the Excess Entitlement. Any Open Offer Shares not issued to
an Eligible Shareholder pursuant to their Basic Entitlement will be apportioned
between those Eligible Shareholders who have applied for the Excess Entitlement
at the sole discretion of the Board, provided that no Eligible Shareholder shall
be required to subscribe for more Open Offer Shares than he or she has specified
on the Application Form or through CREST.

The Open Offer Shares have not been and are not intended to be registered or
qualified for sale in any jurisdiction other than the United Kingdom.
 Accordingly, unless otherwise determined by the Company and effected by the
Company in a lawful manner, the Application Form will not be sent to Existing
Shareholders with registered addresses in any jurisdiction other than the United
Kingdom since to do so would require compliance with the relevant securities
laws of that jurisdiction. Applications from any such person will be deemed to
be invalid. If an Application Form is received by any Shareholder whose
registered address is elsewhere but who is in fact a resident or domiciled in a
territory other than the United Kingdom, he/she should not seek to take up
his/her allocation.

The terms of the Open Offer are contained in Part III of the Circular which is
being sent to Shareholders containing details of the Placing and the Open Offer
and notice of the General Meeting.

6.   Circular and General Meeting

The Circular, containing details of the Placing and the Open Offer, is expected
to be posted to Shareholders on 5 April 2012.  For the purposes of effecting the
Placing and the Open Offer, the Resolutions will be proposed at the General
Meeting.  At the end of the Circular, you will find a notice of the General
Meeting, which is to be held at the offices of Mayer Brown International LLP,
201 Bishopsgate, London EC2M 3AF at 11.00 a.m. on 24 April 2012.  The full text
of the Resolutions is set out in that notice.


APPENDIX I:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and/or date



Record Date for the Open Offer 5:00 p.m. on 2 April 2012


Publication and posting of the Circular, Application 5 April 2012
Form and Form of Proxy


Ex Entitlement Date 5 April 2012


Open Offer Entitlements credited to stock accounts 10 April 2012
in CREST for Eligible Shareholders




Latest recommended time and date for requested 4:30p.m. on 18 April 2012
withdrawal of Open Offer Entitlements from CREST


Latest time and date for depositing Open Offer 3:00p.m. on 19 April 2012
Entitlements into CREST


Latest time for splitting Application Forms (to 3:00p.m. on 20 April 2012
satisfy bona fide market claims only)


Last time and date for receipt of Form of Proxy 11:00 a.m. on 22 April 2012


Latest time and date for receipt of Application Form 11:00a.m. on 24 April 2012
and payment in full under the Open Offer and
settlement of relevant CREST instructions


General Meeting 11:00a.m. on 24April 2012


Announcement of results of the General Meeting 25 April 2012


Announcement of results of the Placing and Open 26 April 2012
Offer

Admission and dealings in the New Ordinary Shares to 26 April 2012
commence on AIM


CREST accounts credited with New Ordinary Shares 26 April 2012


Admission and dealings in the New Ordinary Shares to 26 April 2012
commence on AltX


Definitive share certificates for the New Ordinary 5 May 2012
Shares to be dispatched (if appropriate) by

If any of the details contained in the timetable above should change, the
revised time and dates will be notified to Shareholders by means of a Regulatory
Information Service (as defined in the AIM Rules) announcement. All events
listed in the above timetable following the General Meeting are conditional on
the passing of the Resolutions at the General Meeting and assume that the
General Meeting is not adjourned. In this announcement, all references to times
and dates are to those observed in London, United Kingdom.

APPENDIX II:


DEFINITIONS

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

"Act"        the Companies Act 2006 (as amended)

"Admission"        AIM Admission and AltX Admission, as the case may         be

"African Eagle" or "Company"        African Eagle Resources plc, a company
registered in England and Wales with company number 3912362

"AIM"        the market of that name operated by the London Stock
Exchange

"AIM Admission"        the admission of the New Ordinary Shares to trading on
AIM becoming effective in accordance with the AIM Rules

"AIM Rules"        the AIM Rules for Companies governing the admission to and
operation of AIM published by the London Stock Exchange as amended from time to
time

"Allard"        Allard Services Limited, the family trust vehicle of Julian
McIntyre

"AltX"        the alternative exchange of the JSE

"AltX Admission"        the admission of the New Ordinary Shares to trading on
AltXbecoming effective in accordance with the rules governing the admission to
and operation of AltX published by the JSE in force from time to time

"Application Form"        the application form relating to the Open Offer and
enclosed with the Circular for use by Eligible Shareholders

"Articles"        the articles of association of the Company (as amended from
time to time)

"Basic Entitlement"        entitlement to subscribe for Open Offer Shares,
allocated to an Eligible Shareholder pursuant to the Open Offer as described in
Part III of the Circular

"BFS"        the bankable feasibility study relating to the Dutwa Project, due
to be completed around the end of Q4 2012 and to be published in Q1 2013

"Board" or "the Directors"        the directors of the Company, as at the date
of the Circular.

"Canaccord"        Canaccord Genuity Securities Limited, a company incorporated
in England and Wales, with registered number 02814897, whose registered office
is at 7th Floor, Cardinal Place, 80 Victoria Street, London SW1E 5JL, the
Company's nominated adviser and joint broker

"Closing Date"        the date on which the Open Offer will close, being 11:00
a.m. on 24 April 2012 or such later time and date as the Directors and Joint
Brokers may agree

"Circular"         means the circular to be issued by the Company in connection
with the Placing and Open Offer and the General Meeting on or around 5 April
2012;

"City Code"        the City Code on Takeovers and Mergers

"CREST"        the relevant system (as defined in the Uncertified Securities
Regulations 2001 (SI 2001 No 3875)) for the paperless settlement of trades and
the holding of uncertificated securities, operated by Euroclear UK & Ireland
Limited, in accordance with the same regulations


"Enlarged Share Capital"        the issued Ordinary Share capital of the Company
immediately following Admission comprising the Existing Ordinary Shares and the
New Ordinary Shares assuming full subscription under the Open Offer and the
Placing and assuming full exercise of all options and warrants including the
Placing Warrants



"Eligible CREST Shareholders"        Eligible Shareholders whose Existing
Ordinary Shares are held in uncertified form


"Eligible Non-CREST        Eligible Shareholders whose Existing Ordinary
Shareholders"        Shares are held in certificated form

"Eligible Shareholders"        Shareholders on the Ex-Entitlement Date that are
not resident in a Restricted Jurisdiction.

"Ex-Entitlement Date"        the date on which the Ordinary Shares are marked ex
for entitlement under the Open Offer, being 5 April 2012.

"Excess Entitlement"        Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the total number of Open Offer Shares,
allocated to an Eligible Shareholder pursuant to the Open Offer as described in
Part III of the Circular

"Existing Ordinary Shares"        the 455,095,698 Ordinary Shares in issue as at
the date of this announcement being the entire issued share capital of the
Company prior to the Placing and the Open Offer

"Form of Proxy"        the form of proxy for use in connection with the General
Meeting

"FSA"        the Financial Services Authority of the UK

"FSMA"        the Financial Services and Markets Act 2000 (as         amended)

"General Meeting"        the general meeting of the Company convened for 11.00
a.m. on 24 April 2012 (or any adjournment thereof), notice of which is set out
in the Circular

"Group"        together the Company and its subsidiary undertakings

"IFC"        International Financial Corporation, an international organization
established by agreement among its member countries and having an office at
2121 Pennsylvania Avenue N.W., Washington, District of Columbia 20433, U.S.A.

"Johannesburg Stock Exchange         JSE Limited, a company duly registered and
           or "JSE"        incorporated with limited liability under the
  company laws of the Republic of South Africa under   registration number
2005/022939/06, licensed as an   exchange under the Securities Services Act 2004
"London Stock Exchange"        London Stock Exchange plc

"New Ordinary Shares"        the Placing Shares and the Open Offer Shares

"Ni"        Nickel

"Notice of General Meeting"        the notice of the General Meeting set out at
the end of         the Circular

"Ocean"        Ocean Equities Limited, a company registered in England and Wales
with company number 3994976 whose registered office is at 3 Copthall Avenue,
London, EC2R 7BH

"Offer Period"        the period starting on 5 April 2012 and ending on the
    Closing Date

"Open Offer"        the offer to Eligible Shareholders, constituting an
invitation to apply for the Open Offer Shares on the terms and subject to the
conditions set out in the Circular and, in the case of Eligible Non-CREST
Shareholders, in the Application Form.

"Open Offer Entitlements"        entitlements to subscribe for shares pursuant
to the Basic Entitlement and Excess Entitlement

"Open Offer Shares"        up to 100,000,000 new Ordinary Shares to be issued
pursuant to the Open Offer

"Ordinary Shares"        ordinary shares of one pence each in the capital of the
Company having the rights and being subject to the restrictions contained in the
Articles

"Placing"        the conditional non pre-emptive placing undertaken by Canaccord
and Ocean as agents for the Company of the Placing Shares at the Placing Price
and the Placing Warrants with institutional investors pursuant to the terms of
the Placing Agreement

"Placing Agreement"        the placing agreement dated 4 April 2012 between (1)
the Company (2) the Directors (3) Canaccord and (4) Ocean providing for, inter
alia, the Placing and Admission

"Placing Price"        4 pence per Ordinary Share

"Placing Shares"        up to 200,000,000 new Ordinary Shares which have been
conditionally placed with institutional investors pursuant to the Placing and
subject to the terms and conditions in the Placing Agreement

"Placing Warrant"        means the warrants over up to 100,000,000 new Ordinary
Shares to be issued to institutional investors and which are exercisable up to a
year after the date of Admission at 5.5 pence per share pursuant to the placing
and subject to the terms and conditions in the Placing Agreement

"PMRCL"        Precious Metals Refinery Company Limited, the holder of the
licence relating to the Ngasano deposit.

"Prospectus Rules"        the rules made by the Financial Services Authority
pursuant to sections 73A(1) and (4) of FSMA

"Record Date"        5:00p.m. on 2 April 2012

"Resolutions"        the resolutions to be proposed at the General Meeting as
set out in the Notice of General Meeting

"Restricted Jurisdiction"        any jurisdiction except the UK. Jurisdictions
outside the UK include, but are not limited, to Australia, Spain, Guernsey,
Guatemala, Croatia, Isle of Man, Jersey, Holland, Thailand, The United Republic
of Tanzania and the Republic of South Africa.

"Shareholders"        registered holders of Ordinary Shares

"UK"        the United Kingdom of Great Britain and Northern         Ireland

"UKLA"        the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of FSMA

A reference to £ is to pounds sterling, being the lawful currency of the UK.

A reference to US$ is to United States of America (USA) dollars, being the
lawful currency of the USA.

A reference to ? or Euro is to the lawful currency of the Euro area .


[1] Ni metal equivalent takes into account the recovery and metal price
relationship between the nickel and cobalt metals contained in the ore to define
all payable metal content in the form of Ni.





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originality of the information contained therein.

Source: African Eagle Resources PLC via Thomson Reuters ONE
[HUG#1600435]


Unternehmen: African Eagle Resources PLC - ISIN: GB0003394813