Bellzone Mining : announces Placing to raise approximately £1.35 million (net)

32e9cb99-c7eb-446d-8e2b-cd8d6e850b77.pdf NOT FOR ISSUE, RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.

15 January 2016

Bellzone Mining plc

Bellzone announces Placing to raise approximately £1.35 million (net)

Bellzone Mining plc ("Bellzone" or the "Company") (AIM: BZM) announces a non-pre-emptive placing to raise approximately £1.35 million (net) (the "Placing") through the issue of 339,198,000 new ordinary shares of no par value at a price of 0.398113 pence per share (the "Placing Shares") with Hudson Global Group Ltd ("Hudson"), pursuant to which Hudson will either procure (as agent for the Company) placees for the Placing Shares or subscribe itself for the Placing Shares.

The proceeds of the Placing are expected to provide Bellzone with sufficient funds to finance feasibility study work on the proposed Kalia North West Nickel Project.

The Placing

The Placing is subject to the terms and conditions set out in the Appendix. The price per ordinary share at which the Placing Shares are to be placed (the "Placing Price") will be 0.398113 pence per share, representing a discount of approximately 20% to the closing mid-price of the Company's shares of 0.50p on 14 January 2016, being the last day of trading prior to the announcement of the Placing.

As a result of the Placing, the total issued share capital of the Company will be 1,469,858,383 ordinary shares of no par value (the "Ordinary Shares"), of which 11,005,130 Ordinary Shares are held by the Company in treasury. Accordingly, the issued share capital of the Company for the purpose of calculating total voting rights will be 1,458,778,253 Ordinary Shares.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The existing Ordinary Shares are admitted to trading on the AIM Market ("AIM") of London Stock Exchange plc ("LSE"). Application will be made to the LSE for the Placing Shares to be admitted to trading on AIM and admission is expected to occur on or around 21 January 2016.

Under the AIM Rules, Hudson is a related party of Bellzone. The independent directors (being Michael Farrow, Simon Brickles and Antony Gardner-Hillman as directors who are independent of Hudson) of Bellzone consider, having consulted with Bellzone's Nominated Advisor, WH Ireland Limited ("WH Ireland"), that the terms of the Placing are fair and reasonable insofar as the shareholders of Bellzone are concerned.

The Appendix to this announcement (which forms a part of this announcement) sets out further information and the terms and conditions of the Placing.

Bellzone was on 23 June 2015 granted authority by its shareholders, pursuant to article 2.3 of its articles of association, to issue up to 339,198,000 new Ordinary Shares. The Placing Shares will be issued under this general mandate. The Placing is not subject to shareholders' approval.

Enquiries:

Bellzone Mining plc
Simon Edwards	[phone]
WH Ireland Limited
Nominated Advisor
James Joyce / James Bavister	[phone]
HD Capital Partners Limited
Broker
Paul Dudley / Philip Haydn-Slater	[phone]
Bell Pottinger
Financial Public and Investor Relations
Daniel Thole	[phone]

GENERAL

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

THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA.

WH Ireland is regulated in the United Kingdom by the Financial Conduct Authority. WH Ireland is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to their customers or for providing advice on the transactions or arrangements referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice in any jurisdiction.

In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in any jurisdiction including, without limitation, the United Kingdom, the United States, Canada, Australia, Hong Kong or Japan. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of the Placing Shares will be made in the United States.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Bellzone for the current or future financial years would necessarily match or exceed the historical published earnings per share of Bellzone.

The Directors of Bellzone are:

Michael Farrow, Non-Executive Chairman Julian Cheong, CFO and Acting CEO Simon Brickles, Non- Executive director

Antony Gardner-Hillman, Non-Executive director

APPENDIX

Further Information on the Placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN.

THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (2) IN THE UK FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR OTHERWISE ARE PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BELLZONE MINING PLC.

Hudson is deemed to have read and understood this Appendix in its entirety and to participate on the terms and conditions, acknowledgements and undertakings, contained in this Appendix. Any other Relevant Person choosing to participate in the Placing ("Placee") has to be proposed by Hudson and approved by Bellzone and has to enter into documentation containing certain terms and conditions, representation and warranties, acknowledgements and undertakings by no later than the time of subscribing for the Placing Shares.

This announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United Kingdom, the United States, Canada, Australia, Hong Kong or Japan. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful.

The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or other regulatory authority in the United States, nor have any of the foregoing

authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Hudson or WH Ireland that would permit an offer of such Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons to whose attention this announcement is drawn are required by the Company, Hudson and WH Ireland to inform themselves about and to observe any such restrictions.

In this Appendix, unless the context otherwise requires, "Placee" includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

Hudson has entered into a placing agreement dated 15 January 2016 (the "Placing Agreement") with the Company whereby Hudson has, on the terms and subject to the satisfaction of certain conditions set out therein, undertaken to either procure (as agent for the Company) Placees for the Placing Shares or to subscribe itself for the Placing Shares. If Hudson subscribes for all Placing Shares, its holding in the Company following the Placing will be 910,222,179 Ordinary Shares, representing 62.4% of the voting rights of the Company.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for listing and admission to trading

Application will be made to the LSE for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission and trading of the Placing Shares on AIM will take place at 8.00 a.m. on or around 21 January 2016.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

Hudson's obligations under the Placing Agreement are conditional on, inter alia:

1. save to the extent not materially adverse in the context of the Placing, the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and on the date of Admission by reference to the facts and circumstances from time to time subsisting; and

   
   

2. Admission occurring at 8.00 a.m. on or around 21 January 2016 (or such later time or date as the Company and Hudson may agree in writing);

   
   

3. there being no material breach by the Company of any of its obligations under the Placing Agreement or any applicable law or regulation in respect of the Placing; and

   
   

4. there not having occurred (i) the suspension of trading in securities of the Company by the London Stock Exchange on any exchange or over-the-counter market or the suspension of trading generally on the London Stock Exchange; or (ii) the withdrawal or refusal by the London Stock Exchange of the application of the Company for Admission.