Circular 2012

The Circular contains notice of a General Meeting of the Company to be held on 24 April 2012 at 11:00 a.m. at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF.

The Circular and related Form of Proxy has been sent by mail to each shareholder's address of record in the shareholders register on 2 April 2012. If you hold any of your shares in African Eagle Resources plc through a nominee, then the Circular and Form of Proxy will have been sent to your nominee and you must contact your nominee in order to vote at the General Meeting.

If you are an Eligible Shareholder (i.e. a UK resident only) and wish to apply for Open Offer Shares under the Open Offer you should follow the procedure set out in Part III of the Circular and, if you are an Eligible non-CREST Shareholders, complete and return the accompanying Application Form. Eligible CREST Shareholders (who will not receive an Application Form) will receive instead a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements which will be enabled for settlement on 10 April 2012.

Applications under the Open Offer may only be made by the Eligible Shareholders originally entitled or by persons becoming so entitled, by virtue of a bona fide market claim arising out of the sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares are marked ‘ex’ the entitlement by the London Stock Exchange.

All enquiries in connection with the procedure for application and completion of the Application Form should be addressed to the Receiving Agent, Capita Registrars, Corporate Actions, The Registry 34 Beckenham Road, Beckenham, Kent, BR3 4TU or you can contact the Receiving Agent on 0871 664 0321 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider‘s network extras. Those calling from outside the United Kingdom should call +44 208 639 3399. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

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