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GMA Circular

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GMA Circular Powered By Docstoc
					THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the action you should take, you should immediately consult your stockbroker, bank
manager, solicitor, accountant or other independent professional adviser authorised pursuant to the
Financial Services and Markets Act 2000 (or, if you are outside the United Kingdom, a person otherwise
duly qualified in your jurisdiction) who specialises in advising on the acquisition of shares and other
securities.
If you have sold or transferred all your Ordinary Shares, Loan Stock 2010 and/or Loan Stock 2011 in GMA
Resources plc, please pass this document, together with the accompanying Forms of Proxy, to the purchaser or
transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of Ordinary
Shares, Loan Stock 2010 and/or Loan Stock 2011 you should retain this document.



                               GMA Resources plc
                       (Registered in England and Wales with company number 4674237)

      Amendments to Loan Stock Instrument 2010 and Loan Stock Instrument 2011
            Subscription for 128,000,000 new Ordinary Shares at 1.25p per share
    Notices of Class Meetings of Loan Stockholders 2010 and Loan Stockholders 2011
                              Notice of Extraordinary General Meeting


Notice convening a Class Meeting of Loan Stockholders 2010 to be held at the offices of Sprecher Grier
Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 26 July 2010 at 10.00 a.m.
is set out at the end of this document. A blue A Form of Proxy accompanies this document. To be valid, the blue
A Forms of Proxy for use at the meeting must be completed and returned so as to be received at the offices of the
Company’s registrars, Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not
later than 10.00 a.m. on 24 July 2010. The completion and depositing of a blue A Form of Proxy will not preclude
Loan Stockholders 2010 from attending in person at the Class Meeting of Loan Stockholders 2010 should they
wish to do so.
Notice convening a Class Meeting of Loan Stockholders 2011 to be held at the offices of Sprecher Grier
Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 26 July 2010 at 10.10 a.m.
(or at such later time as the Class Meeting of Loan Stockholders 2010 convened for the same day shall have
concluded or been adjourned) is set out at the end of this document. A green B Form of Proxy accompanies this
document. To be valid, the green B Forms of Proxy for use at the meeting must be completed and returned so as
to be received at the offices of the Company’s registrars, Capita Registrars at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU not later than 10.10 a.m. on 24 July 2010. The completion and depositing of a green
B Form of Proxy will not preclude Loan Stockholders 2011 from attending in person at the Class Meeting of Loan
Stockholders 2011 should they wish to do so.
Notice convening an Extraordinary General Meeting of the Company to be held at the offices of Sprecher Grier
Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 26 July 2010 at 10.20 a.m.
(or at such later time as the Class Meeting of Loan Stockholders 2011 convened for the same day shall have
concluded or been adjourned) is set out at the end of this document. A white C Form of Proxy accompanies this
document. To be valid, the white C Forms of Proxy for use at the meeting must be completed and returned so as
to be received at the offices of the Company’s registrars, Capita Registrars at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU not later than 10.20 a.m. on 24 July 2010. The completion and depositing of a white
C Form of Proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General
Meeting should they wish to do so.
Copies of this document will be available free of charge during normal business hours on weekdays (excluding
Saturday, Sunday and public holidays) from the date hereof until 26 July 2010 from the Company’s registered
office. Copies will also be available from the Company’s website at www.gmaresources.co.uk.
                                            CONTENTS
Definitions                                                                                  3

Letter from the Chairman                                                                     5
Introduction                                                                                 5
Background to and reasons for the Subscription                                               5
Background to and reasons for the changes to the Loan Stock                                  7
Class Meeting of Loan Stockholders 2010                                                      7
Class Meeting of Loan Stockholder 2011                                                       7
Extraordinary General Meeting                                                                7
Action to be taken in respect of the Class Meetings                                          8
Action to be taken in respect of the Extraordinary General Meeting                           8
Recommendation                                                                               8

Notice of Class Meeting of Loan Stockholders 2010                                            9

Notice of Class Meeting of Loan Stockholders 2011                                           11

Notice of Extraordinary General Meeting                                                     13




               EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of blue A Form of Proxy             10.00 a.m. on 24 July 2010

Latest time and date for receipt of green B Form of Proxy            10.10 a.m. on 24 July 2010

Latest time and date for receipt of white C Form of Proxy            10.20 a.m. on 24 July 2010

Class Meeting of Loan Stockholders 2010                              10.00 a.m. on 26 July 2010

Class Meeting of Loan Stockholders 2011                              10.10 a.m. on 26 July 2010

Extraordinary General Meeting                                        10.20 a.m. on 26 July 2010




                                                      2
                                          DEFINITIONS
The following definitions apply throughout this document, unless the context otherwise requires:

“A Form of Proxy”                      the blue form of proxy for use at the Class Meeting of Loan
                                       Stockholders 2010;

“AIM”                                  the market of that name operated by the London Stock Exchange
                                       plc

“B Form of Proxy”                      the green form of proxy for use at the Class Meeting of Loan
                                       Stockholders 2011;

“Board” or “Directors”                 the directors of the Company whose names are set out on page 5 of
                                       this document

“C Form of Proxy”                      the white form of proxy for use at the Extraordinary General
                                       Meeting;

“CIL”                                  carbon in leach

“Class Meeting of Loan                 the class meeting of Loan Stockholders 2010 to be held at
Stockholders 2010”                     10.00 a.m. on 26 July 2010, notice of which is set out at the end of
                                       this document

“Class Meeting of Loan                 the class meeting of Loan Stockholders 2011 to be held at
Stockholders 2011”                     10.10 a.m. on 26 July 2010 (or, if later, immediately following the
                                       Class Meeting of Loan Stockholders 2010 convened for the same
                                       day), notice of which is set out at the end of this document

“Class Meetings”                       together, the Class Meeting of Loan Stockholders 2010 and the
                                       Class Meeting of Loan Stockholders 2011

“Companies Act”                        the Companies Act 2006 including any modification or re-
                                       enactment thereof for the time being in force

“Company”                              GMA Resources plc, a company incorporated and registered in
                                       England and Wales with company number 04674237, the registered
                                       office of which is One America Square, Crosswall, London,
                                       EC3N 2SG

“Extraordinary General Meeting”        the extraordinary general meeting of the Company to be held at
or “EGM”                               10.20 a.m. on 26 July 2010 (or, if later, immediately following the
                                       Class Meeting of Loan Stockholders 2011 convened for the same
                                       day), notice of which is set out at the end of this document

“Forms of Proxy”                       the A Form of Proxy for use at the Class Meeting of Loan
                                       Stockholders 2010, the B Form of Proxy for use at the Class
                                       Meeting of Loan Stockholders 2011 and the C Form of Proxy for
                                       use by the Shareholders at the Extraordinary General Meeting,
                                       which are enclosed with this document

“Ken Crichton”                         Kenneth Ronald Crichton, the Interim Chief Executive Officer of
                                       the Company

“Ken Crichton Subscription             the conditional agreement dated 30 June 2010 between the
Agreement”                             Company and Ken Crichton

“Loan Stock 2010”                      the 10% unsecured convertible loan stock 2010 constituted by the
                                       Loan Stock Instrument 2010


                                                    3
“Loan Stock 2011”                 the 15% unsecured convertible loan stock 2011 constituted by the
                                  Loan Stock Instrument 2011

“Loan Stock”                      the Loan Stock 2010 and the Loan Stock 2011

“Loan Stockholders 2010”          holders of Loan Stock 2010

“Loan Stockholders 2011”          holders of Loan Stock 2011

“Loan Stockholders”               together, the Loan Stockholders 2010 and the Loan Stockholders
                                  2011

“Loan Stock Instrument 2010”      the instrument by way of deed poll dated 25 May 2007 (as amended
                                  by extraordinary resolution dated 22 January 2009), duly executed
                                  by the Company

“Loan Stock Instrument 2011”      the instrument by way of deed poll dated 29 December 2008, duly
                                  executed by the Company

“Ordinary Shares”                 the ordinary shares of 1 penny each in the share capital of the
                                  Company

“Resolutions”                     the resolutions set out in the notices of Class Meetings and the
                                  notice of Extraordinary General Meeting

“Sahara”                          Sahara Gold Limited, a company incorporated and registered in the
                                  British Virgin Islands with company number 1446233, the
                                  registered office of which is Geneva Place, Waterfront Drive, P.O.
                                  Box 3469, Road Town, Tortola, British Virgin Islands and a fully-
                                  owned subsidiary of ASCOM Precious Metals Mining S.A.E.

“Sahara Subscription Agreement”   the conditional agreement dated 30 June 2010 between the
                                  Company and Sahara

“Shareholders”                    holders of Ordinary Shares

“Subscription”                    the conditional subscription by Sahara and Ken Crichton of the
                                  Subscription Shares at the Subscription Price on the terms of the
                                  Subscription Agreements

“Subscription Agreements”         together, the Ken Crichton Subscription Agreement and the Sahara
                                  Subscription Agreement

“Subscription Price”              1.25 pence per Subscription Share

“Subscription Shares”             the 128,000,000 new Ordinary Shares to be issued in connection
                                  with the Subscription




                                              4
                            LETTER FROM THE CHAIRMAN

                                   GMA Resources plc
                              (Registered in England and Wales No. 4674237)

Directors:                                                                                Registered Office:
David George Netherway (Non-executive Chairman)                                        One America Square
Kenneth Ronald Crichton (Interim Chief Executive Officer)                                       Crosswall
François Jean Gauthier (Non-executive Director)                                         London EC3N 2SG

                                                                                               30 June 2010

To the holders of Ordinary Shares and Loan Stockholders and for information purposes, to the holders of
options

Dear Shareholders and Loan Stockholders,

Introduction
I am writing to you to give you notice of an Extraordinary General Meeting of the Company, together with
a Class Meeting of Loan Stockholders 2010 and a Class Meeting of Loan Stockholders 2011, to be held at
the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N
2SG on 26 July 2010, formal notices of which are set out at the end of this document.

It was announced today that the Company had conditionally raised £1.6 million (before expenses) through
the subscription of new Ordinary Shares by Sahara and Ken Crichton. The Subscription is conditional, inter
alia, on the variation of certain terms of the Loan Stock which requires the passing of the resolutions to be
proposed at the Class Meetings and the Extraordinary General Meeting.

The Directors, by a letter dated 28 May 2010, have written to each Loan Stockholder regarding the proposed
changes to the terms of their respective Loan Stock. It is proposed that the maturity date of the Loan Stock
be deferred until 31 December 2012 and that all interim interest payments also be deferred until
31 December 2012, whereupon such interest payments that have accrued up to and including that date shall
become immediately payable together with the outstanding principal.

The purpose of this document is to explain the background to and reasons for the Subscription, the reasons
why the Directors wish to change the terms of the Loan Stock and to explain and convene the Class Meetings
and the Extraordinary General Meeting.

Background to and reasons for the Subscription
As stated in a trading update on 7 May 2010, the Company has all but exhausted its existing cash resources.
As result, the Company has been in discussions with potential investors to raise funds for its immediate
working capital requirements and to expand the Company’s CIL capability.

The Company announced today that it has entered into subscription agreements with Sahara, a wholly owned
subsidiary of ASCOM Precious Metals Mining S.A.E. which has agreed to subscribe or procure that a
member of its group subscribe for up to 120,000,000 new Ordinary Shares at 1.25 pence per share and Ken
Crichton the Company’s interim Chief Executive Officer of the Company and an employee of Ascom
Precious Metals Mining S.A.E., who has agreed to subscribe for 8,000,000 new Ordinary Shares at 1.25
pence per share.

The Subscription Shares will be issued in four separate tranches and will represent, in aggregate, 21.44 per
cent of the issued share capital of the Company as enlarged by the Subscription. The first tranche of the
Subscription Shares will be issued on or before 27 July 2010, raising £505,000 (before expenses) for the



                                                     5
Company. The aggregate subscription proceeds of £1.6 million (before expenses) will be used to meet the
Company’s working capital requirements for the next 12 months.

Subject to the satisfaction of the conditions detailed below the Subscription Shares will be subscribed and
issued in the following tranches and on the following dates, unless, in respect of the second, third and fourth
subscription dates only, Sahara or Ken Crichton elects to subscribe on an earlier date:

                                                                                  Number of       Subscription
Subscription Date                                                        Subscription Shares         Proceeds
27 July 2010                                                                      40,400,000          £505,000
21 October 2010                                                                   38,000,000          £475,000
21 January 2011                                                                   26,000,000          £325,000
21 April 2011                                                                     23,600,000          £295,000

The Subscription Agreements are conditional, inter alia, on the approval of the Resolutions (i) to be
proposed at the EGM to authorise the allotment of the Subscription Shares and (ii) to be proposed at the
Class Meetings to amend the terms of the Loan Stock, such that the maturity date of the Loan Stock be
deferred until 21 December 2012 along with all interim interest payments, whereupon all such interest
payments that have accrued up to and including that date shall become immediately payable. The majority
of Loan Stockholders have already signed letters confirming that they are, in principle, in agreement with
the proposals to vary the terms of the Loan Stock. The first and subsequent tranches of the Subscription will
also be conditional upon, inter alia, the Company confirming that the warranties in the Sahara Subscription
Agreement remain true and accurate, no material adverse change occurring in the financial or trading
position of the Company or its subsidiaries and the Tirek CIL plant commencing commercial operations by
1 September 2010.

The Sahara Subscription Agreement gives Sahara the right to appoint a director to the Board following
Admission of the first tranche of Subscription Shares and also a first right of refusal on any future equity
subscriptions in the Company up to the date eighteen months following the date of the Sahara Subscription
Agreement. In addition, Sahara has been granted anti-dilution rights whereby if the Company issues any
equity securities prior to 2 May 2011 at a price of less than 1.25 pence per share, the subscription price for
any subsequent tranches shall be reduced or further shares will be issued at nominal amount to maintain
Sahara’s shareholding percentages. The Company has also undertaken not to carry out certain prescribed
actions without first obtaining the prior written consent of Sahara including seeking authority under the
Companies Act to allot shares and dis-apply statutory pre-emption rights.

The Company has agreed to pay Sahara a commission of £75,000 which will be set off against the proceeds
of the first two tranches under the Sahara Subscription Agreement.

Following admission of the fourth and final tranche of the Subscription Shares, Sahara and Ken Crichton will
be interested in a total of 162,636,624 Ordinary Shares and 8,000,000 Ordinary Shares respectively,
representing 27.24 per cent. and 1.34 per cent. respectively of the Company’s issued voting share capital, as
enlarged by the Subscription.

The Subscription Shares will, following satisfaction of the conditions in the Subscription Agreements, be
allotted 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 on or after the date
of their allotment.

Application will be made to London Stock Exchange plc for the Subscription Shares to be admitted to
trading on AIM and it is expected that admission will become effective and that dealings will commence in
the Subscription Shares on 27 July 2010.

Shareholders and Loan Stockholders should be aware that if the Resolutions to be proposed at the
Class Meetings and the Extraordinary General Meeting are not passed, this will have significant and
material consequences to the Company’s ability to carry on as a going concern.




                                                       6
Background to and reasons for changes to the Loan Stock
It is a condition of the Subscription Agreements that the terms of the Loan Stock are amended as follows:

•     the maturity date of the Loan Stock be extended from 31 December 2010 and 31 December 2011
      respectively until 31 December 2012; and

•     all interim interest payments be deferred until 31 December 2012, whereupon such interest payments
      that have accrued up to and including that date shall become immediately payable together with the
      outstanding principal.

The proposed changes to the Loan Stock Instruments are set out in full in the notices convening the relevant
Class Meetings at the end of this document. For such changes to be effective, the resolution to be proposed
at the Class Meeting of Loan Stockholders 2010 requires the approval of all of the Loan Stockholders 2010
present or represented at the Class Meeting of Loan Stockholders 2010 and the resolution to be proposed at
the Class Meeting of Loan Stockholders 2011 requires 75 per cent. approval of Loan Stockholders 2011
present or represented at the Class Meeting of Loan Stockholders 2011.

Copies of the Loan Stock Instruments and a black-lined comparison document showing all of the proposed
changes are available for inspection during normal business hours at the registered office of the Company
until the date of the Class Meetings and EGM. Copies will also be available at the Class Meetings and the
EGM.

Class Meeting of Loan Stockholders 2010
You will find at the end of this document a notice convening the Class Meeting of Loan Stockholders 2010
which is to be held at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square,
Crosswall, London EC3N 2SG on 26 July 2010 at 10.00 a.m. to consider and if thought fit to pass a
Resolution to approve the variation of the terms of the Loan Stock Instrument 2010. The Resolution will be
proposed as an extraordinary resolution and will require the approval of all of the Loan Stockholders 2010
present or represented at the Class Meeting of Loan Stockholders 2010. The Resolution of the Class Meeting
of Loan Stockholders 2010 will also be conditional on the passing of all other Resolutions.

Class Meeting of Loan Stockholders 2011
You will find at the end of this document a notice convening the Class Meeting of Loan Stockholders 2011
which is to be held at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square,
Crosswall, London EC3N 2SG on 26 July 2010 at 10.10 a.m. (or, if later, immediately following the Class
Meeting of the Loan Stockholders 2010) to consider and if thought fit to pass a Resolution to approve the
variation of the terms of the Loan Stock Instrument 2011. The Resolution will be proposed as an
extraordinary resolution and will require the approval of 75 per cent. of the Loan Stockholders 2011 present
or represented at the Class Meeting of Loan Stockholders 2011. The Resolution of the Class Meeting of Loan
Stockholders 2011 will also be conditional on the passing of all other Resolutions.

Extraordinary General Meeting
You will find at the end of this document a notice convening the EGM to be held at the offices of Sprecher
Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 26 July 2010 at
10.20 a.m. (or, if later, immediately following the Class Meeting of Loan Stockholders 2011) to consider and
if thought fit pass Resolutions to:

(a)   authorise the Directors to allot shares or grant rights to subscribe for shares in the Company pursuant
      to section 551 of the Companies Act up to a maximum aggregate nominal amount of £1,280,000 in
      connection with the Subscription; and

(b)   authorise the Directors to allot equity securities pursuant to section 570 of the Companies Act for cash
      as if section 561(1) of the Companies Act did not apply and such allotment shall be limited to the
      allotment of the Subscription Shares pursuant to the Subscription.



                                                     7
The resolution set out at (a) above will be proposed as an ordinary resolution (and will therefore require the
approval of a majority of Shareholders voting in person or by proxy at the EGM) and the resolution set out
at (b) above will be proposed as a special resolution (and will therefore require the approval of not less than
75 per cent. of Shareholders voting in person or by proxy).

Action to be taken in respect of the Class Meetings
A blue A Form of Proxy is enclosed with this document for use at the Class Meeting of Loan Stockholders
2010.

A green B Form of Proxy is enclosed with this document for use at the Class Meeting of Loan Stockholders
2011.

Whether or not you propose to attend the relevant Class Meeting in person, you are requested to complete
the appropriate Form of Proxy in accordance with the instructions printed thereon. To be valid, completed
Forms of Proxy must be returned by post to Capita Registrars at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU so as to arrive not later than 48 hours before the time appointed for holding the
relevant Class Meeting or any adjournment thereof.

If you complete and return a blue A Form of Proxy or a green B Form of Proxy, you may still attend at the
relevant Class Meeting in person should you decide to do so.

Action to be taken in respect of the EGM
A white C Form of Proxy is enclosed with this document for use at the EGM.

Whether or not you propose to attend the EGM in person, you are requested to complete the enclosed white
C Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy
must be returned by post to Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU so as to arrive not later than 48 hours before the time appointed for holding the EGM or any
adjournment thereof.

If you complete and return a white C Form of Proxy, you may still attend and vote at the EGM in person
should you decide to do so.

Recommendation
The Directors believe that the Subscription and the variation of the terms of the Loan Stock as described
above will promote the success of the Company for the benefit of the members as a whole and accordingly
they unanimously recommend you to vote in favour of the Resolutions to be proposed at the Class Meetings
and the EGM.

Shareholders and Loan Stockholders are reminded that the Subscription is conditional, inter alia, on
the passing of all of the Resolutions to be proposed at the Class Meetings and the EGM. Should any
of the resolutions not be passed the Subscription will not proceed.

Yours sincerely


David Netherway
Chairman




                                                      8
                                   GMA Resources plc
                     (Registered in England and Wales with company number 4674237)

                NOTICE OF CLASS MEETING OF LOAN STOCKHOLDERS 2010

Notice is hereby given that a general meeting of the holders of 10% unsecured convertible loan stock 2010
(“Loan Stock 2010”) issued by GMA Resources plc (the “Company”) will be held at the offices of Sprecher
Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG at 10.00 a.m. on
26 July 2010 to consider and, if thought fit, pass the following resolution which will be proposed as an
extraordinary resolution:
THAT, subject to and with effect from the passing of the resolutions to be proposed at the general meeting
of holders of 15% unsecured convertible loan stock 2011 issued by the Company to be held at 10.10 a.m. on
26 July 2010 (or if later, immediately following this meeting) (the “Class Meeting of Loan Stockholders
2011”) and the extraordinary general meeting of the shareholders of the Company to be held at 10.20 a.m.
on 26 July 2010 (or, if later, immediately following the conclusion of the Class Meeting of Loan
Stockholders 2011), the instrument by way of deed poll dated 25 May 2007 constituting the Loan Stock 2010
and duly executed by the Company (as amended by extraordinary resolution dated 22 January 2009) (the
“Instrument”) be amended as follows:
(a)   references throughout the Instrument to “10 per cent. unsecured convertible loan stock 2010” be
      deleted and replaced with the words “10 per cent. unsecured convertible loan stock 2012”;
(b)   a new definition be added to paragraph 2.1 of schedule 2 to the Instrument, being “Maturity Date –
      31 December 2012”;
(c)   paragraph 5.1 of schedule 2 to the Instrument be deleted in its entirety and replaced with:
      “5.1   The Issuer shall pay to the Stockholders appearing on the Register on the Business Day
             immediately prior to the Maturity Date (or if earlier, the Business Day immediately prior to the
             date such Loan Stock is redeemed or converted in accordance with the terms of this Instrument)
             the accrued interest outstanding, due and payable on such Loan Stock (less any applicable
             taxes) on the Maturity Date (or if earlier, on such other date on which the Loan Stock is
             redeemed or converted in accordance with the terms of this Instrument).”;
(d)   paragraph 5.2 of schedule 2 to the Instrument be deleted in its entirety and replaced with:
      “5.2   Interest on the Loan Stock shall accrue at a rate of 10 per cent. per annum accruing day-to-day
             on the basis of a 365 day year from 1 January 2010 up to (but not including) the Maturity Date
             (or if earlier, such other date on which the Loan Stock is redeemed or converted in accordance
             with the terms of this Instrument).”
(e)   in paragraphs 6.1, 8.3 and 8.4 of schedule 2 to the Instrument the words “31 December 2010” be
      deleted and replaced with “the Maturity Date”;
(f)   in paragraph 8.6 of schedule 2 to the Instrument the words “the Interest Date prior to” be deleted; and
(g)   in paragraph 8.6 of schedule 2 to the Instrument the words “immediately after the Interest Date last”
      be deleted and replaced with “on the Business Day immediately”.
                                                                             BY ORDER OF THE BOARD
                                                                                       John Bottomley
                                                                                             Secretary

                                                                                       Dated: 30 June 2010

Registered Office:
One America Square
Crosswall
London EC3N 2SG




                                                     9
Notes:
1.   Any holder of Loan Stock 2010 entitled to attend, vote and speak at the meeting convened by the above notice is entitled to
     appoint a proxy to attend, vote and speak instead of him. A proxy need not be a member of the Company or a holder of Loan
     Stock 2010. Any proxy so appointed shall, so long as such appointment remains in force be deemed, for all purposes in
     connection with the meeting, to be the holder of the Loan Stock 2010 to which such appointment relates and the Loan
     Stockholder 2010 shall be deemed for such purposes not to be the holder.
2.   To be valid, the enclosed blue form of proxy headed “A” for the meeting convened by the above notice and any authority under
     which it is executed (or a notarially certified copy of such authority) must be deposited at the Company’s registrars’ office not
     less than 48 hours before the time for holding the meeting.
3.   In the case of joint holders of Loan Stock 2010, the vote of the senior holder who tenders a vote whether in person or by proxy
     will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the
     order in which the names stand in the register of Loan Stockholders 2010 in respect of the relevant joint holding.
4.   In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly
     authorised attorney or a duly authorised officer of the corporation.




                                                                 10
                                    GMA Resources plc
                     (Registered in England and Wales with company number 4674237)

                NOTICE OF CLASS MEETING OF LOAN STOCKHOLDERS 2011

Notice is hereby given that a general meeting of the holders of 15% unsecured convertible loan stock 2011
(“Loan Stock 2011”) issued by GMA Resources plc (the “Company”) will be held at the offices of Sprecher
Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG at 10.10 a.m. on
26 July 2010 (or, if later, immediately following the general meeting of the holders of 10 per cent. unsecured
convertible loan stock 2010 issued by the Company convened on the same day (the “Class Meeting of Loan
Stockholders 2010”)) to consider and, if thought fit, pass the following resolution which will be proposed as
an extraordinary resolution:
THAT, subject to and with effect from the passing of the resolutions to be proposed at the Class Meeting of
Loan Stockholders 2010 and the extraordinary general meeting of the shareholders of the Company to be
held at 10.20 a.m. on 26 July 2010 (or, if later, immediately following the conclusion of this meeting), the
instrument by way of deed poll dated 29 December 2008 constituting the Loan Stock 2011 and duly executed
by the Company (the “Instrument”) be amended as follows:
(a)   references throughout the Instrument to “15 per cent. unsecured convertible loan stock 2011” and
      “fixed rate unsecured convertible loan stock 2011” be deleted and replaced with the words “15 per
      cent. unsecured convertible loan stock 2012”;
(b)   in paragraph 2.1 of schedule 2 to the Instrument the definitions “Interest Date” and “Interest Period”
      be deleted;
(c)   a new definition be added to paragraph 2.1 of schedule 2 to the Instrument, being “Maturity Date –
      31 December 2012”;
(d)   paragraph 5.1 of schedule 2 to the Instrument be deleted in its entirety and replaced with:
      “5.1   The Issuer shall pay to the Stockholders appearing on the Register on the Business Day
             immediately prior to the Maturity Date (or if earlier, the Business Day immediately prior to the
             date such Loan Stock is redeemed or converted in accordance with the terms of this Instrument)
             the accrued interest outstanding, due and payable on such Loan Stock (less any applicable
             taxes) on the Maturity Date (or if earlier, on such other date on which the Loan Stock is
             redeemed or converted in accordance with the terms of this Instrument).”;
(e)   paragraph 5.2 of schedule 2 to the Instrument be deleted in its entirety and replaced with:
      “5.2   Interest on the Loan Stock shall accrue at a rate of 15 per cent. per annum accruing day-to-day
             on the basis of a 365 day year from 1 January 2010 up to (but not including) the Maturity Date
             (or if earlier, such other date on which the Loan Stock is redeemed or converted in accordance
             with the terms of this Instrument).”
(f)   in paragraphs 6.1, 8.2 and 8.3 of schedule 2 to the Instrument the words “31 December 2011” be
      deleted and replaced with “the Maturity Date”;
(g)   in paragraph 8.5 of schedule 2 to the Instrument the words “the Interest Date prior to” be deleted; and
(h)   in paragraph 8.5 of schedule 2 to the Instrument the words “immediately after the Interest Date last”
      be deleted and replaced with “on the Business Day immediately”.
                                                                              BY ORDER OF THE BOARD
                                                                                        John Bottomley
                                                                                              Secretary
                                                                                        Dated: 30 June 2010
Registered Office:
One America Square
Crosswall
London EC3N 2SG


                                                     11
Notes:
1.   Any holder of Loan Stock 2011 entitled to attend and vote and speak at the meeting convened by the above notice is entitled to
     appoint a proxy to attend, vote and speak instead of him. A proxy need not be a member of the Company or a holder of Loan
     Stock 2011. Any proxy so appointed shall, so long as such appointment remains in force be deemed, for all purposes in
     connection with the meeting, to be the holder of the Loan Stock 2011 to which such appointment relates and the Loan
     Stockholder 2011 shall be deemed for such purposes not to be the holder.
2.   To be valid, the enclosed green form of proxy headed “B” for the meeting convened by the above notice and any authority under
     which it is executed (or a notarially certified copy of such authority) must be deposited at the Company’s registrars’ office not
     less than 48 hours before the time for holding the meeting.
3.   In the case of joint holders of Loan Stock 2011, the vote of the senior holder who tenders a vote whether in person or by proxy
     will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the
     order in which the names stand in the register of Loan Stockholders 2011 in respect of the relevant joint holding.
4.   In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly
     authorised attorney or a duly authorised officer of the corporation.




                                                                 12
                                   GMA Resources plc
                     (Registered in England and Wales with company number 4674237)

                       NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of GMA Resources plc (the “Company”) will
be held at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London
EC3N 2SG at 10.20 a.m. on 26 July 2010 (or, if later, immediately following the general meeting of the
holders of 15% unsecured convertible loan stock 2011 issued by the Company convened on the same day
(the “Class Meeting of Loan Stockholders 2011”)) to consider and, if thought fit, pass the following
resolutions, of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 as a special
resolution:

                                      ORDINARY RESOLUTION

1.    THAT, conditional on the passing of the resolutions to be proposed at the general meeting of the
      holders of 10% unsecured convertible loan stock 2010 to be held at 10.00 a.m. on 26 July 2010 and
      the Class Meeting of Loan Stockholders 2011, the Directors be and they are hereby generally and
      unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to
      allot shares in the Company or grant rights to subscribe for or convert any security into shares in the
      Company (“Rights”) up to a maximum aggregate nominal amount of £1,280,000 in connection with
      the subscription for 128,000,000 ordinary shares of 1 penny each in the Company (the “Subscription
      Shares”) by Sahara Gold BVI and Kenneth Ronald Crichton at a price of 1.25 pence per ordinary
      share and this authority shall (unless renewed) expire at the conclusion of the Annual General Meeting
      of the Company to be held in 2011 but the Company may, before this authority expires, make an offer
      or agreement which would or might require shares to be allotted or Rights to be granted after the
      authority expires and the Directors may allot shares or grant Rights pursuant to such offer or
      agreement as if the authority conferred hereby had not expired, such authority to be in substitution for
      any existing authorities conferred on the Directors pursuant to section 551 of the Act or section 80 of
      the Companies Act 1985.

                                        SPECIAL RESOLUTION

2.    THAT, conditional on the passing on Resolution 1, the Directors be and they are hereby generally
      empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section
      560 of the Act) for cash pursuant to the authority conferred by Resolution 1 above as if section 561(1)
      of the Act did not apply to any such allotment, provided that this power shall be in substitution for any
      previous powers conferred on the Directors pursuant to section 570 of the Act or section 95 of the
      Companies Act 1985 and shall be limited to the allotment of the Subscription Shares and the power
      hereby granted shall expire at the conclusion of the Annual General Meeting of the Company to be
      held in 2011 save that the Company may before such expiry make an offer or agreement which would
      or might require equity securities to be allotted after such expiry but otherwise in accordance with the
      foregoing provisions of this power in which case the Directors may allot equity securities in pursuance
      of such offer or agreement as if the power conferred hereby had not expired.

                                                                              BY ORDER OF THE BOARD
                                                                                        John Bottomley
                                                                                              Secretary

                                                                                         Dated: 30 June 2010

Registered Office:
One America Square
Crosswall
London EC3N 2SG




                                                     13
Notes:
1.   Any member entitled to attend, vote and speak at the meeting convened by the above notice is entitled to appoint one or more
     proxies to attend, speak and vote at the meeting instead of him. A proxy need not be a member of the Company. More than one
     proxy may be appointed to exercise the rights attaching to different shares held by the member, but a member may not appoint
     more than one proxy to exercise rights attached to any one share.
2.   To be valid, the enclosed white form of proxy headed “C” for the meeting convened by the above notice and any authority under
     which it is executed (or a notarially certified copy of such authority) must be deposited at the Company’s registrars’ office not
     less than 48 hours before the time for holding the meeting. Completion and return of the white form of proxy will not preclude
     members from attending and voting in person at the meeting.
3.   Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the
     register of members in order to have the right to attend and vote at the Extraordinary General Meeting is 6.00 p.m. on 24 July
     2010 (being not more than 48 hours prior to the time fixed for the meeting) or, if the meeting is adjourned, such time being not
     more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after that
     time will be disregarded in determining the right of any person to attend or vote at the meeting.
4.   In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy will be accepted to
     the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the
     names stand in the register of members of the Company in respect of the relevant joint holding.
5.   In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly
     authorised attorney or duly authorised officer of the corporation.




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