Cash Placing to Raise up to ?8.8m

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR GENERAL PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful.

Members of the general public are not eligible to take part in the Placing referred to below. Invitations to participate in the Placing will be limited to 'Relevant Persons' (as defined below).

25 March 2010

Mwana Africa PLC

("Mwana Africa" or the "Company")

Cash placing to raise up to £8.8m.

Mwana Africa PLC (AIM: MWA), the pan-African resources company, is pleased to announce a cash placing (the "Placing") of up to £8.8m for the purposes set out below, and to provide an update on the Company's operations and exploration activities.

Highlights

Placing

·; Placing of new Ordinary Shares (the "Placing Shares") to Relevant Persons (defined below) to raise up to £8.8m (before expenses) at a placing price of 10 pence per Placing Share ("Placing Price"). The precise number of Placing Shares will be finally determined by bookbuild such that the gross proceeds arising from the Placing are expected to amount to a maximum of approximately £8.8m. Indications of significant interest in relation to the full amount of the Placing have already been received from institutional investors and other investors.

·; The Placing, if fully subscribed, would represent approximately 22 per cent. of the Company's existing issued Ordinary Shares (being 397,767,219 Ordinary Shares, which excludes 2,666,600 Ordinary Shares held in treasury as issued shares).

·; The Placing Price is equivalent to par value of Ordinary Shares in the Company being 10 pence.

·; The Placing will be made on a non pre-emptive basis, in accordance with the Company's existing disapplications and authorisations.

Proceeds of Placing

·; The Company intends to use the proceeds of the Placing, together with existing cash balances, to continue exploration at Mwana's core exploration prospects in the DRC and for general corporate purposes, in particular:

o The implementation of a 23,000m drilling programme at the Zani Kodo gold prospect in the DRC. This programme is designed to seek to increase the aggregate resources already defined at the prospect, to reclassify a portion of the existing resource from inferred to measured, and to delineate further resources along the Kodo trend.

o The planned implementation of an 11,000m drilling programme at the Semhkat base metals exploration concessions whilst opportunities to bring in joint venture partners are explored.

Operating and Exploration Update

·; Since the resumption of commercial gold production at Freda Rebecca in October 2009, 8,020 ounces gold have been produced to date. The ramp up of the operation following completion of the first phase of the Company's refurbishment programme continues, with a steady state production rate of approximately 30,000 ounces of gold per year expected to be achieved during April 2010. Freda Rebecca has arranged a loan facility of up to $10 million from the IDC for the refurbishment programme. Loan documentation has been completed, however drawdown under the facility remains subject to the satisfaction of a number of conditions precedent, including the approval by the board of IDC of a reduction to 90% of the cover provided by the Export Credit Insurance Corporation of South Africa ("ECIC"). This approval is expected shortly. The Company continues to make progress to satisfy the remaining conditions precedent.

·; Bindura Nickel Corporation ("BNC") intends, subject to the availability of finance, initially to restart the Trojan mine and concentrator, producing concentrates for sale to third parties for further processing. BNC is evaluating options for the financing of the restart programme, which may include equity and debt finance.

·; An updated resource estimate for the Zani Kodo gold prospect in the DRC was announced on 15th February 2010, based on the results of 2,550m drilling conducted in 2009. Mwana has defined an indicated mineral resources containing 217,277 ounces of gold and inferred mineral resources containing 421,013 ounces of gold.

·; At Semhkat, exploration activities were scaled back in 2008 following the collapse in commodity prices. The Company now intends to resume the exploration programme while it seeks to evaluate interest in Semhkat from potential joint venture partners.

·; At 12th March 2010, the Company (excluding BNC) held cash balances of $7.2m.

Chief Executive's commentary

Commenting on today's announcement, Kalaa Mpinga, Chief Executive of Mwana Africa said:

"Today's fundraising allows us to extend exploration at our promising assets in the DRC, the Zani Kodo gold prospect and the Semhkat base metals concessions.

These exploration programmes will continue in parallel with the ramp-up of gold production at the Freda Rebecca mine in Zimbabwe and the planning to finance and restart operations at the BNC nickel complex. We are confident that this strategy will deliver the best value to our shareholders as Mwana grows into one of Africa's significant metals and mining groups."

Further Information

This summary should be read in conjunction with the full text of the following announcement (including the Appendices to this announcement).

Canaccord Adams Ltd ("Canaccord" or the "Placing Agent") is acting as bookrunner to the Placing. The final size of the issue will be determined through an institutional bookbuilding process. Potential participants will be invited to tender for Placing Shares at the Placing Price. It is expected that the books will close no later than 4:30pm (London time) on 26 March 2010 and pricing and allocations are expected to be set and announced on or before 8.00am (London time) on 29 March 2010. Canaccord and the Company reserve the right to close the Bookbuilding Process and announce pricing and allocations at any earlier or later time. The Placing will take place in accordance with the terms and conditions set out in Appendix A to this announcement. The number of Placing Shares and the results of the Placing will be decided at the close of the Bookbuilding Process. An announcement detailing the results of the Placing and the proceeds to be received from the Placing will be made as soon as practicable after the close of the Bookbuilding Process.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the share capital of Mwana Africa, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. Application will be made for the Placing Shares to be admitted to trading on AIM.

Settlement for any Placing Shares issued pursuant to the Placing as well as admission to trading on AIM is expected to take place on 31 March 2010.

This announcement (including the Appendices to this announcement) has been issued by, and is the sole responsibility of, Mwana Africa PLC. This announcement (including the Appendices to this announcement) includes "forward-looking statements". Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. All statements other than statements of historical facts included in this announcement (including the Appendices to this announcement), including, without limitation, those regarding the Company's business strategy and plans and objectives of management for future operations and acquisition opportunities, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of the Company or the markets and economies in which the Company operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, political, regulatory and economic factors. Factors that would cause actual results or events to differ from current expectations include, among other things, changes in commodity prices, changes in equity markets, failure to establish estimated mineral resources, political risks, changes to regulations affecting the Company's activities, delays in obtaining or failures to obtain required regulatory approvals, failure of equipment, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other geological data, delays in obtaining geological results, and the other risks associated with mineral exploration, development and production. Mwana believes that the assumptions inherent in the forward-looking statements are reasonable; however, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. The Company does not assume any responsibility to update any of such forward-looking statements, save as required by relevant law or regulatory authority.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States or other jurisdiction and the securities may not be offered, sold, pledged, or otherwise transferred (1) within the United States except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, to a person that the holder and any person acting on its behalf reasonably believes is a qualified institutional buyer ("QIB") as such term is defined in Rule 144A under the Securities Act that is also an institutional accredited investor IAI as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and who is also a qualified purchaser ("QP") as such term is defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") or (2) outside the United States, to non-U.S. persons in an "offshore transaction" in accordance with Rule 903 or 904 of Regulation S under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. No public offer of the Placing Shares is being made in the United States.

Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Japan, the Republic of South Africa, New Zealand or any jurisdiction in which such publication or distribution would be unlawful. No public offering of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

Members of the general public are not eligible to take part in the Placing. This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, is directed exclusively at:

i. persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measures (the "Prospectus Directive") ("Qualified Investors");

ii. in the United Kingdom, Qualified Investors who are persons (1) who have professional experience in matters relating to investments who fall within article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (2) falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Order; and

iii. in the United States to a limited number of "institutional accredited investors" ("IAI") (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D ("Regulation D") under the Securities Act), that are also "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act (each, an "Accredited Investor") who is also a qualified purchaser ("QP") as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and (2) outside the United States to non-U.S. persons in an "offshore transaction" as defined in Regulation S under the Securities Act; and

iv. other persons to whom it may otherwise lawfully be communicated,

(all such persons together being referred to as 'Relevant Persons').

This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing and the Bookbuilding Process set out in this announcement are for information purposes only.

The Placing Agent is acting for the Company and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to its clients, or for providing advice in relation to the Placing and/or any other matter referred to in this announcement (including the Appendices to this announcement).

Except as otherwise stated, references to times in this announcement (including the Appendices to this announcement) are to London time. Except where the context otherwise requires, capitalised terms used in this announcement (including the Appendices to this announcement) have the meanings given in Appendix B to this announcement.

Mineral resource estimates included herein are presented in accordance with the JORC Code. If presented in accordance with the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, the mineral resource and mineral reserve presentation would be materially the same. 

Charl du Plessis, Executive Vice President Exploration of Mwana, who holds a PhD and is a Member of the AusIMM, is a "Qualified Person" as defined in the AIM Rules and in National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Dr. du Plessis has reviewed the exploration and resource development information contained in this press release in the context in which it appears.

Enquiries

Mwana Africa PLC Tel: +44 (0)20 7654 5580

Oliver Baring - Executive Chairman

Kalaa Mpinga - Chief Executive Officer

Donald McAlister - Finance Director

Canaccord Adams Tel: +44 (0)20 7050 6500

Robert Finlay

Guy Blakeney

Smiths Corporate Advisory Limited Tel: +44 (0)20 7239 0140

Jonathan Martin Smith

Christopher Getley

Merlin Tel: +44 (0)20 7726 8400

David Simonson

Tom Randell

Anca Spiridon

Further Information

Mwana Africa today announces its intention to raise up to £8.8m (before expenses) by way of a placing of new Ordinary Shares (the "Placing Shares") to Relevant Persons as defined herein. The precise number of Placing Shares will be finally determined by bookbuild such that the net proceeds arising from the Placing amount to up to approximately £8.8m. Based on the Placing Price of 10 pence per Ordinary Share, the Placing would represent up to approximately 22 per cent. of the Company's existing issued Ordinary Shares (being 397,767,219 Ordinary Shares, which excludes 2,666,600 Ordinary Shares held in treasury as unissued shares).

Mwana Africa PLC

Background

Mwana Africa is a pan-African resources company established in October 2005. It was the first African-owned, African-managed business in this sector to be admitted to trading on the London Stock Exchange's AIM Market ("AIM"). The Company's principal operations and exploration and development activities are in Zimbabwe, the Democratic Republic of Congo ("DRC") and South Africa, in commodities including gold, nickel, copper and diamonds.

The Company was formed through a reverse takeover of African Gold plc, the AIM-traded African gold exploration and mining company, by a privately held mining company, Mwana Africa Holdings (Pty) Limited.

The Placing

Reasons for the Placing

The Company intends to use the proceeds of the Placing, together with existing cash balances, to continue exploration at Mwana's exploration prospects in the DRC and for general corporate purposes, in particular:

·; The implementation of a $7m exploration programme, including 23,000m drilling, at the Zani Kodo gold prospect in the DRC. This programme is designed to seek to increase the aggregate resources already defined at the prospect, to reclassify a portion of the existing resource from inferred to measured, and to delineate further resources along the Kodo trend.

·; The planned implementation of an 11,000m drilling programme at the Semhkat base metals exploration concessions whilst opportunities to bring in joint venture partners are explored.

The allocation of the proceeds reflects Mwana Africa's intention as at the date of this announcement. Should the Company determine that expenditure on any of the projects specified above is no longer justified, the Company will reallocate the proceeds of the Placing among the areas described above, and to working capital and general corporate purposes. Pending their use as described, the Company intends to hold the proceeds in cash, under appropriate notice accounts and taking advantage of such short term interest rates as it may be able to obtain.

Details of the Placing

It is proposed that the Placing will be undertaken by the placing of new Ordinary Shares with institutional investors. Up to 88,340,540 new Ordinary Shares are available for allotment, representing approximately 22 per cent. of Mwana Africa's existing issued Ordinary Shares (being 397,767,219 Ordinary Shares, which excludes 2,666,600 Ordinary Shares held in treasury as issued shares).

The proposed issue of the Placing Shares will take place at the Placing Price being 10 pence per Ordinary Share.

The net proceeds of the Placing are expected to be up to approximately £8.3m after deduction of the commission, fees and expenses which will be payable by the Company in connection with the Placing and based on the Placing Price of 10 pence per Ordinary Share.

To enter a bid into the Bookbuilding Process, institutional investors will be required to communicate their bid to the Placing Agent, specifying the number of Placing Shares for which they wish to offer to subscribe at the Placing Price. Institutions participating in the Placing will receive the Placing Shares subject to the satisfaction of the conditions contained in, and the non-termination of, the Placing Agreement. It is expected that the books will close no later than 4:30pm (London time) on 26 March 2010 but may be closed earlier or later at the discretion of the Placing Agent. An announcement detailing the results of the Placing and the proceeds to be received from the Placing will be made as soon as practicable after the close of the Bookbuilding Process. Whether the Placing proceeds and the number of Placing Shares will be decided at the close of the Bookbuilding Process.

In order to enter a bid into the Bookbuilding Process and participate in the Placing, each participant will be deemed to have acknowledged, represented and agreed with the Company and the Placing Agent that it is either:

i. a person in member states of the European Economic Area who is "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measures (the "Prospectus Directive") ("Qualified Investors"); or

ii. a person in the in the United Kingdom who is a Qualified Investor and a person (1) who has professional experience in matters relating to investments who fall within article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (2) falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Order; or

iii. a person in the Unites States who is an "institutional accredited investors" ("IAI") (as defined in Rule 501 (a) (1), (2), (3) or (7) of Regulation D ("Regulation D") under the Securities Act), who is also "qualified institutional buyer" ("QIB") within the meaning of Rule 144A under the Securities Act (an "Accredited Investor") who is also a qualified purchaser ("QP") as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"); or

iv. a person not located in the United States who is not a U.S. Person (as defined in Rule 902 under the Securities Act) and participating in the Placing in an "offshore transaction" as defined in Regulation S under the Securities Act; or

v. a person to whom it may otherwise lawfully be communicated, (each such person described in (i) - (v) above being a 'Relevant Person').

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. Application will be made for the Placing Shares to be admitted to trading on AIM.

Settlement for any Placing Shares issued pursuant to the Placing as well as admission to trading on AIM is expected to take place on 31 March 2010.

Full details of the terms and conditions of the Placing are set out in Appendix A to this announcement. Placees participating in the Placing will be deemed to have read and understood the full terms and conditions relating to the Placing set out in this announcement (including the Appendices to this announcement) and to be participating on the basis that they accept these terms and conditions in full.

The Placing Agent has entered into the Placing Agreement with the Company under which the Placing Agent has, on the terms and subject to the conditions set out therein, undertaken as agent of the Company to use all reasonable endeavours to procure Placees to take up the Placing Shares at the Placing Price.

The obligations of the Placing Agent under the Placing Agreement are conditional upon, inter alia, (i) the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to admission of the Placing Shares to trading on AIM ("Admission"); (ii) the representations, warranties and undertakings given by the Company under the Placing Agreement being true and accurate and not misleading at all times before Admission; and (iii) Admission occurring no later than 8.00 am on 31 March 2010 or such other date as may be agreed by the Placing Agent and the Company, not being later than 15 April 2010.

Further, the Placing Agent may, at any time before Admission, terminate the Placing Agreement, inter alia, for breach of warranty by the Company or if there has been a material adverse change in or affecting the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company's group taken as a whole.

The Company has agreed in the Placing Agreement that it will not, and that it will procure that none of its subsidiaries will (save in respect of any fundraising in connection with Bindura Nickel Corporation), without the prior written consent of the Placing Agent (such consent not to be unreasonably withheld or delayed):

·; between the date of the Placing Agreement and the date which is three months after the date of Admission, enter into any agreement, commitment or arrangement or put itself in a position where it is obliged to announce that any agreement, commitment or arrangement may or will be entered into which could materially and adversely affect the Placing or the issue of the Placing Shares; or

·; between the date of the Placing Agreement and the date which is three months later, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice) or (where such other share options or warrants have been publicly disclosed by the Company prior to the date of this announcement to the London Stock Exchange or to a Regulatory Information Service) other share options granted or warrants to subscribe for Ordinary Shares issued by the Company; or

·; between the date of the Placing Agreement and the date which is three months later, disseminate any material other than the Placing Documents and the Management Presentation in connection with the Placing.

On 15 September 2009, a resolution of the shareholders of the Company was passed whereby, inter alia, the Directors were generally and unconditionally authorised pursuant to Section 95 of the Companies Act 1985, as amended (the "Companies Act") to allot equity securities (as defined in Section 94(2) of the Companies Act) to a maximum aggregate nominal amount of £8,834,054 for cash as if Section 89(1) of the Companies Act did not apply to such allotment, such authority to expire on the date of the annual general meeting of the Company to be held in 2010 or 15 months after the date of the passing of the resolution (whichever is the earlier), but so as to enable the Directors to allot equity securities after such date in pursuance of an offer or agreement entered into prior to such date. It is proposed that up to 88,340,540 of these Ordinary Shares will be the Placing Shares.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the share capital of Mwana Africa, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. Application will be made for the Placing Shares to be admitted to trading on AIM.

Directors' interests

The interests (all of which are beneficial unless otherwise stated) of the Directors and their immediate families and the persons connected with them (within the meaning of section 252 of the Companies Act 2006) in the issued share capital of the Company or the existence of which could, with reasonable diligence, be ascertained by any Director as at the date of this (assuming that 88,340,540 Placing Shares are issued pursuant to the Placing) announcement and as expected to be immediately following completion of the Placing are as follows:

1 excluding 2,660,000 Ordinary shares held in treasury as issued shares.

Operations update

Bindura Nickel Corporation

Bindura Nickel Corporation ("BNC") is the only integrated nickel mine, smelter and refinery facility in Africa. BNC is listed on the Zimbabwe Stock Exchange. Mwana Africa owns 52.9% of BNC, while the Zimbabwean government holds approximately 22%. The remainder is held by public shareholders. BNC has a long history of nickel mining and production and has smelter capacity to produce 14,500 tonnes of refined nickel per year. In late 2008, the operations were placed onto care and maintenance, owing to the collapse in nickel prices and social and economic difficulties then prevailing in Zimbabwe. 

BNC believes that conditions are now supportive of a restart of operations, given the recovery in nickel prices, the liberalisation of the foreign exchange regulations and the dollarization of the Zimbabwean economy, together with an improving social and economic environment, which is encouraging the return of key skills to Zimbabwe.

A number of potential restart scenarios have been considered, and a decision has been taken initially to resume production from the Trojan mine and concentrator, subject to the availability of finance. BNC's plans indicate that annual production of up to 7,000 tonnes of nickel in concentrate can be resumed with limited capital expenditure, relative to the potential scale of the asset. 

BNC is evaluating several financing options for the restart of production from the Trojan nickel mine and concentrator. Options under consideration include debt and/or equity financing from third party financial and industry partners, and from Mwana Africa itself. Mwana Africa is considering its participation in any such fund raising. The Company has appointed SRK to produce a Competent Person's Report on BNC to confirm the technical and financial feasibility of the proposed operation. This is expected to be delivered in the second quarter of 2010.

The remaining assets of BNC, including the smelter and refinery complex and the Shangani mine, will be kept on care and maintenance, in order to reduce the time and cost of restarting these operations when conditions allow.  Once the Trojan mine and concentrator are fully operational, under normal circumstances, Mwana expects BNC to be able to fund the costs of this care and maintenance programme from BNC's own resources. However, in the event that financing for the restart of the Trojan mine and concentrator is not forthcoming, BNC may be required to raise further funds in order to continue its care and maintenance programme at Trojan and Shangani mines, and the smelter and refinery complex. In this event, Mwana may be required to raise further funds to contribute to BNC. In addition, the company continues to assess the potential to develop the Hunters Road project as well as assess the possibility of toll treatment of third party material (including nickel and PGMs).

Freda Rebecca

Mwana Africa announced in March 2009 its intention to restart production at the Freda Rebecca gold mine in Zimbabwe. The first commercial pour of gold following completion of the first phase of a two phase recommisioning programme took place on 13th October 2009. The ramp up of production continues, and Mwana expects to reach a steady state of approximately 30,000 ounces of gold per year during April 2010. To date, 8,020 ounces of gold have been produced. Operating costs during the first phase of production are expected to be in the region of $700 per ounce. 

The second phase of the refurbishment programme is planned to increase output to approximately 50,000 ounces of gold per year from Q1 2011, and to reduce operating costs to approximately $650 per ounce. The Company's subsidiary, Freda Rebecca Gold Mine Limited, has completed formal documentation for a US$10 million loan facility from the Industrial Development Corporation of South Africa (the "IDC") which loan, when drawn, will enable Freda Rebecca to accelerate implementation of the second phase of the refurbishment programme.

The first tranche of funding, up to $4 million, will be made available immediately upon satisfaction of certain conditions precedent, including the approval by the board of IDC of a reduction to 90% of the cover provided by the Export Credit Insurance Corporation of South Africa ("ECIC"). This approval is expected shortly. The Company continues to make progress to satisfy the remaining conditions precedent. The second tranche of up to $6 million will be made available subject to further conditions precedent, including independent verification of JORC/SAMREC compliant measured gold resources, sufficient to support a ten year mine life, in addition to the conditions precedent noted above. Work to verify these resources is in progress, and is expected to be complete in May 2010. Subject to the satisfaction of all the conditions precedent, full availability of the $10 million loan to Freda Rebecca is expected in the first half of the year.

The loan is repayable in 10 equal instalments over a five year period and attracts interest at US$LIBOR plus 5%. Mwana Africa has agreed to provide a parent company guarantee until completion of the refurbishment programme.

Mwana Africa has committed to sell a 15% stake in Freda Rebecca to a local investor.

Exploration Update

Gold

The Company holds an 80% interest in the Zani Kodo gold prospect in the DRC, located between the Kibali (formerly Moto Goldmines) and Mongbwalu (AngloGold Ashanti) concessions. The Company's drilling programme commenced in April 2007. Drilling to date has focussed on the Kodo Main area, which represents just 700m of a trend which has been delineated over a strike length of 9 kilometres. The Company has drilled 152 holes for a total of approximately 27,700m.

On 15th February Mwana announced an updated resource estimate showing indicated mineral resources of 2,293,547 tonnes at 2.95g/t and 4,757,638 tonnes at 2.75g/t containing 217,277 ounces and 421,013 ounces of gold respectively.

To date, the Company has spent approximately $15m at the Zani Kodo prospect. The Company intends to build on the success of its previous drilling programmes, and to drill a further 23,000m over the next twelve months.

The $7 million programme is designed to seek to increase the aggregate resource defined at the prospect, to reclassify a portion of the existing resource from inferred to measured, and to delineate further resources along the Kodo trend.

Base Metals

Mwana Africa holds a 100% interest in Semhkat, which has exploration concessions covering 4,845 square kilometres in the south-east of the DRC. Mwana Africa has recently appointed advisors to evaluate interest in the prospect from potential joint venture partners. The Company has an existing joint venture agreement with Ambase Exploration Africa, a subsidiary of Anglo American, over 476 square kilometers of the concession.

An Xcalibur airborne magnetic and radiometric survey, conducted in 2007-2008, identified several structural geological and lithological target areas. Core and reverse circulation drilling programmes were completed on the Kibolwe, Kiamato and Mwombe prospects, and limited reconnaissance exploration has taken place at the Mukema, Kamungoti, and Kintungulu copper prospects.

To date Mwana has invested approximately $26m in the concession. 

Mwana intends to deploy $5 million at Semhkat to preserve the licences and to fund the 2010 exploration programme whilst it explores opportunities to bring in joint venture partners.

The drilling programme is expected to commence in May 2010.

Zimbabwe

During February 2010, new regulations concerning indigenisation and economic empowerment were published in Zimbabwe. The Company believes that certain provisions of the regulations will be modified in due course, to reflect the specific requirements of different sectors of the economy. The Chamber of Mines of Zimbabwe, of which BNC and Freda Rebecca are members, is currently in discussions with the relevant authorities with respect to the application of these regulations to the mining industry.

Group Financial Information

In the six months to 30th September 2009, the Group reported consolidated revenue of £8.5m (2008: £ 20.8m), and a loss before income tax and impairment of £3.9m (2008: £14.1m). Mwana Africa, excluding BNC, held net cash of £9.1m (US$14.5m) at 30 September 2009 (2008: £25.8m).

Mwana Africa's cash balance at 12 March 2010 was approximately $7.2m, excluding cash held by BNC. Cash held by BNC was approximately $4.5m.

Preliminary audited group financial accounts for the year are expected to be announced on 30 June 2010.

APPENDIX A

TERMS & CONDITIONS

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE ANNOUNCEMENT AND THIS APPENDIX (WHICH FORMS PART OF THE ANNOUNCEMENT) AND THE TERMS AND CONDITIONS SET OUT IN THE ANNOUNCEMENT AND THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (1) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE ORDER OR (2) FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; (C) (1) in the United States to a limited number of "institutional accredited investors" ("IAI") (as defined in Rule 501 (a) (1), (2), (3) or (7) of Regulation D ("Regulation D") under the Securities Act), that are also "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act (each, an "Accredited Investor") who is also a qualified purchaser ("QP") as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and (2) outside the United States to non-U.S. persons in an "offshore transaction" as defined in Regulation S under the Securities Act; AND (D) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN MWANA AFRICA PLC.

If you have been invited and choose to participate in the Placing by making an offer (oral or written) to acquire Placing Shares you will be deemed to have read and understood this Appendix and the announcement of which it forms part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix. In particular you represent, warrant and acknowledge that you are a Relevant Person. Further, you represent and agree that either (a) you are an Accredited Investor (who is also QP) and have duly executed an investor letter in the form provided to you and delivered the same to the Placing Agent), or (b) you are outside the United States and subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and, if you are a U.S. Person, you are also a QP. See "Representations and Warranties" below in this Appendix for further representations and warranties you (and any person acting on your behalf) will be deemed to make by participating in the Bookbuilding.

Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for general publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, the Republic of South Africa, New Zealand or any jurisdiction in which such publication or distribution would be unlawful. No public offering of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

Securities may not be sold in the United States absent registration or an exemption from registration under the Securities Act and no public offer is being made in the United States. The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or any securities commission in Japan, the Republic of South Africa or New Zealand; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, the Republic of South Africa or New Zealand. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan, the Republic of South Africa, New Zealand or any other jurisdiction outside the United Kingdom. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.

The distribution of this announcement and the placing of the Placing Shares in certain jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Placing Agent or the Company that would permit such an offer of Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Placing Agent and the Company to inform themselves about and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

The Placing Agent has been appointed as sole bookrunner to the Placing.

The Placing Agent has entered into the Placing Agreement with the Company under which the Placing Agent has, on the terms and subject to the conditions set out therein, undertaken as agent of the Company to use all reasonable endeavours to procure Placees to take up the Placing Shares at the Placing Price.

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

Admission

Application for all the Placing Shares to be admitted to trading on AIM will be made. Settlement for any Placing Shares issued and allotted pursuant to the Placing will take place on Admission of such shares which is expected to be 31 March 2010.

In this Appendix, unless the context otherwise requires, "Placee" or "you" means a Relevant Person (including individuals, funds or others) on whose behalf an offer to subscribe for Placing Shares has been, or is proposed to be, given and "Placees" and "your" shall be construed accordingly.

Bookbuild

Commencing today, the Placing Agent will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for the Placing Shares. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Bookbuilding Process. No commissions will be paid to Placees or be payable by Placees in respect of any Placing Shares.

Participation in the Bookbuilding Process

Only Relevant Persons who are invited to do so may participate in the Bookbuilding Process. Invitations to participate will be made by telephone through usual sales contacts at Canaccord. If you are invited to participate, your allocation (if any) of Placing Shares will be confirmed to you orally following the close of the Bookbuilding Process and evidenced by contract notes confirming your agreement to subscribe for Placing Shares. The Placing Agent's oral confirmation to you will constitute acceptance of your offer to acquire Placing Shares and create a legally binding commitment upon you (and you will at that point become a Placee) to subscribe for the number of Placing Shares allocated to you on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.

The Company or the Placing Agent will make a further announcement following the close of the Bookbuilding Process detailing the number of Placing Shares and the results of the Placing (the "Placing Results Announcement").

Principal terms of the Bookbuilding Process

1. The Placing Agent is arranging the Placing as agent of the Company.

2. Participation will only be available to Relevant Persons invited to participate by the Placing Agent. The Placing Agent and its Affiliates are entitled to enter bids as principal in the Bookbuilding Process.

3. Whether the Placing proceeds and the number of Placing Shares will be decided by the Placing Agent at the close of the Bookbuilding Process after consultation with the Company.

4. Once you have been invited to bid in the Bookbuilding Process, you should communicate your bid by telephone to your usual sales contact at Canaccord. Your bid should state the number of Placing Shares or total monetary amount which you are offering to subscribe for Placing Shares at the Placing Price.

5. The Placing Agent reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at the Placing Agent's absolute discretion.

6. The Bookbuilding Process is expected to close no later than 4.30 p.m. (London time) on 26 March 2010, but may be closed earlier or later, on that or any other day, at the discretion of the Placing Agent. The Placing Agent may, at its sole discretion, accept bids that are received after the Bookbuilding Process has closed.

7. A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation by the Placee after the close of the Bookbuilding Process.

Conditions of the Placing

The obligations of the Placing Agent under the Placing Agreement in relation to the Placing Shares are conditional (inter alia) on:

(a) Admission of the Placing Shares occurring not later than 8.00 a.m. on 1 April 2010 or such other date as may be agreed between the Company and the Placing Agent, not being later than 15 April 2010; 

(b) the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission;

(c) the Company allotting, subject only to Admission becoming effective, the Placing Shares to the Placees;

(d) publication of the Placing Results Announcement no later than 7.00 a.m. on 29 March 2010 or such other time and/or date as may be agreed between the Company and the Placing Agent; and

(e) the representations, warranties and undertakings given by the Company in the Placing Agreement (the "Warranties") being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission.

If (a) the conditions in the Placing Agreement are not satisfied or waived by the Placing Agent within the stated time period (or such later time and/or date as the Placing Agent may decide) or (b) the Placing Agreement is terminated in accordance with its terms in the circumstances specified below prior to Admission, the Placing will not take place and your rights and obligations hereunder in respect hereof shall cease and determine at such time and no claim can be made in respect thereof.

By participating in the Bookbuilding Process you agree that your rights and obligations hereunder in relation to the Placing are conditional upon the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms and will terminate only in the circumstances described in this Appendix (or otherwise in circumstances in which Canaccord is entitled to terminate them) and will not be capable of rescission or termination by you.

The Placing Agent reserves the right to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement (except that it may not waive the conditions described in (a) and (c) above). The Placing Agent shall have no liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to invoke, waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement, and by participating in the Bookbuilding Process you agree that any such decision is within the absolute discretion of the Placing Agent.

Right to terminate under the Placing Agreement

The Placing Agent is entitled, at any time before Admission, to terminate the Placing Agreement and its obligations under the Placing Agreement if, inter alia:

(a) the warranties given by the Company or any of them are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) in respect of a matter which, in the opinion of the Placing Agent (acting in good faith), is material in the context of the Placing by reference to the facts subsisting at the time when the termination notice referred to below is given; or

(b) the Company fails, in any respect which is material in the opinion of the Placing Agent (acting in good faith), to comply with any of its obligations under the Placing Agreement; or

(c) in the opinion of the Placing Agent (acting in good faith), there has been a material adverse change in or affecting the operations, properties, condition (financial or other), or prospects or results of operations or general affairs of the Group taken as a whole; or

(d) in the opinion of the Placing Agent (acting in good faith), there has been:

(i) a change in national or international financial, political, economic or stock market conditions (primary or secondary);

(ii) an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis;

(iii) a suspension or material limitation In trading of securities generally or the securities of the Company on any stock exchange; or

(iv) any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption or general moratorium in commercial Placing Agenting,

as would, in the opinion of the Placing Agent (acting in good faith) be likely to prejudice the success of the Placing,

in each of which cases the Placing Agent shall, if practicable in the circumstances, promptly give notice thereof to the Company and then consult with the Company in respect of such matter(s) and the Placing Agreement (other than certain specified provisions) may be terminated by the Placing Agent following such consultation, if any, by the giving of a termination notice and the Placing Agreement (other than certain specified provisions) will thereupon have no further effect.

By participating in the Bookbuilding Process you agree that the exercise by the Placing Agent of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Placing Agent and that it need not make any reference to you and that none of them shall have any liability to you whatsoever in connection with any such exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No prospectus or AIM admission document has been or will be submitted to be approved by the London Stock Exchange or the FSA in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement and the Placing Results Announcement. Each Placee, by participating in the Placing, agrees that the content of this announcement and the Placing Results Announcement is exclusively the responsibility of the Company and confirms that it has relied on no other information, representation, warranty or statement made by or on behalf of Canaccord or the Company and neither Canaccord or the Company will be liable for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this announcement shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Subject as provided below, settlement for all Placing Shares will be made through CREST. Settlement for any Placing Shares issued and allotted pursuant to the Placing will take place on the date of Admission which is expected to be 31 March 2010.

The Placing Agent reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as it deems necessary if delivery or settlement is not possible as described above within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

If you are allocated any Placing Shares in the Bookbuilding Process you will be sent a contract note, which will confirm the number of Placing Shares to be subscribed for by you and also confirming the Placing Price and the aggregate amount owed by you to Canaccord, as the case may be, as agent for the Company in relation to the settlement of such Placing Shares. By participating in the Placing, you agree that you will do all things necessary to ensure that delivery and payment is completed in accordance with the standing settlement instructions which you have in place with Canaccord.

If Placing Shares are to be delivered to a custodian or settlement agent, please ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.

Interest is chargeable daily on payments to the extent that value is received after the due date at the rate of five percentage points above prevailing LIBOR. If you do not comply with your obligations, Canaccord may sell your Placing Shares on your behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price plus any interest due (in settlement of your liability in respect of Canaccord's payment to the Company on your behalf of the Placing Price of the relevant Placing Shares under the Placing Agreement). You will, however, remain liable on the same basis for any shortfall below the Placing Price and you may be required to bear any interest or losses which may arise upon the sale of your Placing Shares on your behalf.

You will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Bookbuilding Process you (and any person acting on your behalf):

1. represent and warrant that you have read this Appendix and the announcement of which it forms part in their entirety and have not redistributed them or any part of them;

2. acknowledge that your participation in the Placing shall be on the terms and subject to the conditions set out in this Appendix and subject to the terms of the Placing Agreement and the articles of association of the Company in force at Admission;

3. acknowledge that you have been invited to participate in the Bookbuilding Process solely on the basis of this announcement and that no offering document, prospectus, AIM admission document or any other document has been prepared in connection with the Placing or formed the basis of the placing of the Placing Shares with you;

4. acknowledge that the content of this Appendix and the announcement of which it forms part are exclusively the responsibility of the Company and that neither the Placing Agent, nor any of its Affiliates nor any person acting on any of the Placing Agent's or its Affiliate's behalf has or shall have any liability for any information, representation or statement contained in this Appendix and/or the announcement of which it forms part or any information previously published by or on behalf of the Company;

5. acknowledge that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent AIM admission document and financial statements, and similar statements for preceding financial years, and that you are able to obtain or access the Exchange Information without undue difficulty;

6. acknowledge that any exercise of any right to terminate the Placing or of any of the Placing Agent's other rights under the Placing Agreement shall be within the Placing Agent's absolute discretion and the Placing Agent shall have no liability to you whatsoever in relation to any decision to exercise or not to exercise such rights;

7. represent and warrant that you have neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord or the Company other than the information contained in this announcement and that neither Canaccord or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing (and any resulting investment) based on any other information, representation, warranty or statement;

8. acknowledge and agree that you have relied on your own investigation of the business, financial and/or other position of the Company in deciding to participate in the Placing (and in making any resulting investment);

9. represent and warrant that you (and/or any beneficial owner on whose behalf you are making a subscription) are entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to you (and/or such beneficial owner) and that you (and/or such beneficial owner) have fully observed such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities;

10. represent and warrant that you are, or at the time the Placing Shares are acquired that you will be, the beneficial owner of such Placing Shares, and that you are not a resident of Canada, Australia, Japan, the Republic of South Africa or New Zealand, and/or that the beneficial owner of such Placing Shares is not a resident of Canada, Australia, Japan, the Republic of South Africa or New Zealand;

11. acknowledge that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada, Australia, Japan, the Republic of South Africa or New Zealand and that you will not will not offer, sell, pledge, deliver or otherwise transfer, directly or indirectly, the Placing Shares in or into those jurisdictions except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities legislation (and in the case of the United States, in accordance with any additional restrictions set out in the representations, warranties and agreements in this Appendix);

10. acknowledge that where you are subscribing for Placing Shares for one or more managed accounts, you represent and warrant that you are authorised in writing by each managed account (a) to subscribe for the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties and agreements in this Appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to you by Canaccord, as the case may be. You agree to indemnify and hold the Company, Canaccord and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations and warranties in this paragraph 10. You agree that the provisions of this paragraph 10 shall survive the resale of the Placing Shares by or on behalf of the managed accounts;

12. undertake to pay any capital duty, stamp duty or stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other similar duties or taxes payable or otherwise required to be paid in respect of the allotment, issue, delivery or transfer of the Placing Shares or any interest therein to or by you, or the acquisition or disposal of, or in connection with any agreement to subscribe or for the allotment, issue, delivery or transfer of, the Placing Shares or any interest therein to you or by you pursuant to or as a result of the arrangements contemplated by the Placing Agreement or this Appendix or the announcement of which it forms part or in connection with the issue, execution or delivery of the Placing Agreement or this Appendix or the announcement of which it forms part and any interest or penalties payable in respect thereof and to indemnify (on an after tax basis) and hold harmless Canaccord, the Company and their respective agents to the extent that Canaccord and/or the Company pay or are or become liable to pay any amount in respect of such duties and taxes. References in this paragraph 11 to Placing Shares include any interest in, or rights to allotment of, or rights to subscribe for or options to subscribe, Placing Shares. Canaccord shall not be liable to pay any amount pursuant to this paragraph 11;

13. represent and warrant that:

(i) you are aware of and have complied with your obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007 (the "Regulations") and, if you are making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by you to verify the identity of the third party as required by the Regulations; and

(ii) you and any person acting on your behalf have complied and will comply with, and have not breached and will not breach, any and all applicable provisions of FSMA with respect to anything done by you or such person in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

14. represent and warrant that if you are in a member state of the European Economic Area you are a Qualified Investor within the meaning of the Prospectus Directive;

15. represent and warrant that if you are in the United Kingdom you are a Qualified Investor within the meaning of the Prospectus Directive and a person (1) who has professional experience in matters relating to investments and fall within article 19(5) (investment professionals) of the Order, or (2) who falls within article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Order, and you undertake that you will acquire, hold, manage or dispose of any Placing Shares that are allocated to you for the purposes of your business;

16. represent and warrant that you have not offered or sold and as part of the distribution of the Placing shares, will not offer or sell any Placing Shares to persons in the United Kingdom except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within section 85(1) of FSMA;

17. represent and warrant that you have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

18. represent and warrant that as far as you are aware you are not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

19. represent and warrant that you and any person acting on your behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions and have all necessary capacity and have obtained all necessary consents and authorities to enable you and such person to commit to this participation in the Placing and to perform your and such person's obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations;

20. undertake that you and any person acting on your behalf will pay for the Placing Shares allocated to you in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord may in its absolute discretion determine and without liability to such Placee;

21. acknowledge that participation in the Placing is on the basis that you are not and will not be a client of Canaccord for the purposes of the Placing and Canaccord has no duties or responsibilities to you for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement;

22. undertake that the person whom you specify for registration as holder of the Placing Shares will be (a) you, or (b) your nominee, as the case may be. Neither the Placing Agent nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. You and any person acting on your behalf agrees to subscribe on the basis that the Placing Shares will be allocated to a stock account of or Canaccord who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions;

23. acknowledge that any agreements entered into by you pursuant to these terms and conditions shall be governed by and construed in all respects in accordance with the laws of England and you submit (on behalf of yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, provided that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Canaccord in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

24. acknowledge that time shall be of the essence as regards obligations pursuant to this Appendix to the announcement;

25. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represent and warrant that the Placing Shares purchased by you in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the prior consent of the Placing Agent has been given to the offer or resale;

26. understand that until 40 days after the commencement of the Placing, an offer or sale of the Placing Shares into or within the United States by a dealer, whether or not such dealer is participating in this offering, may violate the registration and prospectus delivery requirements of the Securities Act if such offer or sale is not made in accordance with Rule 144A under the Securities Act; and

27. acknowledge, represent and agree with the Company and the Placing Agent as follows (a) you are aware that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States; (b) unless you are making the representations set forth in (a) through (h) below, you are not a U.S. Person and are acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S; and (c) you will not offer, sell, pledge or transfer any Placing Shares, except in accordance with the Securities Act and any applicable laws of any state of the United States and any other jurisdiction.

Each subscriber of Placing Shares who is in the United States or is a U.S. Person (as defined in Rule 902 under the Securities Act) will be deemed to have acknowledged, represented to and agreed with the Company and the Placing Agent as follows:

(a) the subscriber (1) is acquiring the Placing Shares in an off shore transaction that meets the requirements of Regulation S and is a QP or (2)(x)is an Accredited Investor (who is also a QP); (y) is acquiring the Placing Shares for its own account or the account of an Accredited Investor (who is also a QP); and (z) is aware, and each beneficial owner of such Placing Shares has been advised, that the issue or sale to it is being made in reliance on Rule 144A or another available exemption from registration;

(b) for so long as any of the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it shall not resell or otherwise transfer any of the Placing Shares except (1) to the Company or any of its affiliates; (2) in an offshore transaction in accordance with Regulation S in a manner that does not require the Company to register as an investment company under the Investment Company Act; (3) inside the United States in accordance with Rule 144A to a person whom the seller reasonably believes is a QIB that is also an IAI purchasing such Placing Shares for its own account or for the account of a QIB who is also an IAI to whom notice is given that the offer, sale or transfer is being made in reliance on an exemption from registration under the Securities Act, and in each case to a person who is a QP; or (4) pursuant to an effective registration under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States;

(c) it understands that no representation has been, or will be, made by the Company as to the availability of Rule 144 under the Securities Act or any other exemption under the Securities Act or any State securities laws for the reoffer, pledge or transfer of the Placing Shares;

(d) it agrees that it will give to each person to whom it transfers the Placing Shares notice of any restrictions on transfer of the Placing Shares;

(e) it understands that its certificated Placing Shares (if any) will bear a legend substantially to the following effect, until the expiration of the applicable holding period with respect to the Placing Shares set forth in Rule 144 under the Securities Act:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREBY, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MWANA AFRICA PLC THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MWANA AFRICA PLC AND ITS AFFILIATES, (B) OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND APPLICABLE FOREIGN LAWS AND IN A MANNER THAT DOES NOT REQUIRE THE COMPANY TO REGISTER AS AN INVESTMENT COMPANY UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") (C) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB") WHO IS ALSO AN "INSTITUTIONAL ACCREDITED INVESTORS" ("IAI") (AS DEFINED IN RULE 501 (A) (1), (2), (3) OR (7) OF REGULATION D ("REGULATION D") UNDER THE SECURITIES ACT) , A QUALIFIED PURCHASER (A "QP") AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT, AS AMENDED (THE "INVESTMENT COMPANY ACT"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs WHO ARE (i) QPs AND (ii) IAIs WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES. THE HOLDER FURTHER AGREES THAT THE ORDINARY SHARES ARE ''RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT AND THAT IT WILL NOT DEPOSIT SUCH SECURITIES INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARE OF MWANA AFRICA PLC ESTABLISHED OR MAINTAINED BY A DEPOSITARY PLACING AGENT."

 (f) it acknowledges that the Placing Shares (whether in physical, certificated form or in uncertificated form held in CREST) are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, are being offered and sold in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares. The acquirer understands that the Placing Shares may not be deposited into any unrestricted depositary receipt facility in respect of Placing Shares established or maintained by a depositary Placing Agent;

(g) it understands that any offer, sale, pledge or other transfer of the Placing Shares made other than in compliance with above-mentioned restrictions may not be recognised by the Company;

(h) it understands that the Company is not, and does not propose to be, registered as an investment company under the Investment Company Act and the rules thereunder.

Each subscriber of Placing Shares will be deemed to acknowledge that the Company, the Placing Agent and their Affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements and agrees that if any of the representations or agreements deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Placing Agent and the initial subscribers. If it is acquiring Placing Shares as a fiduciary or agent for one or more investor account, it represents that it has sole investment decision with respect to each account and it has full power to make the foregoing representations and agreements on behalf of each account.

You agree to indemnify and hold harmless the Company and the Placing Agent from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by you (or any person on whose behalf you are acting) of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agree that the provisions of this Appendix shall survive after completion of the Placing.

General

This Appendix and the announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company.

Canaccord is acting for Mwana Africa PLC and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to its clients, or for providing advice in relation to the Placing and/or any other matter referred to in this announcement (including the Appendices to this announcement).

You and any person acting on your behalf acknowledge that the Placing Agent does not owe any fiduciary or other duties to you in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

You and any person acting on your behalf acknowledge and agree that the Placing Agent or any of its affiliates may (at their absolute discretion) agree to become a Placee in respect of some (or all) of the Placing Shares.

When you or any person acting on your behalf is dealing with Canaccord any money held in an account with the Placing Agent on your behalf will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. You acknowledge that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Placing Agent's money in accordance with the client money rules and will be used by the Placing Agent in the course of its own business; and you will rank only as a general creditor of the Placing Agent.

APPENDIX B

DEFINITIONS

In addition to those terms otherwise defined in this Announcement:

"Admission" means admission by the London Stock Exchange of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"Affiliate" shall have the meaning given to that term in Rule 405 under the Securities Act;

"AIM" means the AIM Market operated by the London Stock Exchange;

"AIM Rules" means the current rules published by the London Stock Exchange applicable to companies with a class of listed securities admitted to trading on AIM;

"Placing Agent" means Canaccord;

"Bookbuilding Process" means the institutional bookbuilding process to be undertaken by the Placing Agent as part of the Placing to determine the Placing Price;

"Canaccord" means Canaccord Adams Limited;

"Company" means Mwana Africa PLC;

"FSA" means the Financial Services Authority;

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

"Group" means the Company and its subsidiary undertakings including, where the context requires, any one or more of such companies;

"IAI" mean "institutional accredited investors" as defined in Rule 501 (a) (1), (2), (3) or (7) of Regulation D under the Securities Act;

"Investment Company Act" means the United States Securities Act of 1940, as amended;

 "London Stock Exchange" means London Stock Exchange plc;

"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended);

"Ordinary Shares" means ordinary shares of 10 pence each in the share capital of the Company;

"Placees" means the placees procured by the Placing Agent pursuant to the Placing Agreement which may include QIBs in the United States;

"Placing" means the placing of the Placing Shares with Placees to be effected by the Placing Agent on the terms and subject to the conditions set out in the Placing Agreement;

"Placing Agreement" means the agreement entered into on the date of this announcement by Canaccord and the Company in relation to the Placing;

"Placing Price" means 10 pence per Placing Share;

"Placing Results Announcement" means the press announcement giving details of the results of the Placing;

"Placing Shares" means the Ordinary Shares proposed to be issued pursuant to the Placing;

"Prospectus Directive" means Directive 2003/71/EC;

"QIBs" means "qualified institutional buyers" as defined in Rule 144A under the Securities Act;

"Qualified Investors" means "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive;

"QPs" means "qualified purchasers" as that term is defined in Section 2(a)(51) under such act;

"Securities Act" means the United States Securities Act of 1933, as amended; and

"U.S. Person" has meaning assigned to it in Rule 902 of Regulation S of the Securities Act.