Conditional Resignation of Director

North River Resources plc / Ticker: NRRP / Index: AIM / Sector: Mining

18 June 2014

North River Resources plc

("North River" or the "Company")

Conditional Resignation of Director

North River Resources plc announces that Mr Zhiping Yu has conditionally resigned as a director of the Company. Mr Zhiping was appointed as a representative of Taurus Mineral Limited ("Taurus Mineral"), which is interested in 19.7 per cent of the Company's issued share capital. At the forthcoming AGM, a resolution will be put before shareholders to re-elect Mr Zuyuan He, Chairman and also a representative of Taurus Mineral (who retires by rotation in accordance with the Articles of Association of the Company). Mr Yu's resignation is conditional on the outcome of the resolution to re-elect Mr He.

Accordingly, if the resolution is passed, Mr Yu will resign, and if the resolution is not passed, the Company has agreed to re-appoint Mr He and Mr Yu will resign as a condition to such reappointment.

The Company has received an irrevocable undertaking to vote in favour of all of the resolutions to be proposed at the AGM from Taurus Mineral in respect of its 19.7% interest in the Company. Each of Martin French (Chief Executive), Brett Richards (Non-executive Director) and Mark Thompson (Non-executive Director) have issued, in favour of Taurus Mineral, an irrevocable undertaking to vote in favour of all of the resolutions to be proposed at the AGM in respect of their interests in the Company, which total 141,452,395 ordinary shares of £0.002 each representing an additional [10.47] per cent of the issued share capital.

The independent directors, being Martin French, Brett Richards and Mark Thompson, for the purposes of the resolution to re-elect Mr He, firmly believe that the best interests of the Company are served by Mr He remaining on the board and recommend all shareholders to vote in favour of all of the resolutions at the AGM.

**ENDS**

[1] *Taurus Mineral Limited's stake is held through Kalahari Gold Limited (245,000,000 shares) and Kalahari Diamonds Limited (21,666,667 shares), both of which are 100% owned by Extract Resources Limited, which in turn is 100% owned by Taurus Mineral Limited

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