Schedule 1 - Ambrian Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Ambrian plc ("Ambrian", the "Company" or, together with its subsidiaries, the "Ambrian Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

6th Floor

62-64 Cornhill

London

EC3V 3NH

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.ambrian.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Ambrian is a London-based international metal trading business whose activities are focused on the physical trading of LME base metals - principally copper and also lead, zinc and aluminium. These are mainly sourced in China, Africa, Russia and India and sold to customers in Middle East, China and East Asia. The Company currently employs 33 people in London, Shanghai, Taiwan and Singapore.

Pursuant to the Acquisition (as defined in the Admission Document), which constitutes a reverse takeover for the purpose of Rule 14 of the AIM Rules for Companies, Ambrian will acquire an interest in Cimentos de Beira Limitada ("CdB"), which is engaged in the development of a clinker grinding and cement packing operation in Beira, Mozambique with an expected installed capacity of 110 tonnes per hour or approximately 800,000 tons per annum.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

111,361,209 ordinary shares of £0.10 each of which 4,500,059 will be held in treasury

Note: A total of up to 194,142,046 further ordinary shares may be issued to CGM Shareholders in consideration for the Acquisition (both terms as defined in the Admission Document).

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on admission.

Market capitalisation was £9.47 million as at close of business on 18 February 2015.

Assuming all additional ordinary shares referred to above are issued in consideration for the Acquisition, the implied market capitalisation is £25.97 million (based on the Ambrian share price at close of business on 18 February 2015).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

38.69%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors

Kevin John Lyon

Chairman *

John Michael Coles

Chief Financial Officer

Roger Francis Clegg

Chief Operating Officer

Edward Hammond Rivers Marlow

Non-Executive Director

Nicolas Francois Marie Rouveyre

Non-Executive Director

Proposed Directors

Robert Fredrik Martin Adair

Chairman **

Jean-Pierre Conrad

Chief Executive Officer **

(* Non-Executive Director effective from Completion)

(** Effective from Completion)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Significant Shareholders prior to Admission

Name

Number of Shares

% of Issued Share Capital

CGM Schweiz

31,941,354

29.89%

Kestrel Opportunities

14,119,485

13.21%

Charles Davies

13,461,599

12.60%

Ambrian Capital PLC Trustees

6,259,046

5.86%

Church House Investments

5,000,000

4.68%

Fidelity Investments

4,491,423

4.20%

Significant Shareholders following Admission

Name

Number of Shares

% of Issued Share Capital

Kestrel Opportunities

14,119,485

13.21%

Charles Davies

13,461,599

12.60%

CGM Schweiz

9,584,466

8.97%

Cael Engineering Limited

7,925,409

7.42%

Nicolas Rouveyre

7,925,409

7.42%

Ambrian Capital PLC Trustees

6,259,046

5.86%

Jean-Pierre Conrad

5,106,070

4.78%

Church House Investments

5,000,000

4.68%

Fidelity Investments

4,491,423

4.20%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2014

(iii) 30 June 2015 (annual report for the 12 months ended 31 December 2014)

30 September 2015 (half-yearly report for the 6 months ended 30 June 2015)

30 June 2016 (annual report for the 12 months ended 31 December 2015)

EXPECTED ADMISSION DATE:

18 March 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

66 Hanover Street

Edinburgh EH2 1EL

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

66 Hanover Street

Edinburgh EH2 1EL

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.ambrian.com

The Admission Document contains full details about Ambrian plc and its securities.

DATE OF NOTIFICATION:

25 February 2015

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