Trading Update

8th May 2015

Weatherly International Plc

("Weatherly" or the "Company")

 Trading Update, Equity subscription from Orion Mine Finance,

Management Changes and Restoration to Trading on AIM

Weatherly today announces an update on its third quarter's trading (period ending March 2015), equity subscription from Orion Mine Finance (Master) Fund I LP, management and board changes and the restoration of its trading to AIM.

Highlights

· Tschudi

o First Copper produced on 16 February

o 692 tonnes produced in March

o Cathode consistently better than 99.99 per cent copper

o Processing strategy agreed for the leached cap which had negatively impacted copper recoveries and acid consumption

· Central Operations

o 1,050 tonnes of copper produced at a cost of US$7,763 per tonne

· A total of 1,822 tonnes of copper produced in the quarter of which 1,172 tonnes (64 per cent.) was produced in the month of March.

· Subscription with Orion Mine Finance (Master) Fund I LP ("Orion Mine Finance" or "Orion"), via cashbox, for approximately US$5.2 million.

· Rod Webster to stand down as CEO effective 30 June 2015. Craig Thomas, current COO to take up role as CEO effective 30 June 2015.

· Restoration of trading on AIM at 7.30am on 11 May 2015

Operations Update - Tschudi

Production results for the third quarter of the financial year 2015

The Tschudi mine and plant became fully operational during the quarter. The crushing and stacking section was commissioned in January followed by the commencement of leaching which culminated in the first copper cathode being stripped on 16 February 2015.

An initial 80 tonnes of copper cathode was stripped in February increasing to 692 tonnes in the month of March. This further increased to 813 tonnes of copper cathode stripped in April.

No sales were recorded in the quarter as sufficient lots were required to be put together for bulk transportation. Following the quarter end, shipping of copper cathode commenced in April with 970 tonnes delivered during the month at a weighted average price of US$5,731 per tonne copper. Cathode quality has consistently met London Metal Exchange requirements (for grade 1 cathode) of better than 99.99 per cent. copper from the outset.

As described in the Company's announcement of 18 March 2015, initial production from the uppermost part of the Tschudi orebody was negatively impacted by underestimation of the extent of a leached cap containing significant carbonate and clay content as well as partly refractory copper oxides. This resulted in lower and slower copper recoveries than anticipated, as well as higher than expected acid consumption in the heap leach. The Company has now undertaken considerable work to define the extent of this material and to optimise the processing strategy for it.

Management has confirmed that this material is confined to the western part of the deposit, within approximately 30 metres of the surface; and even within this zone, harder more competent rock types present fewer processing issues compared to the more clay rich units. Customary grade control activities in the open pit determine whether this material may be processed or stockpiled for later blending. In order to further understand how these start-up issues arose, Weatherly will conduct a review of the project's development history.

Mining in the western part of the orebody (pits 1 & 2) has already reached greater than 30 metres depth and with future mining progressing to the east (pit 3) so the impact of this problematic material on ongoing operations will be limited. The Company has undertaken a mining optimisation plan which includes accelerating mining during 2015 and 2016 to ensure a sufficient supply of ore to support the plant's designed level of copper output of 17,000 tonnes per annum (tpa). The additional mining volumes will increase the Company's operating costs during this period however management has been successful in negotiating a 7.5 per cent. discount to current rates on the additional mined volumes with the mining contractor, Basil Read.

Aside from the ore related issues in the heap leaching noted above, the processing plant, which was built both ahead of time and within the original feasibility budget, has performed to expectations since commissioning. Based on comprehensive commissioning trials prior to handover it is expected to comfortably accommodate production at the design capacity of 17,000tpa of cathode once there is sufficient material in the heap leach.

As a result of the issues detailed previously, the initial ramp up in production will continue to be constrained in the current quarter while the mining rate increases and the amount of stacked ore under leach reaches the required levels. The Company expects to achieve 70 per cent. of design capacity (1,000 tonnes per month (tpm)) in the third quarter of (CY) 2015 and design capacity (1,400tpm) by the last quarter of (CY) 2015. The revised target for the full (CY) 2015 is now 10,000t of cathode.

Operations Update - Central Operations

Production results for the third quarter of the financial year 2015

During the quarter, the Company produced 1,050 tonnes of copper at a cost of US$7,763 per tonne. The company delivered 4,659 tonnes of concentrate (988 tonnes of copper) to metal trader Louis Dreyfus at a weighted average price of US$5,910 per tonne copper (US$ 2.68 per pound).

Central Operations has had a difficult first two months to the quarter during which time work concentrated on waste development to access the new working areas at Otjihase. While the Central Operations was loss-making for the quarter, March was break-even. Operational performance in April (487 tonnes of contained copper produced) has matched the March performance. Central Operations is expected to operate on a broadly break-even basis at these levels of production and at current copper prices.

The Company continues to look at ways in which Central Operations can be recapitalised in order to fully realise the potential of the underground mines and processing capability.

Financial

The combination of factors affecting revenue during the ramp up period has put the Company at the limits of its available funding. The key factors were the copper price, the slow ramp up resulting from the technical issues detailed above and losses incurred by Central Operations in January and February.

As per the Company's announcement of 18 March 2015, the Company has now fully drawn down on Tranche B (US$80 million) of its debt facility with Orion. The amortisation of Tranche B is scheduled to commence in November 2015. The Company has not drawn down on Tranche C (US$8 million project overrun facility) and the Company's cash reserves have been used to fund the current working capital shortfall while discussions with Orion progressed. The Company's cash reserves were US$6.3 million as at 31 March 2015.

While drawing down on Tranche C (a facility of US$8 million in total) with Orion would in isolation have resolved the Company's immediate funding requirement at Tschudi, it was felt that, without an increase in copper price, such a drawdown would simply put further pressure on an already tight debt repayment schedule. Discussions between the Company and Orion have consequently led to agreement of an equity subscription from Orion. Whilst formally uncommitted at the current time, pricing of any advance with respect to Tranche C would be agreed between Orion and Weatherly at the time of such request. Weatherly currently understands that this would likely be at a material premium to the pricing of Tranche B which is at LIBOR (quarterly adjusting, subject to a minimum of 2%) plus a margin of 7% per annum.

In summary, the Company and Orion have agreed that:

· Orion will subscribe for 171,889,461 ordinary shares (the "Subscription Shares") in the Company at a subscription price of 2p per ordinary share for approximately £3.44 million (being approximately US$5.2 million), approximately 18.1 per cent. of the enlarged issued share capital of the Company following issue of the Subscription Shares;

· Orion has committed to subscribe, subject to Weatherly shareholder consent, for a further US$2.8 million of a subsequent equity subscription as part of a proposed placing to be effected by the Company in the coming weeks which will be offered at the same price as the Subscription;

· Orion at its sole election may subscribe for a further US$2.5 million in the above placement, at the Placing Price subject to the proviso that its shareholding will not exceed 29.9 per cent. of the Company's enlarged issued share capital; and

· the facility agreement now provides for Tranche C to be made available at Orion's discretion; any Tranche C loan, if made, will provide for working capital support beyond the approximately US$8 million equity committed above. Should the proposed placing not be approved by the Company's shareholders, then Weatherly will be required to obtain Orion's consent to drawdown equivalent sums under Tranche C and incur the servicing costs of this.

Additionally, as part of the proposed placing, the Company has obtained subscription commitments for a further 22,277,832 ordinary shares at a price of 2p per ordinary share for approximately £0.46 million (being approximately US$0.69 million) subject to Weatherly shareholder approval. Weatherly's current largest shareholder, Logiman CC ("Logiman"), has committed to subscribe for a further 16,527,832 ordinary shares at a price of 2p per ordinary share for approximately £0.33 (being approximately US$0.5 million).

With the additional equity support from Orion and the further placees, as well as the Orion debt facilities, it is expected that Tschudi's working capital requirements through the ramping up of production will be met, as well as meeting the Group's working capital requirements. However, there can be no certainty that should copper prices deteriorate further or should there be any further delays to the Tschudi ramp-up, then there may be a requirement for further working capital by the group. Management continue to review the Group's financial situation and the level of debt service. 

Management and Board Changes

Rod Webster will be retiring as CEO of the company effective 30 June 2015 and returning to Australia. He will continue to work with the Company as a non-executive director as Tschudi builds to its full operational performance during 2015 and in a development role. 

Craig Thomas, currently COO, will be appointed Chief Executive Officer and will take up his CEO duties when Mr Webster retires. Craig is a mining engineer with over 25 years of operational experience in Australia, Botswana and Papua New Guinea. During this time he has played key leadership roles in the development, start-up and management of several underground and open pit mines. He has been with the company for five years and will continue to be based in Namibia. 

The company has recently appointed Jason Keily as General Manager Central Operations. Jason is a mining engineer, Graduate of the University of South Australia with over 25 years' experience in the industry including roles as general manager of copper mines in Australia and consulting in New Guinea. An appointment will be made shortly for a General Manager at Tschudi, where the senior operational management team is fully in place.  

It is Orion's and Logiman's intention to take up their rights (as set out below) to each nominate a director to the board of the Company. 

John Bryant, Chairman of Weatherly, said: "Rod Webster has taken Weatherly from its initial listing and its Zambian copper prospects through the acquisition of the Namibian assets. These have been restructured to leave the Company focusing on its copper operations."

"The on time and under budget completion of the construction of the Tschudi project is a tribute to Rod's skill and tenacity at getting a significant new project financed and built in what have proved to be increasingly difficult market conditions. He stands down leaving the company well positioned to benefit from any upturn in global copper prices."

Further Details on Subscription with Orion Mine Finance

The Subscription with Orion Mine Finance will be effected by way of a cash box subscription which means that the statutory pre-emption rights contained in section 561 of the Companies Act 2006 will not apply. The Subscription Shares will not be issued for cash and so are not required to be issued on a pre-emptive basis. The directors of Weatherly have considered that given the Company's immediate requirement to finance the working capital of Tschudi as well as the cost and delay in seeking shareholder approval, using a cash box is in the best interests of the Company and shareholders as a whole to effect this subscription.

Under the Subscription Agreement, Orion Mine Finance will, for so long as they have not less than 10 per cent. of the Company's issued share capital, have the right to nominate one director to the board of directors of the Company.

The issue of the Subscription Shares is to be effected by way of a cashbox Subscription which works in the following manner. Orion Mine Finance has formed a new subsidiary ("Newco") incorporated in England and Wales. Orion Mine Finance has subscribed US$5.2 million into the NewCo in exchange for new shares in NewCo ("NewCo Shares"). The Company will allot and issue the Subscription Shares to Orion Mine Finance in consideration of Orion Mine Finance transferring the Newco Shares to the Company. Accordingly, instead of receiving cash as consideration for the issue of the Subscription Shares, the Company will own the entire issued share capital of Newco (being the NewCo Shares), whose only asset will be its cash reserves, which will represent an amount equivalent to the net proceeds of the Subscription.

The Subscription proceeds are expected to be received by no later than 8 May 2015.

The net proceeds of the Subscription will be used to fund the working capital requirements of Tschudi.

The Company and Orion have contemporaneously entered into an Amendment and Restatement Agreement in relation to the original facility agreement to formally document a number of changes and amendments that have been agreed since the original date of the facility agreement and new security documentation to bring Newco within the scope of the security package held by Orion.

Subscription from Logiman

Under the Logiman Subscription Letter, Logiman will, for so long as they have not less than 10 per cent. of the Company's issued share capital, have the right to nominate one director to the board of directors of the Company. Logiman have also been granted a contractual pre-emptive right to enable Logiman to maintain their percentage interest in the issued share capital of the Company irrespective of future placings and other non-pre-emptive share issues by the Company (subject to the exercise of such right at the price at which such future share issue may be effected).

The participation of Logiman in the proposed placing of 16,527,832 new Ordinary Shares constitutes a related party transaction under the AIM Rules for Companies by virtue of Logiman being a substantial shareholder in the Company. The directors of Weatherly consider, having consulted with RFC Ambrian, its nominated adviser, that the terms of the Logiman subscription are fair and reasonable in so far as its shareholders are concerned.

Re-admission to trading on AIM

With ongoing financial support from the Company's major financier, Orion Mine Finance, having been re-affirmed, the board of Weatherly has sought the restoration of trading on AIM of the Ordinary Shares. The trading of Ordinary Shares on AIM is scheduled to recommence at 7.30am on 11 May 2015.

Admission of Subscription Shares

The Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares, including as to the right to receive and retain all dividends and other distributions declared after Admission.

Application has been made to the London Stock Exchange for Admission of the Subscription Shares. It is expected that Admission will become effective and that dealings in the Subscription Shares will commence at 8:00 a.m. (London time) on 8 May 2015.

Following Admission of the Subscription Shares, the issued share capital of the Company will be 949,136,471 ordinary shares of 0.5 pence each in the capital of the Company.

For further information please contact:

Weatherly International Plc +44 (0) 20 7936 9910

Rod Webster, Chief Executive Officer

Kevin Ellis, CFO and Company Secretary

RFC Ambrian Limited +44 (0) 20 3440 6800

(Nominated Adviser & Broker)

Samantha Harrison / John van Eeghen

Finncap +44 (0) 20 7220 0500

(Joint Broker)

Christopher Raggett

Blytheweigh +44 (0) 20 7138 3204

(Financial PR)Tim Blythe / Camilla Horsfall / Megan Ray

Competent Persons Statement

This announcement and the geological information contained herein have been reviewed by Alan Stephens, an independent director of Weatherly, a graduate of the Royal School of Mines who has over 39 years of mining experience. He is a Fellow of the Society of Economic Geologists (US) and of the Institute of Materials, Minerals and Mining (UK). Mr. Stephens has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the type of activity which he is undertaking to qualify as a Competent Person as defined in the June 2009 Edition of the AIM Note for Mining and Oil & Gas Companies. Mr Stephens consents to the inclusion in the announcement of the geological information in the form and context in which it appears.

About Weatherly

Weatherly is an AIM listed copper mining company operating in Namibia in southern Africa. Its principal assets are two underground copper mines, Otjihase and Matchless, and a larger open pit called Tschudi which came on stream in the first quarter of calendar year 2015.

These assets will enable Weatherly to achieve its medium term goal of establishing a mining business capable of sustaining approximately 25,000 tonnes per annum of copper production.

The Company also has a 25 per cent. stake in the AIM listed company, China Africa Resources Plc (CAF), which is developing a lead/zinc mine called Berg Aukas also in Namibia.