Placing to Raise £2.16 million

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

African Consolidated Resources plc / Ticker: AFCR / Index:AIM/ Sector: Mining

African Consolidated Resources plc

('ACR' or the 'Company')

Placing to raise £2.16 million

African Consolidated Resources plc, the AIM-listed southern African focused resource development company, is pleased to announce that, further to the announcement on 29 August 2012 of its unaudited preliminary results for the year ended 31 March 2012 ("Preliminary Results"),  the Company has conditionally placed 108,021,500 new ordinary shares of 1 pence each ("Ordinary Shares") at a price of 2 pence per share (the 'Placing Shares') to raise gross proceeds of £2.16 million (approximately US$3.35 million) (the "Placing"). The Placing is not underwritten.

Placing Summary:

      ·   Conditional Placing of 108,021,500 Ordinary Shares at a price of 2 pence per Placing Share to raise gross proceeds of £2.16 million

·     Participation in the Placing by new and existing shareholders including Directors

·        Net proceeds to be used for working capital purposes and to progress towards the completion of the Pickstone Peerless Resource upgrade and the full transfer of ownership of Kalengwa to ACR

      ·       Company anticipates that further funding will be required in Q4 2012 in order for the Company to both continue operating as a going concern and develop its portfolio of high impact assets

·        Placing shares represent approximately 18.4 per cent. of the Company's enlarged issued ordinary share capital

The Company has updated its corporate presentation which will shortly be available on ACR's website: www.acrplc.com

Cash Position and Use of Proceeds

Sources of funds:	US$ 000's
Cash position as at 1 August 2012	460
Gross proceeds of the Placing	3,349
The Company also anticipate the imminent monetization of its commercial real-estate premises in Harare, the proceeds of which will be utilised for working capital purposes.

Use of funds:	US$ 000's
Deposit and associated commission to Euro African Kalengwa Mining Ltd  (vendor of Kalengwa mine) and associated costs	1,000
Completion of Pickstone and Peerless resource upgrade	100
Provision for third party costs on Pickstone BFS	50
Acquisition of tenements adjoining existing Gadzema licence	430
Deposit on further Kasempa exploration licence acquisition	75
Repayment of deposit on agreement no longer proceeding	120
Commission and expenses for this fundraising	150
Q4 roadshow for project and Company fundraising	50
The remaining available funds will be used by the Company for working capital purposes.

The Directors estimate that the net proceeds of the placing will be sufficient to fund the Company's near term liabilities and progress towards the completion of the Pickstone Peerless Resource upgrade and the full transfer of ownership of Kalengwa to ACR. It is anticipated that further funding will be required in Q4 2012 in order for the Company to both continue operating as a going concern and develop its portfolio of high impact assets.

In the event that the Company is unable to raise sufficient equity capital in Q4 2012, the Board will need to consider alternative sources of funding in order to continue trading as a going concern.

Directors' participation and shareholding

The Company has been notified that the following Directors have agreed to subscribe for, in aggregate, 1,537,500 Placing Shares at the Placing Price. Immediately after Admission, it is expected that the Directors will have the following beneficial shareholdings:

Director	Number of Placing Shares	Total number of Ordinary Shares held following Admission	Percentage of the enlarged issued share capital immediately following Admission
Roy Tucker	250,000	4,604,053	0.79
Julian Emery	287,500	454,200	0.08
Lloyd Manakore	250,000	250,000	0.04
Michael Kellow	500,000	4,285,696	0.73
Stuart Bottomley	250,000	7,626,000	1.30

The holdings shown in the table above do not include interests over Shares held through contracts with the Company's Employee Benefit Trust.

 Admission and Dealings

The Placing Shares will rank pari passu in all respects with the Company's existing ordinary shares in issue.

The Placing is also conditional on the admission of the Placing Shares to trading on AIM. Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission").  It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 4 September 2012. 

Following Admission, the total issued share capital of the Company will be 585,916,624 Ordinary Shares, all of which have voting rights. The Placing Shares will represent approximately 18.4 per cent. of the enlarged issued share capital of the Company.

 **ENDS**

For further information visit www.acrplc.com or please contact:

Roy Tucker	African Consolidated Resources plc	[phone]
Andrew Cranswick	African Consolidated Resources plc	[phone]
Andrew Godber	Panmure Gordon (UK) Limited	[phone]
Callum Stewart	Panmure Gordon (UK) Limited	[phone]
Adam James	Panmure Gordon (UK) Limited	[phone]
Hannah Woodley	Panmure Gordon (UK) Limited	[phone]
Susie Geliher	St Brides Media & Finance Ltd	[phone]

DISCLAIMER

Panmure Gordon (UK) Limited ("Panmure Gordon") which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser to the Company for the purpose of the AIM Rules and is acting exclusively for the Company in relation to the Placing. Panmure Gordon is not acting for any other person in connection with the matters referred to in this announcement and they will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for giving advice in relation to the matters referred to in this announcement.

This announcement has been issued by the Company and is the sole responsibility of the Company. 

This announcement does not constitute a prospectus relating to the Company and has not been approved by the UK Listing Authority, nor does it constitute or form any part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company under any circumstances, and in any jurisdiction, in which such offer or solicitation is unlawful.  Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent in or into or from the United States, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Australian or Japanese person and any person receiving this announcement, (including, without limitation, custodians, nominees and trustees) must not distribute or send it, in whole or in part, in or into or from the United States, Australia or Japan.

---

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: African Consolidated Resources Plc via Thomson Reuters ONE

HUG#1637501