Alexander Mining plc-Proposed Capital Re-Organisation and Notice of General Meeting

Alexander Mining plc (TSX VENTURE:AXD)(AIM:AXM) ("Alexander" or the "Company"),
the AIM-listed mineral processing technologies company, announces that it has
today posted to shareholders notice of a general meeting for approval of a
proposed capital re-organisation to be held at 11:00am on 14 June 2012, or
immediately following the conclusion of the AGM being held at 10.30 am, at the
East India Club, 16 St James's Square, London, SW1Y 4LH (the "General Meeting").



Background 

Alexander, in common with a multitude of other companies in the mining sector,
has been affected by the acutely challenging economic and market conditions. The
market value of the ordinary shares has fallen below their nominal value of 10
pence and, as a result, Alexander is precluded by the Companies Act 2006 (the
"Act") from issuing new shares at or around their current market value, meaning
that, if required, any realistic opportunity to raise equity finance is closed
to the Company. The Company may have a need to issue new shares, whether as part
of an equity fund-raising or as consideration for the acquisition of new assets,
as and when an opportunity may arise which may complement or enhance the
Company's business. To take advantage expeditiously of the opportunities that
may exist, the Board may be required to take a flexible approach to agreeing
transactions involving the issue of shares at less than the current nominal
value of 10 pence. In order to facilitate this, the Directors are seeking
shareholder approval for the proposed capital re-organisation. 


The Capital Re-organisation and New Articles of Association 

Under the proposed capital re-organisation each ordinary share of 10 pence each
("Existing Ordinary Share") on the register of members of the Company at 11.59
pm on 14 June 2012 (or such other time or date as the Board may determine) will
be divided into:


1 new ordinary share of 0.1 pence each ("New Ordinary Share"); and 

1 deferred share of 9.9 pence each ("Deferred Share"). 

(the "Capital Re-organisation") 

Therefore, following the Capital Re-organisation, the number of New Ordinary
Shares held by each existing shareholder will be the same as the number of
Existing Ordinary Shares held by them immediately before the Capital
Re-organisation. 


The New Ordinary Shares will have the same rights and benefits of the Existing
Ordinary Shares. The number of New Ordinary Shares in issue following the
Capital Re-organisation will be unchanged from the number of Existing Ordinary
Shares in issue immediately prior to the Capital Re-organisation. 


The Deferred Shares will not be admitted to trading on AIM, will have only very
limited rights on a return of capital and will be effectively valueless and
non-transferable. The Directors consider that the Deferred Shares will have no
effect on the respective economic interests of the Shareholders. No share
certificates will be issued for the Deferred Shares. It is currently intended
that, in due course, all the Deferred Shares will be re-purchased by the
Company, at its sole discretion, for an aggregate consideration of GBP 1 and
cancelled. For the same purpose, amended articles of association are proposed to
be adopted including the limited rights proposed for the Deferred Shares (the
"New Articles of Association"). 


Further, it is proposed that the article setting out the authorised share
capital be removed in the New Articles of Association as permitted under the
Act. The Directors will still be limited as to the number of shares they can at
any time allot because an allotment authority continues to be required under the
Act. 


In addition, shareholders will be asked to grant to the Directors replacement
authorities to issue New Ordinary Shares and to allot the same without applying
pre-emption rights in accordance with the Act, on the basis of the same number
of ordinary shares at the new nominal value as previously set out in the notice
of Annual General Meeting. 


Admission to trading on AIM 

Application will be made for the New Ordinary Shares to be admitted to trading
on AIM. Dealings in the Existing Ordinary Shares will cease at the close of
business on the date of the General Meeting and dealings in the New Ordinary
Shares are expected to commence at 8:00am on 15 June 2012, being the day
following the General Meeting. 


The ISIN and SEDOL numbers of the New Ordinary Shares will be the same as the
Existing Ordinary Shares and any share certificates for the Existing Ordinary
Shares will remain valid for the New Ordinary Shares. 


Recommendation and voting intentions 

A failure to obtain the requisite support of the shareholders at the General
Meeting would prevent the Company from proceeding with the Capital
Re-organisation which would therefore prohibit the Directors from issuing shares
at less than 10 pence per share. 


The Board considers that the proposals described are in the best interests of
the Company and of the shareholders as a whole. Accordingly, the Board
recommends that shareholders should vote in favour of the resolutions to be
proposed at the General Meeting. The Directors intend to vote in favour of the
resolutions in respect of their own beneficial holdings amounting to, in
aggregate, 10,906,000 Existing Ordinary Shares (representing 8.02 per cent of
the Existing Ordinary Shares). 


Availability of Documents 

A circular which sets out full details of the Capital Re-organisation (the
"Circular"), a form of proxy for shareholders and a copy of the Company's Annual
Accounts for the period ending 31 December 2011 have been sent to shareholders
today. 


Copies of the Circular, the form of proxy, the proposed New Articles of
Association and Annual Accounts are available on the Company's website at
www.alexandermining.com. Additional copies will be made available to the public,
free of charge, from the Company's registered office at 35 Piccadilly, London
W1J 0DW. 


Disclaimers 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement. 


This news release contains forward looking information, being statements and
information which are not historical facts, including discussions of future
plans and objectives. There can be no assurance that such statements and
information will prove accurate. Such statements and information are necessarily
based upon a number of estimates and assumptions that are subject to numerous
risks and uncertainties that could cause actual results and future events to
differ materially from those anticipated or projected. Important factors that
could cause actual results to differ materially from the Company's expectations
are in Company documents filed from time to time with the TSX Venture Exchange
and provincial securities regulators, most of which are available at
www.sedar.com. Although the Company does not anticipate any objection, the
Company is required under the rules of the TSX Venture Exchange to obtain TSX
Venture Exchange approval of the proposed Capital reorganisation. The Company
disclaims any intention or obligation to revise or update such statements and
information unless required by law.