Proposed transaction, Board and Adviser changes (6841E)

TIDMCHC

RNS Number : 6841E

Charles Street Capital PLC

11 April 2011

Charles Street Capital plc / EPIC: CHC / Market: AIM

11 April 2011

Charles Street Capital plc

('Charles Street' or 'the Company')

Heads of Terms Agreement to Acquire Precious and Base Metal Exploration Project in Bulgaria

Board Change

Change of Nominated Adviser and Broker

Charles Street Capital plc, the AIM listed natural resources investment company, is pleased to announce that it has signed a Heads of Terms Agreement ('the Agreement') to acquire Bulgarian Mining Resources Ltd ('BMR'), which owns the prospective 68.7 sq km Lehovo Precious and Base Metal Project ('Lehovo' or 'the Project') located within the Serbo-Macedonian Massifs in south-west Bulgaria. The potential acquisition of BMR, which is subject inter alia to due diligence and Shareholder approval, is for a consideration of GBP1,750,000 to be satisfied by the issue of 500,000,000 ordinary shares of 0.1 pence each in the Company.

Overview

-- Lehovo is an intermediate stage precious and base metal project with exposure to gold, silver, molybdenum, lead and zinc.

-- Three prospective targets currently defined for further exploration.

-- Lehovo project located in Bulgaria, an active mining and exploration district, which has benefitted from increased foreign investment over recent years.

-- Acquisition is in line with the Company's strategy to build a diverse portfolio of resource assets to maximise value for shareholders.

-- The Acquisition is subject inter alia to legal, technical and accounting due diligence and with compliance with the AIM reverse takeover rules.

Charles Street's Chairman Nicholas Lee said, "Bulgaria has an active mining industry and having reviewed the historical data available at Lehovo, we hope that the Agreement will pave the way for future growth in Charles Street. This proposed acquisition, if implemented, would help transform the Company into an exploration and development company with a first asset which has potential, in a recognised mining district."

Under the terms of the Agreement and subject to due diligence and certain other conditions, including shareholder approval, the proposed acquisition will constitute a Reverse Takeover under the AIM Rules.

Shareholders should note that pursuant to Rule 15 of the AIM Rules for Companies (the 'AIM Rules') the Company's shares will remain suspended from trading until the Company undertakes the reverse takeover envisaged under the Heads of Terms. In the event that this does not place by 10 June 2011 then trading of the Company's shares on AIM will be cancelled.

The Board will make further announcements as appropriate.

The Company also announces that Damian Conboy has resigned as a director with immediate effect to focus on his main role at Alecto Energy PLC. Greg Kuenzel will be primarily responsible for the proposed transaction and if the Acquisition is implemented, it is anticipated that further board changes will be made.

In addition, Charles Street Capital is pleased to announce that it has today appointed Beaumont Cornish Limited as Nominated Adviser and Broker to the Company with immediate effect.

**ENDS**

Enquiries:

For further information on the Company visit www.charlesstreetplc.com or contact:

Nicholas Lee, Charles Street Capital plc, Tel: [phone]

Greg Kuenzel, Charles Street Capital plc, Tel: [phone]

Roland Cornish, Beaumont Cornish Limited, Tel: [phone]

James Biddle, Beaumont Cornish Limited, Tel: [phone]

Hugo de Salis, St Brides Media & Finance Ltd, Tel: [phone]

Elisabeth Cowell, St Brides Media & Finance Ltd, Tel: [phone]

This information is provided by RNS

The company news service from the London Stock Exchange

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