notice of general meeting (kalahari minerals)

KAH calls GM to approve raising of more capital and to issue their Directors and Consultants more options.

Regards

Steve


Notice of General Meeting (Kalahari Minerals)

TIDMKAH

RNS Number : 7159T
Kalahari Minerals PLC
11 June 2009

?
Kalahari Minerals plc / Ticker: KAH / Index: AIM / Sector: Mining & Exploration
11th June 2009
Kalahari Minerals plc ('Kalahari' or 'the Company')
Notice of General Meeting

Kalahari Minerals plc, the AIM listed mining exploration and evaluation group
with a portfolio of uranium, copper and base metal interests in Namibia, hereby
announces that a circular containing a notice of general meeting will be sent to
shareholders of the Company today (the "Circular") convening a general meeting
of the Company to be held at Lawrence Graham LLP, 4 More London Riverside,
London SE1 2AU, on 2 July 2009 at 10.00 a.m (the "General Meeting"). The purpose
of the General Meeting is to seek shareholder consent for an increase in
issuance authorities.

The Company announced on 1 May 2009 that it had conditionally raised GBP17.89
million (before expenses) by way of a placing of new ordinary shares of 1 pence
each (the "Placing Shares") at a placing price of GBP1 per Placing Share (the
"Placing").The Placing was conditional upon the passing of resolutions at
the Company's Annual General Meeting held on 12 May 2009 (the "AGM") which
granted the Directors authority to allot such number of shares and disapply
pre-emption rights. All resolutions were passed at the AGM and the Placing
Shares were admitted to trading on AIM on 15 May 2009.

Following the issue of the Placing Shares the Company has exhausted nearly all
of the authority granted at the AGM in relation to the general disapplication of
pre-emption rights. Accordingly, in substitution for all previous authorities
granted at the AGM, the Company is seeking, pursuant to section 80 of the
Companies Act 1985 (the "Act") Shareholders' consent to the renewal of, and an
increase, in the general authority to issue 65,622,974 ordinary shares of 1
pence each in the Company (the "Ordinary Shares") and/or other securities and
pursuant to section 95 of the Act, to disapply pre-emption rights in relation to
19,686,892 Ordinary Shares and/or other securities.

In addition, the Company is also seeking shareholder authority in relation to
the allotment of specific securities and the disapplication of
pre-emption rights which would otherwise apply on allotment of such securities.
As announced on 1 May 2009, the Company has agreed to issue its
brokers, Ambrian Partners Limited and Mirabaud Securities LLP warrants to each
subscribe for 447,250 Ordinary Shares in the Company, at a subscription price of
GBP1 per Ordinary Share (the "Warrants") as part consideration for carrying out
the Placing.The Warrants will be granted upon the Company obtaining authority
from its Shareholders, under the Act, to allow the Directors to allot
the Warrants and to disapply statutory pre-emption rights which would otherwise
apply.

Following a recommendation by the Company's remuneration committee, the Company
also intends to grant the Directors and certain consultants to the Company a
total of 3,900,000 options (the "Options") under the "Unapproved Share Option
Plan for Key Individuals" which was adopted by the Company at the Company's
annual general meeting held on 26 June 2007 (the "Share Option Scheme").
However, in order to grant the Options Shareholder's authority is again
required under section 80 and section 95 of the Act.

The Options granted to each Director and/or consultant will vest in the
following manner: 30% on the date of grant; 25% on the first
anniversary following the date of grant; a further 25% on the second anniversary
following the date of grant; and the final 20% on the third anniversary. All
Options will lapse on the fifth anniversary following the date of grant. In
accordance with the rules of the Share Option Scheme the exercise price for
the Options will be the higher of the nominal value of the Ordinary Shares and
the average closing mid-market price of the Ordinary Shares for the three days
immediately preceding the date of grant.

It is intended that any such Options granted to the Directors will be granted
immediately following the passing of the relevant resolutions at the General
Meeting. If all such Options were exercised immediately on grant, such Options
would represent 1.98% of the current issued share capital as at today's date.

The Directors consider that the resolutions to be proposed at the General
Meeting (the "Resolutions") are in the best interests of the Company and its
Shareholders as a whole and accordingly recommend that Shareholders vote in
favour of the Resolutions, as they intend to do in respect of their own legal
and/or beneficial shareholdings, amounting in aggregate to 5,507,262 Ordinary
Shares (representing approximately 2.8% of the current issued share capital of
the Company).

The Circular containing the notice of the General Meeting will be posted to
shareholders today and is also available on the Company's website,
www.kalahari-minerals.com.


* * ENDS * *