Replacement Share Scheme & Grant of Options to

Bisichi

01/10/2012 13:34

BISICHI MINING PLC
                         ("Bisichi" or the "Company")

           Replacement Share Scheme and Grant of Options to Director

The Company announces that on 28 September 2012 the Remuneration Committee of
the Company adopted the rules of an Unapproved Executive Share Option Scheme
(the "2012 Share Option Scheme") in replacement of the Unapproved Executive
Share Option Scheme which was adopted on 15 June 1999 ("1999 Share Option
Scheme").

Existing options over ordinary shares in the Company of 10 pence each ("Options
") granted under the 1999 Share Option Scheme lapsed on 29 September 2012.
Replacement Options could not be granted under the 1999 Share Option Scheme as
the period for new grants under this scheme had expired. Accordingly, the
Remuneration Committee approved the adoption by the Company of the new 2012
Share Option Scheme with similar rules to the 1999 Share Option Scheme. Set out
at the end of this announcement is a summary of the principal differences
between the two schemes.

Grant of replacement Options to Andrew Heller

The only Options issued under the 1999 Share Option Scheme ("1999 Options")
that were still in existence on 29 September 2012 were as follows:

Recipient             Position         Number of 1999       Exercise price per
                                       Options              Ordinary Share

Andrew Heller         Managing         233,000              34p
                      Director

Following the adoption of the replacement 2012 Share Option Scheme, the Company
has granted the following Options under the 2012 Share Option Scheme to Andrew
Heller ("2012 Options"), the managing director of the Company, in replacement
for the 1999 Options set out above. The 2012 Options are exercisable at any
time during the next 10 years and are subject to the rules of the 2012 Share
Option Scheme.

Recipient    Position     Date of      Number of    Amount paid   Exercise
                          grant        2012 Options for grant of  price per
                                                    option        Ordinary
                                                                  Share

Andrew       Managing     1 October    233,000      Nil           34p
Heller       Director     2012

For further information contact:

Heather Curtis

Company Secretary, Bisichi Mining plc 020 7415 5030

Principal differences between the 2012 Share Option Scheme and the 1999 Share
Option Scheme

The 2012 Share Option Scheme has similar terms to the 1999 Share Option Scheme.
However certain amendments were necessary, in particular to ensure that the
replacement grants could operate as an extension of the 1999 Share Option
Scheme grants so far as possible. The principal amendments to the 1999 Share
Option Scheme are that:

  * Options can now be exercised under the 2012 Share Option Scheme before 3
    years after the date of grant;

  * Options can now be granted under the 2012 Share Option Scheme for less than
    the market value of the shares being put under option at the date of the
    grant;

  * there is no requirement for the Company to impose performance conditions in
    respect of any new grant under the 2012 Share Option Scheme. However, it is
    possible for the Company to impose performance criteria at the date of
    grant. No performance criteria were imposed in respect of the Options
    granted to Andrew Heller under the 1999 Share Option; and

  * the dilution limits in the 2012 Share Option Scheme have been simplified.
    Under the 2012 Share Option Scheme the number of ordinary shares in the
    Company which may be put under option on any day shall not, when aggregated
    with the number of ordinary shares put under option in the previous ten
    years under the 2012 Share Option Scheme and any other employees' share or
    share incentive scheme adopted by the Company, exceed ten per cent. of the
    ordinary shares in the Company in issue immediately prior to that day.

END