Notification of contracts to issue shares to di...

African Consolidated Resources plc / Ticker: AFCR / Index: AIM / Sector: Mining
                               30 September 2011
          African Consolidated Resources plc ('ACR' or the 'Company')
             Notification of contracts to issue shares to directors

African  Consolidated  Resources  plc,  the  AIM listed resource and development
company  focused on  Southern Africa,  announces that  it has  resolved to pay a
proportion  of monthly basic remuneration in respect of services of directors by
way  of the issue of  new ordinary shares of  1p each in the Company ('Shares').
 The  issue price for the Shares will be equal to the average mid-market closing
price  for the quarter  ending March, June,  September or December  prior to the
month for which the services were performed.

The  Company  has  also  agreed  to  issue 1,000,000 shares to Michael Kellow, a
director  of the Company (and ACR's Technical Director) as a bonus in connection
with  the significant progress  made in upgrading  the Company's resource at its
Gadzema Gold Project.

ACR  Executive Chairman, Roy Tucker, said, "The directors of ACR are of the firm
belief  that the  incentivisation of  staff and  management is  a key  factor in
growing  a successful business.  Following the  expiration of all options issued
to  the management team and directors since  the IPO, most without exercise as a
result  of  adverse  market  conditions,  no  options are currently in place for
directors and executives.

"By  paying a proportion of  directors' salaries through the  issue of shares in
the  Company, we are further  aligning the interests of  the Board with those of
our  other shareholders.  At the same time, it allows us to allocate more of our
healthy  cash balances to our highly exciting mineral appraisal activities which
continue  at pace, as we strive to create value for all our shareholders through
our investment in exploration."

Contracts  to Employee  Benefit Trust  and to  directors and  executives under a
Joint Ownership Agreement

The  Company has agreed with the African Consolidated Resources Employee Benefit
Trust  (the 'Trust') that the Trust  will subscribe for 15,500,000 Shares ('JSOS
Shares')  at a price  of 6p per Share  (the 'Subscription Price'). As previously
announced the Trust enables its trustee (the 'Trustee') to acquire shares in the
Company  and to  make interests  in those  shares available  for the  benefit of
current  and future employees of the  Company and its subsidiaries (the 'Group')
as part of the Group's employee incentivisation strategy.

The  JSOS  Shares  will  be  acquired  jointly  with  a  number of directors and
executives  of the Group (the 'Individuals')  pursuant to certain conditions set
out  in Joint Ownership Agreements ('JOAs'). Purchase  of all of the JSOS Shares
will  be initially funded in full by  way of loan contributions from the Company
and  from  a  subsidiary  to  the  Trustee.  The Individuals are to repay to the
Company  a nominal sum attributable to their initial interest in the JSOS Shares
and  in addition have the  obligation to pay a  further sum to the Trustee ('the
Additional  Contribution'). The Additional Contribution is a sum due to be fixed
by BDO Stoy Hayward LLP and which is to be calculated to reflect an arm's length
purchase consideration for the rights of joint ownership obtained.

Rights  of  joint  ownership  obtained  by  an  Individual,  including rights to
dividends  and other distributions of capital, will vary over time and equate to
any  future increase  in the  value of  the JSOS  Shares less an amount equal to
interest  at  5% per  annum  on  the  Subscription  Price. An Individual will be
entitled to instruct the Trustee to sell the JSOS Shares over which he has joint
ownership  rights,  but  subject  to  the  condition  that  in most instances an
Individual  will only be  able to direct  that the Trustee  sell the JSOS Shares
over  which he has joint ownership rights in  equal tranches on or after each of
31 August 2012 and 31 August 2013 and provided the Individual has not ceased his
relationship  with the  Group on  or before  the date  of sale notification. The
Individuals  will also, under certain circumstances,  be able to direct that the
Trustee  sell  the  JSOS  Shares  on  a  takeover,  change of control, scheme of
arrangement or a voluntary winding-up of the Company. Where these conditions are
not  met, the Trustee will have an  option to acquire the Individual's interests
in  the  JSOS  Shares  at  the  lower  of  market  value or a price equal to the
Additional  Contribution paid by the Individual so  that none of any increase in
the value of the Shares will accrue to the Individual.

Pursuant  to  the  terms  of  the  JOA's,  the  Trustees  shall consult with the
Individuals  and exercise  voting rights  attributable to  Shares over which the
Individual  has  ownership  rights  from  time  to  time  in accordance with the
Individual's wishes. Voting rights will otherwise be exercised by the Trustee.

Notification of Directors' Interests in JSOS Shares

Of  the  JSOS  Shares  it  is  proposed  that  directors  of the Company acquire
interests in 13,750,000 Shares as set out below and which will be subscribed for
by the Trustee as part of the arrangements set out above.

                               Earliest sale date

 Director          No of shares   31/8/2012    31/8/2013

 A. N. Cranswick   5,500,000      2,750,000    2,750,000

 M. W. Kellow      3,500,000      1,750,000    1,750,000

 R. C. Tucker      2,750,000      1,375,000    1,375,000

 H. S. Bottomley   1,000,000         500,000      500,000

 J P Emery            500,000        250,000      250,000

 L M Manokore         500,000        250,000      250,000
                 ------------------------------------------
                   13,750,000     6,875,000    6,875,000





                                    **ENDS**

For further information visitwww.acrplc.com or please contact:
 Roy Tucker          African Consolidated Resources plc   [phone]

                                                          [phone]

 Andrew Godber       Panmure Gordon (UK) Limited          [phone]

 Callum Stewart      Panmure Gordon (UK) Limited          [phone]

 Abhishek Majumdar   Panmure Gordon (UK) Limited          [phone]

 Susie Geliher       St Brides Media & Finance Ltd        [phone]









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Source: African Consolidated Resources Plc via Thomson Reuters ONE

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