For Immediate Release

28 October 2011

Namibian Resources PLC

(the "Company")

Results of General Meeting

Total Voting Rights

At the General Meeting held earlier today, all resolutions were passed.  Accordingly the Company has issued and allotted a total of 17,518,500 new Ordinary Shares of £0.01 each ("Shares") at a price of 3.5p per Share, pursuant to the conversion of £613,147 of unsecured loans ("Conversion").

The Shares will rank pari passu with all existing Ordinary Shares, and application has been made for the Shares to be admitted to trading on AIM ("Admission").   Admission is expected to take place on 1 November 2011.

Following the issue of Shares, the Company's issued share capital consists of 61,821,352 ordinary shares with a nominal value of 1 p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.

Therefore the total number of Ordinary Shares in the Company with voting rights is 61,821,352.

The above figure of 61,821,352 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Enquiries:

Tony Carlton, CEO Namibian Resources Plc             Telephone: 020 8726 0900

Roland Cornish, Beaumont Cornish Limited               Telephone: 020 7628 3396

Note:

Copies of this announcement are available on the Company's website www.namibianresources.com

For Immediate Release

29 September 2011

Namibian Resources PLC

(the "Company")

Proposed conversion of Directors' loans to new Ordinary Shares

Details of the Proposed Conversion

Namibian Resources PLC (the "Company") announces that it is proposing to issue a total of 17,518,500 new Ordinary Shares of £0.01 each ("Shares") at a price of 3.5p per Share, pursuant to the conversion of £613,147 of unsecured loans ("Conversion").

The Company has today written to Shareholders to provide the background to and reasons for the Conversion, and to give notice of a General Meeting convened for Friday 28 October 2011, at which Resolutions to effect the Conversion will be put to Shareholders.

For a considerable time the Company has been financed by interest free loans from the Directors and a company associated with one of them. At the present date, the outstanding amount of these loans is £775,725, of which £613,147 is proposed to be converted as set out below. This is the maximum amount which can be converted without giving rise to the requirement for a bid for the Company by those Directors acting in concert (see below) in accordance with Rule 9 of the Takeover Code.

The Directors' interests in Shares following the Conversion are as follows:

The new Shares proposed to be issued pursuant to the Conversion will rank pari passu with the existing Shares in issue and application will be made for the new Shares to be admitted to trading on AIM, which is expected to be on or around 31 October 2011. Following the Conversion, the total number of Shares in issue will be 61,821,352.

Background to and reasons for the Conversion

On 10 August 2011, it was announced that the Company had ceased production of diamonds. This was due to accidents which occurred outside of our mining operations and the Company was informed on that day that all contractor mining operations, including those of the Company, had been suspended with immediate effect.  This suspension remains in effect.

The Company believes that it may be permitted to recommence operations in the near future but that is dependent on the satisfaction of certain new health and safety regulations. It should be stressed that the Company's own safety record is excellent, and that the accident which caused suspension of production occurred elsewhere.

In order to increase production to a profitable level, the Directors believe that further investment in plant and working capital is required. To date, it has not proved possible to raise further equity, and the Directors consider that a contributory factor in this is the level of Directors' loans, as new equity could be used to repay such loans rather than being used to step up operations. Although each Director has confirmed that it is not his intention to request repayment of his loan, it is also possible that amounts may require to be repaid for legal reasons beyond the control of the individual Director. As repayment could not currently be made, this would involve the sale of the Company's assets.  For these reasons, it is considered advisable that the loans should be converted to equity capital.

The price agreed for the conversion is 3.5p per Share. This represents a premium of 86% over the closing price of 1.875p on 26 September 2011, the latest practicable date before the posting of the letter to Shareholders. The Directors believe that the current share price may be depressed by the suspension of operations referred to above, and Shareholders should note that the conversion price is also in excess of the highest closing price for the Shares in the last three months, being 3.125p which occurred in June 2011. Since 1 July 2011, the highest closing price has been 3.0p. The closing price immediately prior to the announcement of suspension of mining operations was 2.625p per Share.

The Conversion will eliminate a substantial proportion of Group debt. Based upon the audited balance sheet as at 28 February 2011, the Conversion as at that date would have resulted in pro forma unaudited group net assets of £2.29 million compared to the £1.69 million as stated.

Takeover Code and AIM Rules

Lord Sheppard, Tony Carlton and Oliver Plummer, who have other business relationships, are considered to be acting in concert under The Takeover Code and will collectively hold 18,484,585 Shares representing 29.9% of the Company's enlarged issued share capital following the Conversion. Brian Moritz is considered as not being acting in concert with either of the aforesaid under The Takeover Code. The total holdings of all Directors following the Conversion will be 49.76%.

As the Conversion is a Related Party Transaction under the AIM Rules and given that all the Directors are involved in the transaction (including Mr Plummer as a member of a concert party), it is proposed to put Resolutions to Shareholders at the forthcoming General Meeting on 28 October 2011 to approve the Conversion.

No Director will vote on the Resolution to convert his own loan. In addition, Lord Sheppard,  Tony Carlton and Oliver Plummer may be considered to be acting in concert, and will not vote on the proposals to convert each of Lord Sheppard's and Tony Carlton's loans, or the loan of Didgemere Consultants Limited. Subject to those restrictions, all Directors have indicated their intention to vote in favour of the proposals. Shareholders should note that, whilst separate Resolutions are being put to the Meeting dealing with each loan conversion, these Resolutions are inter-conditional and will not take effect unless all Resolutions are passed. The Resolutions are Ordinary Resolutions requiring in each case a simple majority of those voting.

Enquiries:

Tony Carlton, CEO Namibian Resources Plc             Telephone: 020 8726 0900

Roland Cornish, Beaumont Cornish Limited               Telephone: 020 7628 3396

Note:

Copies of this announcement and the letter to shareholders referred to herein are available on the Company's website: www.namibianresources.com