AIM: VSA VSA Capital Group plc ("VSA Capital Group" or "the Group") Trading Update and related matters

5 April 2012

Trading update

VSA Capital Group announces a trading update for the year ended 31 March 2012.
As announced on 16 January 2012, the Directors are pleased to confirm that net profit for the year ended 31 March 2012 is expected to be in excess of £500,000. The Board believes this is a good result for the first full year of trading by the Group's principal operating subsidiary, VSA Capital Limited ("VSA"). The balance sheet of the Group has been substantially improved during the course of the year and cash balances at the year-end are expected to exceed £1.5 million with gross assets exceeding £3.5 million.
During the year, VSA has invested selectively in people to build its capabilities and it expects to continue this investment in the year ahead as it positions itself to become a leading independent resources focused investment bank in London. It expects to start secondary trading this summer and hopes to obtain NOMAD status before the end of 2012.
The Directors are also pleased to announce that the Group is currently floating its first "cash shell", Anglo African Agriculture Plc, on PLUS-SX, which will have a mandate to invest in projects focussed on African agriculture. This will be a fledgling business but the Directors believe one with great growth potential and its creation follows their strategy of giving the Group more proprietary capability. The Group will make an initial investment of £50,000 into this new company.

Option Allotment

The Board has today granted options to a Director and staff over 4,966,000 ordinary shares in the Group at an exercise price of 9 pence per share. Included in this amount are options over 236,000 ordinary shares granted to Andrew Monk, CEO.
Following the allotment, Andrew Monk's aggregate interests in the capital of the Group will comprise:

Shares

% of total

share capital

Options exercisable at:

Warrants exercisable at:

Shares

% of total

share capital

9p

10p

15p

8p

10p

Monk, Andrew

5,400,000

12.36%

236,000

850,000

400,000

62,500

250,000

In addition, options over 1,850,000 ordinary shares previously granted to certain key members of staff more than 12 months ago at an exercise price of 15 pence per share were cancelled. The effective re-pricing of certain options is not expected to be a recurring event.

Loan Notes

The Board is in discussions with the holders of the Loan Notes (one of whom is Andrew Monk), which were issued in connection with the purchase of VSA Capital Limited by the Group, with a view to redeeming these Loan Notes early on the basis that this amount would be immediately re- invested into VSA Capital Group via a placing of new ordinary shares, effectively converting the debt into equity ("Proposed Redemption").
These actions would generate a cash flow benefit to the Group, save on potential future interest payments at 9% per annum and would strengthen its balance sheet. If effected the Proposed Redemption would constitute a related party transaction under the AIM Rules for Companies. An announcement will be made in due course should these discussions reach a successful conclusion.

Board change

The Board announces that Peter Joy, the Group's Finance Director, has tendered his resignation from the board and will be leaving the group within the next six months in order to pursue other interests.
Peter joined VSA Capital Group in February 2010 when the Group was a loss making software business and leaves following its transformation into a profitable and growing Natural Resources Investment Bank.
The Board has already started its search to find a suitable new replacement as Group Finance
Director and Peter will be assisting with this process. For further information, please contact:

VSA Capital Group plc

Andrew Monk, CEO 020 3005 5000

Blythe Weigh Communications

Tim Blythe 020 7138 3204

Shore Capital and Corporate Limited

Bidhi Bhoma or Toby Gibbs 020 7408 4090

Rivington Street Corporate Finance

Jon Levinson 020 7562 3357

NOTES TO EDITORS

VSA Capital Group plc is an international investment banking and institutional broking group headquartered in London. Via its subsidiary, VSA Capital Limited, the group provides corporate finance, broking, research, sales and capital raising capabilities to companies in the natural resources sectors; Oil & Gas, Mining, Agriculture and Timber.
VSA Capital Limited is authorised and regulated by the FSA and advises companies listed in London (AIM and the Main Market), Canada (TSX) Australia (ASX) and the USA (OTCBB) with assets on every continent. The firm currently has 20 retained corporate clients with an aggregate market value of over $1bn.

distributed by