Asia Resource Minerals : General Meeting Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

11 May 2015

For Immediate Release

Asia Resource Minerals plc ("ARMS" or the "Company")

General Meeting Update

Further to the announcement on 7 May of a firm cash offer to acquire the entire issued and to be issued ordinary share capital of the Company not already owned by Asia Coal Energy Ventures Limited ("ACE") and funds managed by Argyle Street Management Limited (the "ACE Cash Offer"), the Board of ARMS is engaging with ACE and evaluating the ACE Cash Offer in the context of a number of prevailing uncertainties including the following:

- A special purpose vehicle jointly owned and controlled by NR Holdings Limited ("NRH") and SUEK PLC ("SUEK") announced on 20 April 2015 that it is considering a possible cash offer to acquire the Company. Under Rule 2.6 of the Takeover Code ("Code"), NRH and SUEK have until 5.00 p.m. on the 53rd day after the publication of the initial offer document relating to the ACE Cash Offer to announce a firm intention to make an offer or announce that they do not intend to make an offer;

- The ACE Cash Offer is conditional and there is uncertainty as to whether the conditions to the ACE Cash Offer will be capable of being satisfied. The Board of ARMS notes in particular that the ACE Cash Offer is conditional upon, amongst other things, the passing of a resolution by a simple majority of Independent Shareholders, as determined by the Takeover Panel, of ARMS to approve the RBI Loans Acquisition and the RBI Loans Acquisition Agreement (both terms as defined in the announcement of the ACE Cash Offer) in accordance with the Code, which will also require an independent financial adviser to ARMS publicly to state that, in its opinion, the terms of the RBI Loans Acquisition are fair and reasonable. The Company and its independent financial adviser have not received the information required in order for the independent financial adviser to form its opinion, and accordingly the Company is not in a position to assess whether this condition to the ACE Cash Offer can be satisfied; and

- The Company's evaluation of the ACE Cash Offer is made challenging by the fact that the Company's fundamental value is linked to uncertain and currently depressed coal prices.

The Group is facing a requirement to make a principal repayment of US$450 million in July 2015 of the 2015 Notes and as a consequence of the current weak coal market currently does not have sufficient cash resources to do so. The Board has stated its aim to deliver a long-term sustainable capital structure for the Group and believes that this objective is achieved by the Recapitalisation under which NRH has committed to underwrite US$100 million of new equity. However, in the context of recent developments and the above uncertainties, at the General Meeting of the Company convened for 11.00 a.m. on Thursday 14 May 2015 in connection with the proposed recapitalisation of the ARMS Group documented in the prospectus published and sent to shareholders on 31 March 2015, the Company intends to adjourn again that meeting for an indefinite period. Notice of any new date for the adjourned General Meeting will be sent to Company shareholders at least seven clear days before the new date of the adjourned General Meeting in accordance with the Company's articles of association. Unless NRH otherwise agrees, under NRH's Subscription Agreement such General Meeting must occur by 31 May 2015.

A further announcement with regard to the ACE Cash Offer will be made in due course.

- ENDS-

For enquiries, please contact:

Asia Resource Minerals plc
Sean Wade
+44 (0) 20 7201 7511

Rothschild (Financial Adviser)
Roger Ewart Smith
Sam Critchlow
+44 (0) 20 7280 5000

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in restricted jurisdictions, at wwwasiarmplc.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. Neither the content of the website referred to in this announcement nor the content of any websites accessible from hyperlinks on the Company's website (or any other websites) is incorporated into, or forms part of, this announcement.

Responsibility

The directors of the Company accept responsibility for the information contained in this announcement relating to the Company. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Information relating to shareholders

Please be aware that addresses, electronic addresses and certain information provided by Company shareholders, persons with information rights and other relevant persons for the receipt of communications from the Company may be provided to ACE during the offer period where requested under Section 4 of Appendix 4 of the Takeover Code.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.