Asia Resource Minerals : Update re Cash Offer from ACE

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

1 June 2015

For Immediate Release

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

Update re Cash Offer from Asia Coal Energy Ventures Limited ("ACE", the "ACE Cash Offer")

Further to the announcements made by the Company and ACE dated 22 May 2015, the Company would like to provide a further update to shareholders.

The Company currently faces two significant challenges. First, given the obligation of the Company's 84.74% subsidiary, PT Berau Coal Energy Tbk ("Berau"), to repay a $450m bond by 8 July 2015, Berau effectively needs to restructure its borrowings and, to facilitate such a restructuring, funds from one of the two recapitalisation plans which have recently been proposed in relation to the Company are needed. Secondly, the Company continues to face significant challenges in re-establishing effective control over Berau and despite the Company pursuing all legal options to resolve the issue, at this stage it is still unable to be certain when this will be achieved.

To date, neither of these two challenges have had any material impact at Berau's mining operations. The unlawful intermeddling of Berau's former president director, Mr Sambodo, has, however, continued despite his resignation and removal by Berau shareholders, and the Company having taken action in the UK courts to enforce relevant contracts against him; and such intermeddling is now unfortunately causing delays in the payment of certain mining contractors, notwithstanding the fact that more than sufficient funds are available to Berau to make such payments. This could conceivably result in both the suspension of mining operations by one or more of such contractors, and cause one or more of the contractors to take insolvency actions against Berau in the Indonesian courts, which may have results which are materially detrimental to the Company's value.

Having evaluated the various options available to it, the Company currently believes that the ACE Cash Offer and ACE's associated proposed recapitalisation (the "ACE Recapitalisation") at this stage represents a viable way forward for the Company. This approach would also present shareholders with the opportunity to realise their shares in the Company at a premium to the market price of the Company's shares prior to the announcement of possible offers for the Company. There are, however, material conditions attached to the ACE Cash Offer. Accordingly, the Company prefers, to the extent it is possible, to retain for the present the availability of the previously announced Open Offer underwritten by NR Holdings Limited ("NRH") and the associated Notes exchange (the "NRH Recapitalisation"). However, the Company does not presently consider that there is material utility in seeking to progress the NRH Recapitalisation as if the conditions to the ACE Offer and ACE Recapitalisation are satisfied, and they proceed to a successful conclusion, they appear a better option for the Company at this stage.

As a result, the ACE Cash Offer and the associated ACE Recapitalisation should, in the Company's opinion, at this stage be the Company's primary focus. As further described below, the Company is therefore working with ACE to minimise the conditionality of the ACE Offer and the associated ACE Recapitalisation. ACE has in turn agreed to assist the Company in addressing the current issues it is currently facing in relation to re-establishing the practical control of Berau.

Furthermore, the Company notes that ACE has announced that it has reached in principle agreement with an ad hoc committee of Noteholders (the "Steering Committee") holding a significant percentage of the Notes regarding the terms of a restructuring of the 12.5% Guaranteed Senior Secured Notes due 2015 issued by Berau Capital Resources Pte Ltd and the 7.25% Guaranteed Senior Secured Notes due 2017 issued by Berau.ACE has indicated that t he terms of the Restructuring are similar, in all material respects, to terms under the NRH Recapitalisationsubject to the provision of an additional US$50m for working capital purposes . In the absence of any superior proposal arising, the Company presently intends to cooperate with the Steering Committee and ACE to progress the bond restructuring and alternative ACE Recapitalisation expeditiously, and in parallel with the ACE Cash Offer.

The ACE Cash Offer is, by reason of Takeover Panel rules and requirements, conditional on independent shareholder approval under Rule 16 of the Takeover Code described below because ACE's arrangements with Raiffeisen Bank International ("RBI") involve the purchase of loans ("RBI Loans Acquisition") that would afford ACE ownership of certain material assets which do not belong to the Company or Berau (the "Other Assets"). Those arrangements also involve Ravenwood Acquisition Company Limited irrevocably undertaking to ACE to accept the ACE Cash Offer (subject to certain conditions) in respect of the 23.8% interest in the Company held by that company. Under the terms of the ACE Cash Offer, ACE has ascribed a value of 41 pence per share in the Company. The purchase price to be paid pursuant to the RBI Loans Acquisition for the Other Assets is approximately US$85m. An opinion is required to be provided by the Company's financial adviser to confirm that the terms of the RBI Loans Acquisition are fair and reasonable for the purposes of Note 2 on Rule 16.1 of the Takeover Code in order for the Company to seek the approval of independent shareholders. Work pertaining to this opinion is underway and the Company and its adviser is co-operating with ACE to expedite this process and complete it as soon as possible. At this stage, no conclusion has been reached as to fairness. If, however, the allocation of value is opined to be fair and reasonable the Company will then in turn put this issue to independent shareholders for a vote pursuant to Rule 16, which approval, as noted above, is one of the conditions to the ACE Cash Offer. The Board presently expects that it will also provide shareholders with a formal view in relation to the ACE Cash Offer at that time.

-ENDS-

For enquiries, please conta ct:

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 atwww.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.