ARMS.L Regulatory News (ARMS)

23 April 2015

For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SOUTH AFRICA, THE ISLE OF MAN, ISRAEL, JAPAN, MALTA, THE MARSHALL ISLANDS OR MAURITIUS OR THEIR RESPECTIVE TERRITORIES AND ANY OTHER JURISDICTION WHERE TO DO SO MIGHT BE UNLAWFUL.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF ASIA RESOURCE MINERALS PLC. IT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOVER. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

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

Results of Open Offer and Adjournment of General Meeting

As announced on 31 March 2015, the Company published a Prospectus together with a notice of General Meeting to be held on 22 April 2015 in connection with the Recapitalisation and the Open Offer.

As provided in the Prospectus, at 11.00 a.m. on 20 April 2015, the Open Offer closed in accordance with its terms and valid acceptances under the Open Offer were received in respect of 37,863,549 Open Offer Shares from Qualifying Shareholders, representing approximately 14.0 per cent of the Open Offer Shares available under the Open Offer. Subject to the terms and conditions of the Open Offer and the Subscription Agreement, the Open Offer Shares not accepted will be taken up by NR Holdings. Upon Admission, the Open Offer will result in the issue of a total of 271,002,710 Open Offer Shares (representing 52.9 per cent. of the Enlarged Share Capital), for gross proceeds of approximately £67.8 million (net proceeds of approximately £62.8 million). The Open Offer is conditional on, among other things, the passing of the Resolutions at the General Meeting, the Court sanction of the Singapore scheme of arrangement and to Admission.

Due to requests received from a number of shareholdersand recent developments, including the announcements by Asia Coal Energy Ventures Limited on 14 April 2015 and, separately, by NR Holdings and SUEK PLC on 21 April 2015 regarding possible cash offers for the Company, the General Meeting relating to the Open Offer convened for 11.00 a.m. on 22 April 2015 was adjourned and the Resolutions were not considered at the General Meeting. The General Meeting will be continued at 11.00 a.m. on 14 May 2015 at the SCI, 14/15 Belgrave Square, London SW1X 8PS.

This announcement should be read in conjunction with the full text of the prospectus dated 31 March 2015 (the "Prospectus"), published in connection with the Open Offer. Unless otherwise defined, the terms used in this Announcement shall have the same meaning as set out in the Prospectus.

-ENDS-

For enquiries, please contact:

Shareholder enquiries

If you have any questions relating to the Open Offer, please telephone Capita Asset Services on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Lines are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot give any financial, legal or tax advice.

Important Notices

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or subscribe for any securities referred to herein nor should it form the basis of, or be relied on in connection with, any contract or commitment whatsoever.

Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

A copy of the Prospectus is available from the registered office of the Company at Atlas House, 3rd Floor, 173 Victoria Street, London, SW1E 5NE during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) and from the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT. The Prospectus is also available on the Company's website.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, the Isle of Man, Israel, Malta, the Marshall Islands or Mauritius or any other jurisdiction where the same would be unlawful. This announcement does not constitute, or form a part of, any offer or solicitation to purchase or subscribe for securities in the United States. The Open Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any of the Securities in the United States. The Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Open Offer Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence.

The Open Offer Shares will not be registered under the securities laws of Australia, Canada, Japan, New Zealand, South Africa, the Isle of Man, Israel, Malta, the Marshall Islands or Mauritius and may not be offered, sold, taken up, exercised, resold or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of Australia, Canada, Japan, New Zealand, Switzerland or South Africa, the Isle of Man, Israel, Malta, the Marshall Islands or Mauritius.

Rothschild Group, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as sponsor for the Company and no one else in connection with the Open Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Open Offer or any arrangement referred to in, or information contained in, this announcement.

This announcement has been issued by and is the sole responsibility of the Company. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild Group under FSMA or the regulatory regime established thereunder, Rothschild Group (and its affiliates and agents) does not accept any responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to, the contents of this announcement (including its accuracy, completeness or verification) or any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Open Offer Shares or the Open Offer. Rothschild Group accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement.

Neither the content of the Company's website nor any website accessible by hyperlinks on Company's website is incorporated in, or forms part of, this announcement.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or any person that would permit an offering of such rights or shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Open Offer Shares to be issued pursuant to the Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Disclosure requirements of the Takeover Code (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 securitiesexchange 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 ww.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.

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.