Open Offer and Recapitalisation Update

31 March 2015

For Immediate Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, THE ISLE OF MAN, ISRAEL, JAPAN, MALTA, THE MARSHALL ISLANDS OR MAURITIUS, OR THEIR RESPECTIVE TERRITORIES. NOTHING IN THIS ANNOUNCEMENT IS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER EXCLUDED JURISDICTION OF ANY SECURITIES REFERENCED HEREIN. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. NO PUBLIC OFFERING OF THE SECURITIES IS BEING OR WILL BE MADE IN THE UNITED STATES.

This announcement has been issued by and is the sole responsibility of Asia Resource Minerals plc. It shall not constitute, or form part of, any offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Open Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Open Offer. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Open Offer Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

Any person receiving this announcement is advised to exercise caution in relation to the Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

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

Open Offer

And

Recapitalisation Update

Capitalised terms have the meanings given to them in the Prospectus published today, unless otherwise indicated.

In a circular to Shareholders dated 12 January 2015, the Board stated its aim to deliver a long-term sustainable capital structure for the Company and its subsidiaries. ARMS today announces the publication of a prospectus relating to the Open Offer announced on 9 February 2015, and the Notes Exchange announced on 18 March 2015, and a notice convening the General Meeting in connection with the Open Offer. The Board believes that the Recapitalisation will achieve the objective of creating a more stable capital structure for the benefit of all stakeholders.

In the opinion of the Directors, the Recapitalisation provides the following:

· a solution which not only addresses the upcoming repayment requirements in July 2015 for the 2015 Notes, but also the repayment requirement of the 2017 Notes in March 2017;

· a reduction in the Company's borrowings and annual interest charge;

· an improvement to the Company's ability to withstand potential continued weakness in the coal price; and

· a stronger platform for the Company to pursue its Business Review in addition to continuing to streamline Berau's operations for current low coal prices

The Recapitalisation

The Recapitalisation is proposed to be executed through separate, but interconditional transactions to: (a) raise approximately £67.8 million, the equivalent of US$100 million, of new equity under the Open Offer (underwritten by NR Holdings); (b) repay US$118.75 million of the Old Notes (using proceeds of a US$95 million loan from ARMS to Berau and cash held at Berau); and (c) exchange the 2015 Notes and 2017 Notes with New Notes issued by the Berau Group to be effected by way of a Singapore scheme of arrangement under Section 210 of the Singapore Companies Act pursuant to which (among other things) a Singapore court will be asked to sanction the Notes Exchange . The Company is targeting completion of the Recapitalisation by the end of June 2015.

Open Offer

ARMS is proposing to raise approximately £67.8 million (£62.8 million net of expenses) by way of the Open Offer. Qualifying Shareholders, on and subject to the terms and conditions of the Open Offer, are being given the opportunity to apply for the Open Offer Shares at the Subscription Price, pro rata to their holdings of Existing Ordinary Shares on the Record Date, on the basis of 1.12469293 Open Offer Shares for every 1 Existing Ordinary Shares.

The Subscription Price of 25 pence per Open Offer Share represents a premium of 79 per cent. to the Closing Price of 14.0 pence per Ordinary Share on 6 February 2015 (being the last Closing Price prior to 9 February 2015, the date on which the Company announced that it had entered into Heads of Terms with NR Holdings to underwrite an equity transaction) and a premium of 106 per cent. to the Closing Price of 12.1 pence per Ordinary Share on 27 March 2015.

The Open Offer is being underwritten (save as to its entitlements thereunder) in full by NR Holdings.

Assuming Admission occurs, the proceeds of the Open Offer of approximately £63.0 million (net of estimated expenses) will be applied to pay the vast majority of the cash element of the consideration under the Notes Exchange.

The key dates for the Open Offer are as follows:

· the Record date for entitlements is 5.00 p.m. on 26 March 2015;

· the ex-entitlement date is 1 April 2015;

· the last date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant Crest Instructions is 11.00 a.m. on 20th April 2015;

· the General Meeting is at 11.00 a.m. on 22 April; and

· Admission, expected in late May/early June

Notice of General Meeting

In connection with the Open Offer, the Company has convened a General Meeting of the Company. The General Meeting will be held at 11.00 a.m. on Wednesday 22 April at Park Plaza Victoria Hotel, 239 Vauxhall Bridge Road, London, SW1V 1EQ. Shareholders will be asked to approve the following resolutions:

Resolution 1 seeks a new authority to enable the Directors to allot relevant securities up to a maximum nominal amount of £2,710,027.10 pursuant to the Open Offer.

Resolution 2 (being the Whitewash Resolution) seeks approval from Independent Shareholders of the waiver by the Takeover Panel of the obligation for the NR Concert Party to make a general cash offer for the Ordinary Shares not already owned by it under Rule 9 of the City Code which would otherwise arise if the NR Concert Party were to come to hold more than 30 per cent. of the Ordinary Shares upon Admission.

Resolution 3 seeks approval from Shareholders (other than NR Holdings, Mr. Rothschild and their respective associates) to enter into the New NR Relationship Agreement.

Business Review

In addition to its work on the Recapitalisation and the ongoing endeavours to optimise the asset and reduce operating costs, the ARMS Board has established an internal working group chaired by the CEO, Hamish Tyrwhitt, to evaluate the best strategy for the business going forwards. The mandate of the working group is comprehensive and it will, among other things, be assessing options in relation to the operations and structure of the Group. The working group aims to submit its report to the Board in time for its conclusions, and its recommendations as to their implementation, to be shared at the annual general meeting of the Company to be held in June 2015.

The Restructuring Support Agreement

The Company has reached agreement with the advisers of the Ad Hoc Committee, a steering committee of certain Noteholders representing approximately 23.7 per cent. of the Noteholders, as to the terms of the Notes Exchange and the Singapore Scheme. The financial and legal advisors to the Ad Hoc Committee have discussed the terms in detail with the Ad Hoc Committee and also discussed the terms of the Notes Exchange and the Singapore Scheme on a call with a broader informal group of Noteholders representing approximately 50 per cent. of the Noteholders and no objections to the terms of the transaction have been raised by this broader informal group of Noteholders to the financial and legal advisors to date.

Accordingly, and further to announcements made by the Company on 18 and 19 March, the Company is today publishing a restructuring support agreement (the "Restructuring Support Agreement") to which a restructuring term sheet is appended into which the Company intends to enter with Noteholders, Berau and NR Holdings. The Restructuring Support Agreement will (among other things) oblige all signatories to use all reasonable efforts to implement the Notes Exchange.

As previously announced, each Noteholder that executes or accedes to the Restructuring Support Agreement will be paid a consent fee equal to 0.2% of the principal amount of Notes held by such Noteholder at the record date for the Singapore Scheme. An additional "Early-Bird" fee of 0.2% of such principal amount will be paid to any Noteholder that takes such action on or before 15 April 2015.  

An execution version of the Restructuring Support Agreement will be distributed by Berau to the Noteholders via clearing systems. The Company has appointed Lynchpin Bondholder Management ("Lynchpin") to act as information agent for the purposes of coordinating Noteholders' responses to the Restructuring Support Agreement and the Singapore Scheme. A copy of the Restructuring Support Agreement will also be available on the Lynchpin website: www.lynchpinbm.com.

Noteholders who have questions regarding the Restructuring Support Agreement can contact the legal adviser to the Ad Hoc Committee and broader group of Noteholders (Kirkland & Ellis). The financial advisers to the Ad Hoc Committee and broader group of Noteholders (Moelis & Company) and to the Company (Houlihan Lokey) are available to answer other questions about the transaction. Contact details are provided at the end of this announcement.

Wal King, Chairman of ARMS said: "The Board unanimously recommends that Shareholders vote in favour of the Resolutions. This proposed comprehensive refinancing and recapitalisation aims to create a long-term sustainable capital structure for the Company."

- 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 provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

General

The Prospectus gives further details of the Open Offer Shares being offered pursuant to the Open Offer. A copy of the Prospectus is available from the registered office of ARMS 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 will also be available on the Company's website.

This announcement is not a prospectus but an advertisement and investors should not subscribe for any Open Offer Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for any Open Offer Shares being issued in connection with the Open Offer, in any jurisdiction in which such offer or solicitation is unlawful.

This announcement is not for release, publication or distribution, 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. 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 ARMS' website nor any website accessible by hyperlinks on ARMS' website is incorporated in, or forms part of, this announcement.

The distribution of this announcement and/or the Prospectus 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.

This announcement contains certain forward-looking statements which are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, internal rate of return, financial condition, distributions to Shareholders and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, results of operations, internal rate of return, financial condition, distributions to Shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to any obligations under the Prospectus Rules, Listing Rules or the Disclosure and Transparency Rules, and save as required by law, ARMS assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained herein and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in ARMS's expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast.