Placing Announcement

7th Mar 2008 07:20

Polo Resources Limited07 March 2008 Friday 7 March 2008 THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND ORJAPAN. Neither this announcement nor any part of it constitutes an offer to sell orissue or the solicitation of an offer to buy, subscribe or acquire any newOrdinary Shares in any jurisdiction in which any such offer or solicitationwould be unlawful and the information contained herein is not for publication ordistribution, directly or indirectly, in or into the United States, Canada,Australia, the Republic of South Africa, the Republic of Ireland, Japan or anyjurisdiction in which such publication or distribution would be unlawful. Members of the general public are not eligible to take part in the Placingreferred to below. Invitations to participate in the Placing will be limited to'Relevant Persons' (as defined below). POLO RESOURCES LIMITED ("Polo" or the "Company") Cash Placing to raise funds for potential acquisition opportunities (the "Placing") Highlights Polo continues its strategy to seek to become a major international coal miningand exploration group (with additional interests in uranium and iron ore) andannounces that it is launching a proposed cash placing to raise up toapproximately £125,000,000 (after expenses) to provide proceeds to financepotential acquisitions consistent with existing areas of expertise. Placing • The proposed placing of new Ordinary Shares (the "Placing Shares")will be to institutional investors to raise up to approximately £125,000,000(after expenses). Under the Placing, up to 750,000,000 new Ordinary Shares areavailable to be placed firm (the "Firm Placing Shares") and an additional numberof new Ordinary Shares (the "Conditional Placing Shares") are available to beplaced subject to shareholder approval at a meeting of the Shareholders (the"General Meeting") to be convened for on or around 28 March 2008. The precisenumber of Conditional Placing Shares in the Placing will be finally determinedsuch that the net proceeds arising from the Placing amount to up toapproximately £125,000,000. Based on last night's closing share price of 13.5pence per Ordinary Share, the Placing would represent approximately 120.5 percent. of Polo's existing issued Ordinary Shares. • The Company intends to use the net proceeds of the Placing to takeadvantage of the current strong pipeline of available new investmentopportunities in the coal sector and against the backdrop of healthy global coalmarkets. Pending their use as described, the Company intends to invest the netproceeds in short-term investments with internationally recognised financialinstitutions. • The Board of Polo is focused on several attractive potentialacquisition opportunities consistent with its previously stated vision ofrapidly building a significant global coal company, and with its strategy ofacquiring coking and thermal coal assets at all stages of development. Theseopportunities may include acquisitions which due to their size and/or naturewill be treated as Reverse Takeovers under the AIM Rules resulting in furtherpotential suspensions of the Company's shares from trading. Where appropriate,the Company may seek to move rapidly and aggressively in pursuit of suchacquisitions/opportunities. • The Placing will take place at a price per Placing Share to beestablished through an accelerated bookbuild. • The Company's key criteria in identifying potential acquisitionsand joint ventures are: • for producing assets, those which offer the scope for management toutilise its experience to increase performance and profitability; and • for development and exploration projects, licences that are in areasthe Company deems prospective for coal exploration or which are regions of knownexisting production. • The Company will also consider smaller, bolt-on acquisitions. • The Directors believe that this additional capital will provide theCompany with flexibility in the timing of discussions with potential targets andinterested parties. • Institutional investors participating in the Placing will receiveFirm Placing Shares and Conditional Placing Shares on a pro rata basis. • The Firm Placing will be in no way conditional upon the ConditionalPlacing. • The Placing will be made on a non pre-emptive basis. General Meeting The Company will send out a notice to shareholders convening the General Meetingto consider two resolutions to amend the Articles of Association of the Company.The first resolution will be to amend the Articles of Association to authorisethe Directors to issue, on a non pre-emptive basis, a number of new OrdinaryShares. It is intended that a certain number of these new Ordinary Shares willbe issued in connection with the placing of the Conditional Placing Shares andthe remainder will be available to satisfy other existing obligations of theCompany to issue Ordinary Shares. The Conditional Placing is conditional, interalia, on shareholders voting in favour of this resolution at the GeneralMeeting. The second resolution to be proposed at the General Meeting will be toamend the Articles of Association of the Company to authorise the Directors toissue, on a non pre-emptive basis, up to 1.6 billion additional Ordinary Shares.The purpose of this resolution is to empower the Directors to allot suchadditional shares either for cash to raise additional funds for the Company oras consideration for the acquisition of non-cash assets by the Company. TheDirectors are interested in 12.37 per cent. of the current issued OrdinaryShares and have confirmed they will vote in favour of the resolutions at theGeneral Meeting. Recent Announcements and reasons for the Placing As announced on 4 March 2008 Polo completed its acquisition of three companieswhich hold the right, title and interest in certain licences and agreements inrespect of coal and uranium assets in Mongolia (the "Mongolian Acquisition") fora consideration of US$2 million, the allotment of 25 million Ordinary Shares andthe commitment to allot and issue an additional 40 million Ordinary Shares oneach occasion when the Company acquires up to two significant coal assets(having a resource greater than 125 million tonnes of thermal or coking coal)from or with the assistance of the vendors of the companies acquired by theCompany in the Mongolian Acquisition. In addition, on 4 March 2008 Polo alsocompleted its acquisition of a strategic interest representing approximately20.5 per cent. of the issued share capital of GCM Resources plc ("GCM"), (the"GCM Acquisition"). Following recent acquisitions Polo now holds approximately25 per cent. of the issued share capital of GCM. GCM is a London-based resourcedevelopment company with a wholly£owned subsidiary operating in Bangladesh andinvestments in South Africa. GCM is engaged in developing a coal mine and powerplant project in Bangladesh. Both the Mongolian Acquisition and the GCMAcquisition were approved at the Meeting of Shareholders of the Company held on29 February 2008 and completed on 4 March 2008. As announced by Caledon Resources plc on 6 March 2008, Polo has also acquiredinterests in shares representing approximately 6.92 per cent. of the totalissued share capital of Caledon Resources plc. Caledon Resources is a coalproducer which acquired the Cook Colliery and related mining operations inAustralia, from Xstrata Coal Pty Ltd. and the adjacent Minyango project, both ofwhich are situated in a region of strategic importance within the Bowen Basin,surrounded by some of Queensland's premier coking and thermal coal miningoperations. Polo is now looking to progress several acquisition opportunities andpotentially agree terms and conditions in respect of them although there is noguarantee that any negotiations will lead to an investment by the Company or tothe completion of an acquisition. Commenting on today's announcement, Stephen R. Dattels, Executive Chairman ofPolo said: "Polo Resources has presented its shareholders with positive news and animpressive initial growth trajectory since admission to trading in September2007. Today's placing is consistent with our stated strategy of creating a majorinternational coal mining and exploration group. Against the background ofhealthy global commodity markets, and especially strong coal markets, it willafford us the flexibility and negotiating strength we need to take advantage ofseveral attractive potential acquisition opportunities." Contacts Polo Guy Elliott Tel: +1 941 284 5954 Suresh Hiremath Tel: +44 (0) 207 586 4629 JPMorgan Cazenove Tel: +44 (0)20 7588 2828 Ian Hannam Neil Passmore Canaccord Adams (NOMAD) Tel: +44 (0) 207 050 6500 Neil Johnson/Chris Bowman Financial Dynamics Tel: +44 (0) 20 7831 3113 Ben Brewerton / Edward Westropp This summary should be read in conjunction with the full text of the followingannouncement (including the Appendices to this announcement).JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as financial adviser, sole bookrunner and co-lead manager in relation to the Placing. Canaccord Adams Limited ("Canaccord") remains NOMAD and broker to the Company and is acting as a co-lead manager to the Placing. BMO Nesbitt Burns Inc. ("BMO") is also acting as a co-lead manager to the Placing. The books will open with immediate effect. It is currently expected that the pricing of the Placing will be announced on 11 March 2008. The proposed issue of Placing Shares will be at a price established through an institutional Bookbuilding Process. Potential participants will be invited to tender for Firm Placing Shares and Conditional Placing Shares on a pro rata basis, such that each person offering to subscribe for Placing Shares (each a "Placee") would, in the event of such offer being accepted in full, be entitled to subscribe for Placing Shares split between Firm Placing Shares and Conditional Placing Shares in the same proportion as other successful applicants. It is expected that the books will close no later than 3:30p.m. (London time) on 10 March 2008 and pricing and allocations are expected to be set and announced on or before 8.00a.m. (London time) on 11 March 2008. JPMorgan Cazenove, J.P. Morgan Securities Ltd. ("JPMSL") and the Company reserve the right to amend the timing and close the Bookbuilding Process and announce pricing and allocations at any earlier or later time. The Placing will take place in accordance with the terms and conditions set out in Appendix A to this announcement. Whether the Placing proceeds, the number of Placing Shares and the Placing Price will be decided at the close of the Bookbuilding Process. The Placing Shares will be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares in Polo, including the right to receive all dividends and other distributions declared, made or paid after the date of issue, and the Company confirms that no such dividend or declaration will be made prior to the date of admission of theConditional Placing Shares (or termination of the Placing Agreement, if earlier). Application will be made for the Placing Shares to be admitted to trading on AIM. Settlement of any Firm Placing Shares issued pursuant to the Placing as well asadmission to trading on AIM of the Firm Placing Shares is expected to take placeon 13 March 2008. In respect of the Conditional Placing, settlement will beconditional, inter alia, on shareholder approval of the necessary resolutions atthe General Meeting and it is currently expected that such settlement as well asadmission to trading on AIM of the Conditional Placing Shares will take place 31March 2008 following approval of the resolutions at the General Meeting. This announcement (including the Appendices to this announcement) includes"forward-looking statements". All statements other than statements of historical facts included in this announcement (including the Appendices to this announcement),including, without limitation, those regarding the Company's business strategy and plans and objectives of management for future operations and acquisition opportunities, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of the Company or the markets and economies in which the Company operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, political, regulatory and economic factors. Neither the Company nor the Banks assume any responsibility to update any of such forward-looking statements. This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Ordinary Shares. Past performance is no guide to future performance and any investment decision to buy Ordinary Shares must be made solely on the basis of Publicly Available Information (as defined in the Appendix to this Announcement). Persons needing advice should consult an independent financial adviser who specialises in advising in connection with shares and other securities. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of Ordinary Shares in the United States. The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as such term is defined in Regulation S under the Securities Act), and accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. There will be no public offer of Ordinary Shares in the United States, the United Kingdom or elsewhere. Any offering to be made in the United States will be made to a limited number of "qualified institutional buyers" pursuant to Rule 144A under the Securities Act who are "qualified purchasers" as that term is defined in the Rules underlying the Investment Company Act of 1940, as amended. Outside of the United States the Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. The distribution of this announcement and the offering or sale of the Ordinary Shares in certain jurisdictions may be restricted by law. Further details in relation to the securities laws in certain jurisdictions are set out in Appendix A to this announcement. No action has been taken by the Company or the Managers that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, and the Managers to inform themselves about and to observe any such restrictions. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Managers or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement, or any other written or oral information made available to or publicly available to any prospective investor or its advisers and any liability therefore is hereby expressly disclaimed. JPMorgan Cazenove Limited, Canaccord Adams Limited and BMO, which are each authorised and regulated by the FSA are each acting for Polo in connection with the Placing and no one else and will not be responsible to anyone other than Polo for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing, or any other transaction, arrangement or matter referred to herein. Except where the context otherwise requires, capitalised terms used in thisannouncement (including the Appendices to this announcement) have the meaningsgiven in Appendix B to this announcement. Except as otherwise stated, referencesto times in this announcement (including the Appendices to this announcement)are to London time. A presentation for analysts and investors will take place at 13.30 p.m. on 7March 2008 at the offices of JPMorgan Cazenove Limited at 20 Moorgate, London,EC2R 6DA. POLO RESOURCES LIMITED Polo Resources Limited ("Polo" or the "Company") announces a cash placing toraise funds for potential acquisition opportunities 1. Introduction Polo today announces its intention to raise up to approximately £125,000,000(after expenses) by way of a placing of new Ordinary Shares (the "PlacingShares") with institutional investors. Under the Placing, up to 750,000,000 newOrdinary Shares are available to be placed firm (the "Firm Placing Shares") andan additional number of new Ordinary Shares (the "Conditional Placing Shares")are available to be placed subject to shareholder approval at the GeneralMeeting to be convened for on or around 28 March 2008. The precise number ofConditional Placing Shares will be determined such that the net proceeds arisingfrom the Placing amount to up to approximately £125,000,000. Based on lastnight's closing share price of 13.5 pence, the Placing would representapproximately 120.5 per cent. of Polo's existing issued Ordinary Shares. Theproposed issue of the Placing Shares will be at a price established through aninstitutional Bookbuilding Process. 2. Background The Company was incorporated and registered in the BVI on 23 May 2007 and itsshares were admitted to AIM on 4 September 2007 as an investing company (the"IPO Admission"). The stated investment strategy of the Company on the IPOAdmission was to make investments and/or acquisitions in the natural resourcessector, which might include exploration, development or production projects inminerals, base metals, precious metals or hydrocarbons, with the main areas offocus being Australia, Africa, North America, South America, Asia (including theIndian sub continent), Eastern and Western Europe. Since the Company was admitted to AIM, the Directors have been reviewing variousopportunities in line with the Company's investment and acquisition strategy.The Company has been seeking to acquire interests in natural resources projectssuch as (without limit) exploration permits and licences, renewable energyprocessing plants, coal mines or oil and gas fields. As an "investing company"under the AIM Rules, the Company was required to make a substantial acquisitionwithin 18 months from IPO Admission. The Company has fulfilled this requirementby the completion of the Mongolian Acquisition and the GCM Acquisition on 4March 2008. The Mongolian Acquisition comprised an acquisition of three special purposevehicles, namely MUC Resources LLC ("MUC Mongolia"), Polo Resources LLC ("PoloMongolia) and World Coal Works Corporation ("WCW"). These three companiescollectively hold a portfolio of fourteen coal licences (of which eight licencesare held in the name of Polo Mongolia, one licence is held in the name of KimkoLLC, a wholly owned subsidiary of Polo Mongolia, and five licences are in theprocess of being transferred to Polo Mongolia), eighteen uranium licences (ofwhich sixteen licences are held in the name of MUC Mongolia and two licenses arein the process of being transferred to MUC Mongolia), one tungsten licence andseven applications for additional uranium licences which have been lodged withthe Minerals and Petroleum Resources Authority of Mongolia. In addition, PoloMongolia has entered into an option agreement with a third party with regards toanother coal licence. The GCM Acquisition, also approved at the Shareholders' Meeting on 29 February,2008 provides the Company with the opportunity to acquire an important strategicinterest representing approximately 20.5 per cent. of the issued share capitalof GCM. Following recent acquisitions Polo now holds approximately 25 per cent.of the issued share capital of GCM. As notified by Caledon Resources plc on 6 March 2008, Polo has also acquiredinterests in shares representing approximately 6.92 per cent. of the totalissued share capital of Caledon Resources plc. Caledon Resources is a coalproducer which acquired the Cook Colliery and related mining operations inAustralia, from Xstrata Coal Pty Ltd. and the adjacent Minyango project, both ofwhich are situated in a region of strategic importance within the Bowen Basin,surrounded by some of Queensland's premier coking and thermal coal miningoperations. 3. Reasons for the Placing The Company intends to use the net proceeds of the Placing to take advantage ofthe current strong pipeline of available new investment opportunities in thecoal sector and against the backdrop of healthy global coal markets. Pendingtheir use as described, the Company intends to invest the net proceeds inshort-term investments with internationally recognised financial institutions. The Board of Polo is focused on several attractive potential acquisitionopportunities consistent with its previously stated vision of rapidly building asignificant global coal company, and with its strategy of acquiring coking andthermal coal assets at all stages of development. These opportunities mayinclude acquisitions which due to their size and/or nature will be treated asReverse Takeovers under the AIM Rules resulting in further potential suspensionsof the Company's shares from trading. The Company's key criteria in identifying potential acquisitions and jointventures are: (S) for producing assets, those which offer the scope for managementto utilise its experience to increase performance and profitability; and (S) for development and exploration projects, licenses that are inareas the Company deems prospective for coal exploration or which are regions ofknown existing production. The Company will also consider smaller, bolt-on acquisitions. The Directors believe that this additional capital will provide the Company withflexibility in the timing of discussions with potential targets and interestedparties. 4. The Placing 4.1 Details of the Placing It is proposed that the Placing will be undertaken by the placing of newOrdinary Shares with institutional investors. Under the Placing, up to750,000,000 new Ordinary Shares are available to be placed firm and anadditional number of new Ordinary Shares are being placed subject to shareholderapproval at the General Meeting to be convened for on or around 28 March 2008.The precise number of Conditional Placing Shares will be determined such thatthe net proceeds arising from the Placing amount to approximately £125,000,000.The Firm Placing Shares will be placed with the same institutional investors asthe Conditional Placing Shares and the allocation of Placing Shares between FirmPlacing Shares and Conditional Placing Shares will be on a pro rata basis, suchthat each Placee offering to subscribe would, in the event of such offer beingaccepted in full, be entitled to subscribe Placing Shares split between FirmPlacing Shares and Conditional Placing Shares in the same proportion as othersuccessful applicants. If approved by shareholders and the Conditional PlacingShares are admitted to trading on AIM, the Conditional Placing Shares will haveidentical rights to the Firm Placing Shares and those of existing OrdinaryShares from their date of issue. Based on last night's closing share price of13.5 pence, the Placing would represent approximately 120.5 per cent. of Polo'sexisting issued ordinary share capital. The proposed issue of the Placing Shares will take place at a set price whichwill be established through an institutional Bookbuilding Process. Subject to signing the pricing supplement recording the final Placing Price, tothe extent that the Managers fail to procure Placees to subscribe for all of theFirm Placing Shares at the Placing Price, they will themselves subscribe at thePlacing Price (or nominate one or more persons to so subscribe) for thatpercentage of the unplaced Firm Placing Shares set out opposite their respectivenames below: JPMSL 50 per cent. Canaccord 25 per cent. BMO 25 per cent. If one of the Banks defaults or is likely to default in the performance of itsobligations to procure Placees or, failing which, subscribe for or purchase anyunplaced Firm Placing Shares for which it has agreed to procure Placees, JPMCshall have the right, within 48 hours thereafter, to make arrangements for thenon-defaulting Banks or any other underwriters, to procure subscribers for or,failing which, subscribe all of such shares. If JPMC shall not have completedsuch arrangements within such 48-hour period, then: (a) if such number of defaulted Placing Shares does not exceed10 per cent. of the Placing Shares, each of the non-defaulting Banks shall beobligated severally to procure subscribers for or to subscribe the full amountthereof in the proportions that their respective underwriting obligations bearto the underwriting obligations of the Banks; or (b) if the number of such Placing Shares exceeds 10 per cent. ofthe aggregate number of Placing Shares, the Placing shall terminate. The commission, fees and expenses are estimated at approximately £8,600,000which will be payable by the Company in connection with the Placing. Bookbuild To enter a bid into the Bookbuilding Process, institutional investors will berequired to communicate their bid to JPMorgan Cazenove, Canaccord or BMO,specifying the number of Placing Shares which they wish to offer to subscribeand any price limit to which their offer to participate is subject. The PlacingPrice will ultimately be agreed by the Company and JPMorgan Cazenove followingclosure of the books. Institutions participating in the Placing will receiveboth the Firm Placing Shares and Conditional Placing Shares in each case subjectto the satisfaction of the conditions contained in, and the non-termination of,the Placing Agreement. The Placing Shares will be allocated pro rata between theFirm Placing and the Conditional Placing. The Conditional Placing will besubject to shareholder approval of certain resolutions to be passed at theGeneral Meeting but the Firm Placing will not. It is expected that the bookswill close no later than 3:30p.m. (London time) on 10 March 2008 but may beclosed earlier or later at the discretion of the Company and JPMorgan Cazenove.An announcement detailing the Placing Price and the proceeds to be received fromthe Placing will be made as soon as practicable after the close of theBookbuilding Process. Settlement When Admitted, the Placing Shares will be credited as fully paid and will rankpari passu in all respects with the existing Ordinary Shares, including theright to receive all dividends and other distributions declared, made or paidafter the date of their issue. Application will be made for the Placing Sharesto be admitted to trading on AIM. It is currently expected that settlement for any Firm Placing Shares acquired aswell as admission to trading on AIM will take place on 13 March 2008. In respectof the Conditional Placing, settlement will be conditional, inter alia, onshareholders approving the necessary resolution at the General Meeting and it iscurrently expected that such settlement as well as admission to trading on AIMwill take place on 31 March 2008. Full details of the terms and conditions of the Placing are set out in AppendixA to this announcement. Placees participating in the Placing will be deemed tohave read and understood the full terms and conditions relating to the Placingset out in this announcement (including the Appendices to this announcement) andto be participating on the basis that they accept these terms and conditions infull. 4.2 Placing Agreement The Company has entered into an agreement with JPMorgan Cazenove, J.P. MorganSecurities Ltd., Canaccord and BMO (the "Banks") under which JPMorgan Cazenove,Canaccord and BMO (the "Managers") have severally (and not jointly andseverally), on the terms and subject to the conditions set out therein,undertaken as agents of the Company to use all reasonable endeavours to procurePlacees to take up the Placing Shares at the Placing Price. The obligations of the Banks under the Placing Agreement are conditional upon,inter alia, (i) the Company complying with its obligations under the PlacingAgreement and the Depositary Agreement to the extent that the same fall to beperformed prior to Admission of the Firm Placing Shares and/or Admission of theConditional Placing Shares; (ii) the representations, warranties andundertakings given by the Company under the Placing Agreement being true andaccurate and not misleading at all times before, in relation to the obligationsrelating to the Firm Placing Shares, Admission thereof, and in relation to theobligations relating to the Conditional Placing Shares, Admission thereof; and(iii) Admission of the Firm Placing Shares occurring no later than 8.00 a.m. on13 March 2008 or such other date as may be agreed by JPMorgan Cazenove and theCompany, not being later than 17 March 2008 and (iii) in relation to theirobligations in relation to the Conditional Placing Shares only, the passing ofthe resolution at the General Meeting approving the non pre-emptive allotment ofthe Conditional Placing Shares and their Admission occurring no later than8.00a.m. on 2 April 2008. Further, JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) may, atany time before Admission of the Firm Placing Shares or the Conditional PlacingShares (as the case may be), terminate the Placing Agreement, inter alia, forbreach of warranty by the Company or if there has been a material adverse changein or affecting the operations, properties, condition (financial or other), orprospects or results of operations or general affairs of the Company's grouptaken as a whole. 4.3 Placing Authority As at 6 March 2008, Polo had issued 808,622,425 Ordinary Shares of no par valueof which a total of 97,340,425 Ordinary Shares have been issued pursuant to theMongolian Acquisition and the GCM Acquisition. The Articles of Association of the Company permit the directors to issue sharesor securities, grant options over or otherwise dispose of the same to suchpersons and on such terms as they think fit at any time subject to a maximumlimit of not more than 823,572,825 new shares before the first anniversary ofthe IPO Admission. The Company proposes to issue 750,000,000 Ordinary Sharesbeing the Firm Placing Shares on a non pre-emptive basis, which representapproximately 92.75 per cent. of the existing issued ordinary share capital ofthe Company. The Placing Shares will be credited as fully paid and will rank pari passu inall respects with the existing Ordinary Shares in the share capital of Polo,including the right to receive all dividends and other distributions declared,made or paid after the date of the their date of issue. 5. Meeting of Shareholders The Company will send out a notice to shareholders convening the General Meetingto consider two resolutions to amend the Articles of Association of the Company.The first resolution will be to amend the Articles of Association to authorisethe Directors to issue, on a non pre-emptive basis, a number of new OrdinaryShares. It is intended that a certain number of these new Ordinary Shares willbe issued in connection with the placing of the Conditional Placing Shares andthe remainder will be available to satisfy other existing obligations of theCompany to issue Ordinary Shares. The Conditional Placing is conditional, interalia, on shareholders voting in favour of this resolution at the GeneralMeeting. The second resolution to be proposed at the General Meeting will be toamend the Articles of Association of the Company to authorise the Directors toissue, on a non pre-emptive basis, up to 1.6 billion additional Ordinary Shares.The purpose of the resolution is to empower the Directors to allot suchadditional shares either for cash to raise additional funds for the Company oras consideration for the acquisition of non-cash assets by the Company. TheDirectors, who hold 12.37 per cent. of the current issued Ordinary Shares, haveconfirmed they will vote in favour of the resolutions at the General Meeting. 6. Funding Strategy On 24 August 2007, the Company raised a total of £6,644,000 (before expenses).The Company's Ordinary Shares were admitted to trading on AIM the followingmonth on 4 September 2007. On 25 September 2007, the Company completed a fundraising, allotting and issuinga further 131,422,000 Ordinary Shares in the Company at a price of 5 pence pershare to institutional and other investors, raising £6,571,100. On 31 January 2008, the Company completed a placing of 281,680,000 OrdinaryShares in the Company at a price of 9 pence per share to institutional and otherinvestors, raising net proceeds of £23,779,722. On 1 February 2008, the Company entered into a share purchase agreement with RABSpecial Situations (Master) Fund Limited ("RAB") for the GCM Acquisition inconsideration of the payment to RAB of £9,000,000 in cash and the issue to RABof 72,340,425 Ordinary Shares in the Company. As at 3 March 2008, and prior to the acquisition for cash of the Group'sinterest in Caledon Resources plc the Company had a cash balance of £13 million. 7. Current Trading and Prospects As was stated in the circular and Admission Document dated 20 February 2008, theDirectors believe they are well placed to enhance the value of the Company'sinvestments in the three Mongolian companies and in GCM Resources plc, theacquisitions of which were described in the circular and Admission Document.Following the publication of the Admission Document, on 3 March 2008, theCompany signed agreements to purchase 100% of a portfolio of 15 explorationlicenses in Mongolia for a cost of US$12.8m. The total area covered by these newtitles is 2,274 km2 and consists of 1 iron ore project, 7 coal projects and 7uranium projects. Within the new portfolio acquired two cornerstone projects have been identifiedas follows:- Ers Project is a significant coal project ideally located in the East Gobi CoalBasin within 100km from China and 80km from the trans-Siberian railway. Resultsfrom 6 drill holes indicate a flat lying coal seam occurs with an averagethickness of 63m but extending up to 108.3m in thickness and lies within 220m ofthe surface. The seam remains open in all directions. The Company has two rigscommencing to define international standard resources on this property. Bol Iron Ore Project is located 24km from a railway loading station and 105kmsoutheast from the capital Ulaanbaatar in the Tuv Province. The project hasRussian defined resources that are currently being validated which highlight a Pcategory resource of 195Mt of iron ore grading 46% Fe (P Category resource isbased on limited geophysical data, mapping, trenching and 4 drill holes only andis not compliant with JORC standard resources). This iron ore is distributedalong a 6km belt of sedimentary iron ore formation held within the Company's newacquisition. The Company will commence a resource definition programme duringsecond and third quarters of 2008. The Directors continue to review further potential investments and acquisitionopportunities which may meet the Company's investment criteria. 8. Lock-in and Orderly Market Arrangements At IPO Admission, the directors of Polo at the time (Guy Elliott, SureshHiremath and Harald van Hoeken) and persons connected with them owned165,000,000 Ordinary Shares and options to acquire a further 6,000,000 OrdinaryShares at the price of 5 pence per Ordinary Share. These persons undertook tothe Company that they would not sell or dispose of, except in certaincircumstances, any of their respective interests in Ordinary Shares at any timebefore the first anniversary of IPO Admission or, if later, the date on whichthe Company makes its first investment or acquisition. At IPO Admission, the Directors and persons connected with them owned100,000,000 Ordinary Shares representing 12.37 per cent. of the issued OrdinaryShares and options to acquire a further 6,000,000 Ordinary Shares at the priceof 5 pence per Ordinary Share and options to acquire a further 30,000,000Ordinary Shares at the price of 9 pence per Ordinary Share. The Directors andpersons connected with them have undertaken to the Company and Canaccord thatthey will not sell or dispose of, except in certain circumstances, any of theirrespective interests in Ordinary Shares at any time for a period of 12 monthsfrom the date of IPO Admission and will be subject to orderly marketarrangements during the following 12 months after the initial one-year lock-inperiod. On 4 March 2008, Polo issued 25,000,000 Ordinary Shares in respect of theacquisition of MUC Resources LLC, World Coal Works Corporation and PoloResources LLC. These 25,000,000 Ordinary Shares are subject to a one-yearlock-in period from the date of issue and subject to orderly market arrangementsduring the following 12 months after the initial one-year lock-in period. Further details of the lock-ins referred to above were included in paragraph 9.6of Part VI of the circular and Admission Document dated 20 February 2008. Important NoticeThis announcement (including the Appendices to this announcement) has been issued by, and is the sole responsibility of Polo.Members of the general public are not eligible to take part in the Placing. This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, is directed exclusively at persons who have professional experience in matters relating to investments who are:(i) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measures (the "Prospectus Directive") ("Qualified Investors"); (ii) in the United Kingdom, Qualified Investors (1) who have professional experience in matters relating to investments who fall within article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (2) falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Order and section 86(7) (Qualified Investors) of Financial Services and Markets Act 2000; and(iii) other persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as 'Relevant Persons').This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing and the Bookbuilding Process set out in this announcement are for information purposes only.JPMorgan Cazenove, Canaccord and BMO are each acting for the Company and no one else in connection with the Placing and will not be responsible to any other person for providing the protectionsafforded to its clients, or for providing advice in relation to the Placing and/or any other matter referred to in this announcement (including the Appendices to this announcement), or any other transaction, arrangement or matter referred to herein. The securities referred to herein have not been, and will not be, registeredunder the Securities Act or with any securities regulatory authority of anyState or other jurisdiction of the United States (as such term is defined inRegulation S under the Securities Act), and accordingly, may not be offered orsold in the United States except pursuant to an exemption from, or in atransaction not subject to, registration under the Securities Act. No publicoffering of the securities referred to herein will be made in the United States.Any offering to be made in the United States will be made to a limited number of"qualified institutional buyers" pursuant to an exemption from registrationunder the Securities Act in a transaction not involving any public offering. ThePlacing Shares are being offered and sold outside the United States inaccordance with Regulation S under the Securities Act. Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any jurisdiction in which such publication or distribution would be unlawful. No public offering of securities of the Company is being made in the United Kingdom, the United States or elsewhere. This announcement (including the Appendices to this announcement) includes "forward-looking statements". All statements other than statements of historical facts included in this announcement (including the Appendices to this announcement), including, without limitation, those regarding the Company's business strategy and plans and objectives of management for future operations and acquisition opportunities, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of the Company or the markets and economies in which the Company operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, political, regulatory and economic factors. Neither the Company nor the Banks assume any responsibility to update any of such forward-looking statements. APPENDIX A TERMS & CONDITIONS IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THEANNOUNCEMENT AND THIS APPENDIX (WHICH FORMS PART OF THE ANNOUNCEMENT) AND THETERMS AND CONDITIONS SET OUT IN THE ANNOUNCEMENT AND THIS APPENDIX ARE FORINFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATESOF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITEDKINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (1) WHO HAVE PROFESSIONALEXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5)(INVESTMENT PROFESSIONALS) OF THE ORDER OR (2) FALLING WITHIN ARTICLE 49(2)(A)TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THEORDER; AND (C) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED(SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIXAND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BYPERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TOWHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE ISAVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANTPERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PARTCONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES INPOLO RESOURCES LIMITED. If you have been invited and choose to participate in the Placing by making anoffer (oral or written) to acquire Placing Shares you will be deemed to haveread and understood this Appendix and the announcement of which it forms part intheir entirety and to be making such offer on the terms and conditions, and tobe providing the representations, warranties and acknowledgements, contained inthis Appendix. In particular you represent, warrant and acknowledge that you area Relevant Person. Further, you represent and agree that you are either (a) aqualified institutional buyer (as defined in Rule 144A under the Securities Act)who is a qualified purchaser (as that term is defined in the Rules under theInvestment Company Act of 1940, as amended) and have duly executed an investorletter in the form provided to you and delivered the same to the Managers, or(b) you are outside the United States and are subscribing for Placing Shares inan "offshore transaction" (within the meaning of Regulation S). See"Representations and Warranties" below in this Appendix for furtherrepresentations and warranties you (and any person acting on your behalf) willbe deemed to make by participating in the Bookbuilding. Neither this announcement nor any part of it constitutes an offer to sell orissue or the solicitation of an offer to buy, subscribe or acquire any newOrdinary Shares in any jurisdiction in which any such offer or solicitationwould be unlawful and the information contained herein is not for publication ordistribution, directly or indirectly, in or into the United States, Canada,Australia, Japan, the Republic of Ireland or the Republic of South Africa anyjurisdiction in which such publication or distribution would be unlawful. Nopublic offering of securities of the Company is being made in the UnitedKingdom, the United States, the Republic of Ireland or the Republic of SouthAfrica or elsewhere. In particular, this Appendix and the announcement of which it forms part are notan offer for sale of the securities in the United States, and the securities maynot be sold in the United States absent registration or an exemption fromregistration under the Securities Act. The relevant clearances have not been,and nor will they be, obtained from the securities commission of any province orterritory of Canada; no prospectus has been lodged with, or registered by, theAustralian Securities and Investments Commission or the Japanese Ministry ofFinance or any securities commission in Japan, the Republic of Ireland or theRepublic of South Africa; and the Placing Shares have not been, and nor willthey be, registered under or offered in compliance with the securities laws ofany state, province or territory of Canada, Australia, Japan, the Republic ofIreland or the Republic of South Africa. Accordingly, the Placing Shares may not(unless an exemption under the relevant securities laws is applicable) beoffered, sold, resold or delivered, directly or indirectly, in or into theUnited States, Canada, Australia, Japan, the Republic of Ireland or the Republicof South Africa or any other jurisdiction outside the United Kingdom. Persons(including, without limitation, nominees and trustees) who have a contractual orother legal obligation to forward a copy of this Appendix or the announcement ofwhich it forms part should seek appropriate advice before taking any action. The distribution of this announcement and the placing of the Placing Shares incertain other jurisdictions may be restricted by law. No action has been takenby the Managers or the Company that would permit such an offer of OrdinaryShares or possession or distribution of this announcement or any other offeringor publicity material relating to the Ordinary Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisannouncement comes are required by the Managers and the Company to informthemselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove has been appointed as sole bookrunner to the Placing.The Banks have entered into the Placing Agreement with the Company under which the Managers have severally (and not jointly and severally), on the terms and subject to the conditions set out therein, undertaken as agents of the Company to use all reasonable endeavours to procure Placees to take up the Placing Shares at the Placing Price. Under the Placing up to 750,000,000 of the Placing Shares are available to be placed firm (the "Firm Placing Shares") and an additional number of new Ordinary Shares (subject to the maximum amount of Ordinary Shares that the Directors will be able to issue on a non pre£emptive basis if the amendments to the Company's articles of association as set out in the Shareholder Resolutions are made) are available to be placed subject to shareholder approval at the General Meeting (the "Conditional Placing Shares"). Subject to and conditional upon the publication of the Placing ResultsAnnouncement in accordance with the Placing Agreement and the signing of apricing supplement agreement by the Banks and the Company recording the finalPlacing Price and the final number of Placing Shares (the "Pricing Supplement"),JPMSL, Canaccord and BMO have agreed in the Placing Agreement that, to theextent that the Managers fail to procure Placees to subscribe for all of theFirm Placing Shares at the Placing Price (such number of Placing Shares whichare not so subscribed being the "Unplaced Firm Placing Shares"), they willthemselves subscribe at the Placing Price (or nominate one or more persons to sosubscribe) for that percentage of the Unplaced Firm Placing Shares set outopposite their respective names below: JPMSL 50 per cent. Canaccord 25 per cent. BMO 25 per cent. If one of the Banks defaults or is likely to default in the performance of itsobligations to procure Placees or, failing which, subscribe for or purchase anyunplaced Firm Placing Shares for which it has agreed to procure Placees, JPMCshall have the right, within 48 hours thereafter, to make arrangements for thenon-defaulting Banks or any other underwriters, to procure subscribers for or,failing which, subscribe all of such shares. If JPMC shall not have completedsuch arrangements within such 48-hour period, then: (a) if such number of defaulted Placing Shares does not exceed10 per cent. of the Placing Shares, each of the non-defaulting Banks shall beobligated severally to procure subscribers for or to subscribe the full amountthereof in the proportions that their respective underwriting obligations bearto the underwriting obligations of the Banks; or (b) if the number of such Placing Shares exceeds 10 per cent. ofthe aggregate number of Placing Shares, the Placing shall terminate. The Banks and the Company are not obliged to sign the Pricing Supplement. Theplacing of the Conditional Placing Shares is not underwritten.The Firm Placing Shares and the Conditional Placing Shares are to be placed on a pro rata basis such that each Placee offering to subscribe for Placing Shares would, in the event of such offer being accepted in full, be entitled to subscribe for Placing Shares split between Firm Placing Shares and Conditional Placing Shares in the same proportion as other successful applicants. The Placing Shares will, as from the date when they are issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. The Company has undertaken in the Placing Agreement not to make or declare any dividends in respect of Ordinary Shares before the date of Admission to trading on AIM of the Conditional Placing Shares (or if earlier the date of termination of the Placing Agreement). AdmissionApplication for all the Placing Shares to be admitted to trading on AIM will be made. Settlement for any Firm Placing Shares issued and allotted pursuant to the Placing will take place on Admission of such shares which is expected to be 13 March 2008. Settlement for any Conditional Placing Shares issued and allotted pursuant to the Placing will, subject to the passing of the Shareholder Resolutions, take place on the date of Admission of such shares which is expected to be 31 March 2008. In this Appendix, unless the context otherwise requires, "Placee" or "you" meansa Relevant Person (including individuals, funds or others) on whose behalf anoffer to subscribe for Placing Shares has been, or is proposed to be, given and"Placees" and "your" shall be construed accordingly. Bookbuild Commencing today, the Managers will be conducting an accelerated bookbuildingprocess (the "Bookbuilding Process") to determine demand for the Placing Shares.This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Bookbuilding Process. No commissions will be paid toPlacees or be payable by Placees in respect of any Placing Shares. Participation in the Bookbuilding ProcessOnly Relevant Persons who are invited to do so may participate in the Bookbuilding Process. Invitations to participate will be made by telephone through usual sales contacts at JPMorgan Cazenove, Canaccord and BMO. If you are invited to participate, your allocation (if any) of Firm Placing Shares and Conditional Placing Shares will be confirmed to you orally following the close of the Bookbuilding Process and contract notes confirming your agreement to subscribe for Firm Placing Shares and your agreement to subscribe for Conditional Placing Shares will be dispatched as soon as possible thereafter. A Manager's oral confirmation to you will constitute acceptance of your offer to acquire both Firm Placing Shares and, subject to the passing of the Shareholder Resolutions, Conditional Placing Shares, and create a legally binding commitment upon you (and you will at that point become a Placee) to subscribe for the number of Firm Placing Shares and Conditional Placing Shares allocated to you on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents. The Company or JPMorgan Cazenove will make a further announcement following the close of the Bookbuilding Process detailing the number of Firm Placing Shares and Conditional Placing Shares (if any) to be sold and the price at which the same are to be placed (the "Placing Results Announcement"). Principal terms of the Bookbuilding Process 1. The Managers are arranging the Placing as agents of the Company. 2. Participation will only be available to Relevant Persons invited toparticipate by JPMorgan Cazenove, Canaccord or BMO. The Managers and theirrespective Affiliates are entitled to enter bids as principal in theBookbuilding Process. 3. Whether the Placing proceeds, the number of Placing Shares and the PlacingPrice will be decided at the close of the Bookbuilding Process. If the Placingproceeds, the Bookbuilding Process will establish a single price per PlacingShare in pence Sterling payable by all Placees (the "Placing Price") and thePlacing Price will be agreed between the Company and JPMorgan Cazenove followingcompletion of the Bookbuilding Process. 4.Once you have been invited to bid in the Bookbuilding Process, you should communicate your bid by telephone to your usual sales contact at JPMorgan Cazenove, Canaccord or BMO, as the case may be. Your bid should state the number of Placing Shares (which will be apportioned by JPMorgan Cazenove as between Firm Placing Shares and Conditional Placing Shares on a pro rata basis in the same proportions for all applicants, with the precise split depending on the aggregate number of Placing Shares ultimately to be issued) or total monetary amount which you are offering to subscribe for Placing Shares at either the Placing Price which is ultimately established or at prices up to a price limit specified in your bid. 5. JPMorgan Cazenove, Canaccord and BMO each reserve the right not to acceptbids or to accept bids in part rather than in whole. The acceptance of bidsshall be at JPMorgan Cazenove's, Canaccord's or BMO's, as the case may be,absolute discretion. 6. The Bookbuilding Process is expected to close no later than 3.30 p.m. (Londontime) on 10 March 2008, but may be closed earlier or later, on that or any otherday, at the discretion of JPMorgan Cazenove and the Company. JPMorgan Cazenovemay, at its sole discretion, accept bids that are received after theBookbuilding Process has closed. 7. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will be legally binding on the Placee by which, or on behalfof which, it is made and will not be capable of variation or revocation by thePlacee after the close of the Bookbuilding Process. Conditions of the PlacingThe obligations of the Banks under the Placing Agreement in relation to the Placing of the Firm Placing Shares and the Conditional Placing Shares are conditional (inter alia) on: (a) in relation to the obligations relating to both the Firm Placing Shares andthe Conditional Placing Shares, Admission of the Firm Placing Shares occurringnot later than 8.00 a.m. on 13 March 2008 or such other date as may be agreedbetween the Company and JPMorgan Cazenove, not being later than 17 March 2008; (b) in relation to the obligations relating to the Conditional Placing Shares: (i) the passing without amendment of the Shareholder Resolutions at the GM; and (ii) Admission of the Conditional Placing Shares occurring not later than 8.00a.m. on 31 March 2008 or such other date as may be agreed between the Companyand JPMorgan Cazenove, not being later than 2 April 2008; (c) the Company complying with its obligations under the Placing Agreement andthe Depositary Agreement, to the extent that the same fall to be performed priorto Admission of the Firm Placing Shares (in respect of obligations relating tothe Firm Placing Shares and the Conditional Placing Shares) and/or Admission ofthe Conditional Placing Shares (in respect of obligations relating to theConditional Placing Shares); (d) the Company allotting, subject only to Admission becoming effective (and, inthe case of the Conditional Placing Shares, subject also to the passing of theShareholder Resolutions), the Placing Shares to the Depositary or, in respect ofPlacing Shares to be held in certificated form, to Placees, or to JPMSL,Canaccord or BMO (or to persons nominated by them); (e) publication of the Placing Results Announcement no later than 8.00 a.m. on11 March 2008 or such other time and/or date as may be agreed between theCompany and JPMorgan Cazenove; and (f) the representations, warranties and undertakings given by the Company in thePlacing Agreement (the "Warranties") being true and accurate and not misleadingon and as of the date of the Placing Agreement and at all times before: (i) in relation to obligations relating to the Firm Placing Shares, Admissionthereof; and (ii) in relation to obligations relating to the Conditional Placing Shares,Admission thereof.If (a) the conditions in the Placing Agreement relating to the placing of the Firm Placing Shares are not satisfied or waived by JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) within the stated time period (or such later time and/or date as JPMorgan Cazenove may decide) or (b) the Placing Agreement is terminated in the circumstances specified below prior to Admission of the Firm Placing Shares, the Placing (both firm and conditional) will not take place and your rights and obligations hereunder in respect hereof shall cease and determine at such time and no claim can be made in respect thereof. The Firm Placing is not conditional on the Conditional Placing in any way.If (a) the conditions in the Placing Agreement relating to the placing of the Conditional Placing Shares are not satisfied or (where applicable) waived by JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) within the stated time period (or such later time and/or date as JPMorgan Cazenove may decide) or (b) the Placing Agreement is terminated in the circumstances specified below prior to Admission of the Conditional Placing Shares, the placing of the Conditional Placing Shares will not take place and your rights and obligations hereunder in respect thereof shall cease and determine at such time and no claim can be made in respect thereof.By participating in the Bookbuilding Process you agree that your rights and obligations hereunder in relation to the placing of the Firm Placing Shares and the placing of the Conditional Placing Shares are conditional upon the Placing Agreement becoming unconditional in all respects in relation to each of them and not being terminated and will terminate only in the circumstances described in this Appendix (or otherwise in circumstances in which JPMorgan Cazenove and/or JPMSL and/or Canaccord and/or BMO is entitled to terminate them) and will not be capable of rescission or termination by you. JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) reserve the rightto waive or to extend the time and/or date for fulfilment of any of theconditions in the Placing Agreement (except that they may not waive theconditions described in (a) and (d) above). JPMorgan Cazenove and JPMSL shallhave no liability to any Placee (or to any other person whether acting on behalfof a Placee or otherwise) in respect of any decision they may make as to whetheror not to invoke, waive or to extend the time and/or date for the satisfactionof any condition in the Placing Agreement, and by participating in theBookbuilding Process you agree that any such decision is within the absolutediscretion of JPMorgan Cazenove and JPMSL. Right to terminate under the Placing AgreementJPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) is entitled, at any time before Admission of the Firm Placing Shares or the Conditional Placing Shares (as the case may be), to terminate the Placing Agreement and the Banks' obligations under the Placing Agreement if inter alia: (a) the Warranties or any of them are not true and accurate or have becomemisleading (or would not be true and accurate or would be misleading if theywere repeated at any time before Admission) in respect of a matter which, in theopinion of JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) (actingin good faith), is material in the context of the Placing by reference to thefacts subsisting at the time when the termination notice referred to below isgiven; or (b)any statement in any announcement made by the Company prior to Admission of the relevant Placing Shares is untrue, incorrect or misleading when made or becomes untrue, inaccurate or misleading at any time prior to Admission of the relevant Placing Shares by reference to the facts or circumstances from time to time subsisting or any matter arises which would, had it arisen prior to the date of the relevant announcement, have constituted an omission from such announcement; or (c) the Company fails, in any respect which is material in the opinion ofJPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove)(acting in goodfaith), to comply with any of its obligations under the Placing Agreement; or (d) in the opinion of JPMorgan Cazenove (or JPMSL acting through JPMorganCazenove)(acting in good faith), there has been a material adverse change in oraffecting the operations, properties, condition (financial or other), orprospects or results of operations or general affairs of the Group taken as awhole; or (e) in the opinion of JPMorgan Cazenove (or JPMSL acting through JPMorganCazenove)(acting in good faith), there has been: (i) a change in national or international financial, political, economic orstock market conditions (primary or secondary); (ii) an incident of terrorism, outbreak or escalation of hostilities, war,declaration of martial law or any other calamity or crisis; (iii) a suspension or material limitation In trading of securities generally orthe securities of the Company on any stock exchange; or (iv) any change in currency exchange rates or exchange controls or a disruptionof settlement systems or a material disruption or general moratorium incommercial banking, as would, in the opinion of JPMorgan Cazenove (or JPMSL acting through JPMorganCazenove)(acting in good faith) be likely to prejudice the success of thePlacing, in each of which cases JPMorgan Cazenove (or JPMSL acting through JPMorganCazenove) shall, if practicable, in the circumstances, promptly give noticethereof to the Company and then consult with the Company in respect of suchmatters and the Placing Agreement (other than certain specified provisions) maybe terminated by JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove)following such consultation, if any, by the giving of a termination notice andthe Placing Agreement (other than certain specified provisions) will thereuponhave no further effect. Notwithstanding Admission of the Firm Placing Shares, JPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) retains its rights under the Placing Agreement to terminate the placing of the Conditional Placing Shares in accordance with the terms thereof. Any such termination after completion of the placing of the Firm Placing Shares will not, for the avoidance of doubt, affect the completed placing of the Firm Placing Shares. By participating in the Bookbuilding Process you agree that the exercise byJPMorgan Cazenove (or JPMSL acting through JPMorgan Cazenove) of any right oftermination or other discretion under the Placing Agreement shall be within theabsolute discretion of JPMorgan Cazenove (or JPMSL acting through JPMorganCazenove) and that they need not make any reference to you and that none of themshall have any liability to you whatsoever in connection with any such exercise. No Prospectus The Placing Shares are being offered to a limited number of specifically invitedpersons only and will not be offered in such a way as to require a prospectus inthe United Kingdom or in any other jurisdiction. No prospectus or AIM admissiondocument has been or will be submitted to be approved by London Stock Exchangeor the FSA in relation to the Placing and the Placees' commitments will be madesolely on the basis of the information contained in this announcement and thePlacing Results Announcement. Each Placee, by participating in the Placing,agrees that the content of this announcement and the Placing ResultsAnnouncement is exclusively the responsibility of the Company and confirms thatit has neither received nor relied on any other information, representation,warranty or statement made by or on behalf of JPMorgan Cazenove, JPMSL,Canaccord, BMO or the Company and none of JPMorgan Cazenove, JPMSL, Canaccord,BMO or the Company will be liable for any Placee's decision to accept thisinvitation to participate in the Placing based on any other information,representation, warranty or statement. Each Placee acknowledges and agrees thatit has relied on its own investigation of the business, financial or otherposition of the Company in deciding to participate in the Placing. Nothing inthis announcement shall exclude the liability of any person for fraudulentmisrepresentation. Passive Foreign Investment Company There is a risk that we may be treated as a "passive foreign investment company"("PFIC") for U.S. federal income tax purposes. We will be treated as a PFIC if75 percent of our gross income in a taxable year, including our pro rata shareof the gross income of any corporation in which we are considered to own 25percent or more of the shares by value, is passive income (as defined for U.S.federal income tax purposes). Alternatively, we will be treated as a PFIC if atleast 50 percent of our assets in a taxable year, averaged over the year,including our pro rata share of the assets of any corporation in which we areconsidered to own 25 percent or more of the shares by value, are held for theproduction of, or produce, passive income (as defined for U.S. federal incometax purposes). If we are a PFIC, U.S. holders of the Shares may be subject to anumber of detrimental U.S. federal tax consequences, including but not limitedto accelerated recognition of income regardless of the timing of distributions,interest charges on deferred income, recharacterization of gain on thedisposition of the Shares as ordinary income, the denial of any step-up in basisof the Shares upon the death of a U.S. holder, and the ineligibility ofdistributions for taxation at the long-term capital gains rate as "qualifieddividend income." We have not undertaken any analysis as to whether we are aPFIC for U.S. federal income tax purposes. PFIC status is determined annuallyafter the close of the year in question. We make no assurance that we are notcurrently a PFIC, that we will not become a PFIC in the future, that if webecome a PFIC we will have timely knowledge or notify U.S. holders of such, orthat we will provide U.S. holders with information necessary for such holders tomake filings or elections in response to our PFIC status. The U.S. federalincome tax provisions regarding PFICs are very complex and are affected byvarious factors in addition to those described above. U.S. holders of Shares arestrongly encouraged to consult with their own tax advisors about the PFIC rulesin connection with purchasing, holding, or disposing of Shares. Registration and SettlementSubject as provided below, settlement for all Placing Shares (represented by Depositary Interests) will be made through CREST. Settlement for any Firm Placing Shares issued and allotted pursuant to the Placing will take place on the date of Admission of such shares which is expected to be 13 March 2008. Settlement for any Conditional Placing Shares issued and allotted pursuant to the Placing will, subject to the approval of the Shareholder Resolutions take place on the date of Admission of such shares which is expected to be 31 March 2008. JPMorgan Cazenove reserves the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means as it deems necessary ifdelivery or settlement is not possible as described above within the timetableset out in this announcement or would not be consistent with the regulatoryrequirements in the Placee's jurisdiction. If you are allocated any Placing Shares in the Bookbuilding Process you will be sent two contract notes, one which will confirm the number of Firm Placing Shares to be subscribed for by you and a second which will confirm the number of Conditional Placing Shares to be subscribed for by you, in each case also confirming the Placing Price and the aggregate amount owed by you to JPMorgan Cazenove, Canaccord or BMO, as the case may be, as agent for the Company in relation to the settlement of such Firm Placing Shares and Conditional Placing Shares. By participating in the Placing, you agree that you will do all things necessary to ensure that delivery and payment is completed in accordance with the standing settlement instructions which you have in place with JPMorgan Cazenove, Canaccord or BMO, as the case may be. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the contract note is copied and delivered immediately to therelevant person within that organisation. Interest is chargeable daily on payments to the extent that value is receivedafter the due date at the rate of 5 percentage points above prevailing LIBOR. Ifyou do not comply with your obligations, JPMorgan Cazenove, Canaccord or BMO maysell your Placing Shares on your behalf and retain from the proceeds, for itsown account and benefit, an amount equal to the Placing Price plus any interestdue (in settlement of your liability in respect of JPMorgan Cazenove's,Canaccord's or BMO's payment to the Company on your behalf of the Placing Priceof the relevant Placing Shares under the Placing Agreement). You will, however,remain liable on the same basis for any shortfall below the Placing Price andyou may be required to bear any interest or losses which may arise upon the saleof your Placing Shares on your behalf. You will not be entitled to receive any fee or commission in connection with thePlacing. Representations and Warranties By participating in the Bookbuilding Process you (and any person acting on yourbehalf): 1. represent and warrant that you have read this Appendix and the announcementof which it forms part in their entirety and have not redistributed them or anypart of them; 2. acknowledge that you have been invited to participate in the BookbuildingProcess solely on the basis of this announcement and that no offering document,prospectus, AIM admission document or any other document has been prepared inconnection with the Placing or formed the basis of the placing of the PlacingShares with you; 3. acknowledge that the content of this Appendix and the announcement of whichit forms part are exclusively the responsibility of the Company and that none ofthe Banks, nor any of their respective Affiliates nor any person acting on anyof such Bank's or Affiliate's behalf has or shall have any liability for anyinformation, representation or statement contained in this Appendix and/or theannouncement of which it forms part or any information previously published byor on behalf of the Company; 4. acknowledge that the Ordinary Shares are admitted to trading on AIM, and theCompany is therefore required to publish certain business and financialinformation in accordance with the AIM Rules (collectively, the "ExchangeInformation"), which includes a description of the nature of the Company'sbusiness and the Company's most recent AIM admission document and financialstatements, and similar statements for preceding financial years, and that youare able to obtain or access the Exchange Information without undue difficulty; 5. represent and warrant that you have neither received nor relied on anyinformation, representation, warranty or statement made by or on behalf ofJPMorgan Cazenove, JPMSL, Canaccord, BMO or the Company other than theinformation contained in this announcement and that none of JPMorgan Cazenove,JPMSL, Canaccord, BMO or the Company will be liable for any Placee's decision toaccept an invitation to participate in the Placing (and any resultinginvestment) based on any other information, representation, warranty orstatement; 6. acknowledge and agree that you have relied on your own investigation of thebusiness, financial and/or other position of the Company in deciding toparticipate in the Placing (and in making any resulting investment) andacknowledge and agree that none of the Banks, nor any of their respectiveAffiliates nor any person acting on such Bank's or Affiliate's behalf, hasprovided, and will not provide you with any other material regarding the PlacingShares or the Company; nor have you requested the Banks, any of their respectiveAffiliates or any person acting on such Bank's or Affiliate's behalf to provideyou with any such information; 7. represent and warrant that you (and/or any beneficial owner on whose behalfyou are making a subscription) are entitled to subscribe for Placing Sharesunder the laws of all relevant jurisdictions which apply to you (and/or suchbeneficial owner) and that you (and/or such beneficial owner) have fullyobserved such laws and obtained all such governmental and other guarantees andother consents which may be required thereunder and complied with all necessaryformalities; 8. unless otherwise specifically agreed with JPMorgan Cazenove, represent andwarrant that you are, or at the time the Placing Shares are acquired that youwill be, the beneficial owner of such Placing Shares, or that the beneficialowner of such Placing Shares is not a resident of Canada, Australia, Japan, theRepublic of Ireland or the Republic of South Africa; 9. acknowledge that the Placing Shares have not been and will not be registeredunder the securities legislation of the United States, Canada, Australia, Japan,the Republic of Ireland or the Republic of South Africa and, subject to certainexceptions, may not be offered, sold, taken up, renounced or delivered ortransferred, directly or indirectly, within those jurisdictions; 10. acknowledge that where you are subscribing for Placing Shares for one ormore managed accounts, you represent and warrant that you are authorised inwriting by each managed account (a) to subscribe for the Placing Shares for eachmanaged account; (b) to make on its behalf the representations, warranties andagreements in this Appendix and the announcement of which it forms part; and (c)to receive on its behalf any investment letter relating to the Placing in theform provided to you by JPMorgan Cazenove, Canaccord or BMO, as the case may be.You agree to indemnify and hold the Company, JPMorgan Cazenove, JPMSL,Canaccord, BMO and their respective Affiliates harmless from any and all costs,claims, liabilities and expenses (including legal fees and expenses) arising outof or in connection with any breach of the representations and warranties inthis paragraph 10. You agree that the provisions of this paragraph 10 shallsurvive the resale of the Placing Shares by or on behalf of the managedaccounts; 11. undertake to pay any capital duty, stamp duty or stamp duty reserve tax andall other stamp, issue, securities, transfer, registration, documentary or othersimilar duties or taxes payable or otherwise required to be paid in respect ofthe allotment, issue, delivery or transfer of the Placing Shares or any interesttherein to or by you, or the acquisition or disposal of, or in connection withany agreement to subscribe or for the allotment, issue, delivery or transfer of,the Placing Shares or any interest therein to you or by you pursuant to or as aresult of the arrangements contemplated by the Placing Agreement or thisAppendix or the announcement of which it forms part or in connection with theissue, execution or delivery of the Placing Agreement or this Appendix or theannouncement of which it forms part and any interest or penalties payable inrespect thereof and to indemnify (on an after tax basis) and hold harmlessJPMorgan Cazenove, JPMSL, Canaccord, BMO, the Company and their respectiveagents to the extent that JPMorgan Cazenove, JPMSL, Canaccord, BMO and/or theCompany pay or are or become liable to pay any amount in respect of such dutiesand taxes. References in this paragraph 11 to Placing Shares include anyinterest in, or rights to allotment of, or rights to subscribe for or options tosubscribe, Placing Shares. None of JPMorgan Cazenove, JPMSL, Canaccord and BMOshall be liable to pay any amount pursuant to this paragraph 11; 12. represent and warrant that the issue to you, or the person specified by youfor registration as holder, of Placing Shares will not give rise to a liabilityunder any of sections 67 to 72 inclusive and 93 to 97 inclusive of the FinanceAct 1986 (depositary receipts and clearance services); 13. represent and warrant that: (i) you are aware of and have complied with your obligations in connection withmoney laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2003and the Money Laundering Regulations 2003 (the "Regulations") and, if you aremaking payment on behalf of a third party, that satisfactory evidence has beenobtained and recorded by you to verify the identity of the third party asrequired by the Regulations; and (ii) you and any person acting on your behalf have complied and will complywith, and have not breached and will not breach, any and all applicableprovisions of FSMA with respect to anything done by you or such person inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 14. represent and warrant that if you are in a member state of the EuropeanEconomic Area you are a Qualified Investor within the meaning of the ProspectusDirective; 15. represent and warrant that if you are in the United Kingdom you are aQualified Investor within the meaning of the Prospectus Directive and a person(1) who has professional experience in matters relating to investments and fallwithin article 19(5) (investment professionals) of the Order, or (2) who fallswithin article 49(2)(a) to (d) (high net worth companies, unincorporatedassociations etc) of the Order, and you undertake that you will acquire, hold,manage or dispose of any Placing Shares that are allocated to you for thepurposes of your business; 16. represent and warrant that you have not offered or sold and as part of thedistribution of the Placing shares, will not offer or sell any Placing Shares topersons in the United Kingdom except to Qualified Investors or otherwise incircumstances which have not resulted and which will not result in an offer tothe public in the United Kingdom within section 85(1) of FSMA; 17. represent and warrant that you have only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 18. represent and warrant that as far as you are aware you are not acting inconcert (within the meaning given in The City Code on Takeovers and Mergers)with any other person in relation to the Company; 19. represent and warrant that you and any person acting on your behalf isentitled to subscribe for Placing Shares under the laws of all relevantjurisdictions and have all necessary capacity and have obtained all necessaryconsents and authorities to enable you and such person to commit to thisparticipation in the Placing and to perform your and such person's obligationsin relation thereto (including, without limitation, in the case of any person onwhose behalf you are acting, all necessary consents and authorities to agree tothe terms set out or referred to in this announcement) and will honour suchobligations;. 20. undertake that you and any person acting on your behalf will pay for thePlacing Shares allocated to you in accordance with this announcement on the duetime and date set out herein, failing which the relevant Placing Shares (or anypart of them) may be placed with other subscribers or sold as JPMorgan Cazenove,Canaccord or BMO, as the case may be, may in their absolute discretion determineand without liability to such Placee; 21. acknowledge that participation in the Placing is on the basis that you arenot and will not be a client of JPMorgan Cazenove, JPMSL, Canaccord or BMO andnone of JPMorgan Cazenove, JPMSL, Canaccord and BMO has any duties orresponsibilities to you for providing the protections afforded to theirrespective clients or customers or for providing advice in relation to thePlacing or in respect of any representations, warranties, undertakings orindemnities contained in the Placing Agreement; 22. undertake that the person whom you specify for registration as holder of thePlacing Shares will be (a) you, or (b) your nominee, as the case may be. None ofthe Banks nor the Company will be responsible for any liability to stamp duty orstamp duty reserve tax resulting from a failure to observe this requirement. Youand any person acting on your behalf agrees to subscribe on the basis that thePlacing Shares will be registered in the name of the Depositary which will issueDepositary Interests representing those Placing Shares to a stock account ofJPMorgan Cazenove or JPMSL who will hold them as nominee on behalf of the Placeeuntil settlement in accordance with its standing settlement instructions; 23. acknowledge that any agreements entered into by you pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith the laws of England and you submit (on behalf of yourself and on behalf ofany person on whose behalf you are acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract, provided that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company, JPMorgan Cazenove, Canaccord or BMO in anyjurisdiction in which the relevant Placee is incorporated or in which any of itssecurities have a quotation on a recognised stock exchange; 24. acknowledge that time shall be of the essence as regards obligationspursuant to this Appendix to the announcement; 25. if a financial intermediary, as that term is used in Article 3(2) of the EUProspectus Directive 2003/71/EC, represent and warrant that the Placing Sharespurchased by you in the Placing will not be acquired on a non-discretionarybasis on behalf of, nor will they be acquired with a view to their offer orresale to, persons in a Member State of the European Economic Area which hasimplemented the Prospectus Directive other than qualified investors, or incircumstances in which the prior consent of JPMorgan Cazenove has been given tothe offer or resale; and 26. will be deemed to acknowledge, represent and agree with the Company,JPMorgan Cazenove, Canaccord and BMO as follows (a) you are aware that thePlacing Shares have not been and will not be registered under the Securities Actor with any securities regulatory authority of any state or other jurisdictionof the United States; (b) unless you are making the representations set for thein (a) through (f) below, you are acquiring Placing Shares in an offshoretransaction meeting the requirements of Regulation S; and (c) you will notoffer, sell, pledge or transfer any Placing Shares, except in accordance withthe Securities Act and any applicable laws of any state of the United States andany other jurisdiction. Each subscriber of Placing Shares in the United States will be deemed to haveacknowledged, represented to and agreed with the Company, JPMorgan Cazenove,Canaccord and BMO as follows: (a) the subscriber (1) is acquiring the Placing Shares in a transaction thatmeets the requirements of Regulation S or (2)(x)is a QIB that is also aqualified purchaser, as that term is defined in the rules underlying theInvestment Company Act of 1940, as amended; (y) is acquiring the Placing Sharesfor its own account or the account of a QIB; and (z) is aware, and eachbeneficial owner of such Placing Shares has been advised, that the issue or saleto it is being made in reliance on Rule 144A or another available exemption fromregistration; (b) it shall not resell or otherwise transfer any of the Placing Shares withintwo years after the original issuance of the Placing Shares except (1) to theCompany or any of its affiliates; (2) in accordance with Rule 144A to a personthat it and any person acting on its behalf reasonably believe is a QIBpurchasing for its own account or for the account of a QIB; or (3) in anoffshore transaction in accordance with Rule 904 of Regulation S;; (c) it agrees that it will give to each person to whom it transfers the PlacingShares notice of any restrictions on transfer of the Placing Shares; (d) it understands that its certificated Placing Shares (if any) will bear alegend substantially to the following effect, until the expiration of theapplicable holding period with respect to the Placing Shares set forth in Rule144 under the Securities Act (if available) or until another circumstance existspermitting US legend removal, as more completely described in the US investorletter:: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITEDSTATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR ANY STATESECURITIES LAWS. THE HOLDER HEREBY, BY PURCHASING SUCH SECURITIES, AGREES FORTHE BENEFIT OF POLO RESOURCES LIMITED THAT SUCH SECURITIES MAY BE OFFERED, SOLDOR OTHERWISE TRANSFERRED ONLY (A) TO POLO RESOURCES LIMITED, (B) OUTSIDE THEUNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE USSECURITIES ACT AND APPLICABLE FOREIGN LAWS, OR (C) IN A TRANSACTION THAT DOESNOT REQUIRE REGISTRATION UNDER THE US SECURITIES ACT OR ANY APPLICABLE STATESECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO POLORESOURCES LIMITED, AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION INEITHER CASE REASONABLY SATISFACTORY TO POLO RESOURCES LIMITED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OFTRANSACTIONS ON STOCK EXCHANGES IN LONDON OR ELSEWHERE AT ANY TIME THAT POLORESOURCES LIMITED IS A "FOREIGN ISSUER" AS DEFINED IN RULE 902 UNDER THE USSECURITIES ACT. A NEW CERTIFICATE BEARING NO LEGEND, THE DELIVERY OF WHICH WILLCONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM THE TRANSFER AGENT FOR POLORESOURCES LIMITED UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTEDDECLARATION IN A FORM SATISFACTORY TO THE TRANSFER AGENT FOR POLO RESOURCESLIMITED AND POLO RESOURCES LIMITED TO THE EFFECT THAT THE SALE OF THE SECURITIESREPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION SUNDER THE US SECURITIES ACT." (e) it acknowledges that the Placing Shares (whether in physical, certificatedform or in uncertificated form held in CREST) are "restricted securities" withinthe meaning of Rule 144(a)(3) under the Securities Act, are being offered andsold in a transaction not involving any public offering in the United Stateswithin the meaning of the Securities Act and that no representation is made asto the availability of the exemption provided by Rule 144 for resales of PlacingShares. The acquirer understands that the Placing Shares may not be depositedinto any unrestricted depositary receipt facility in respect of Placing Sharesestablished or maintained by a depositary bank, unless and until such time assuch Placing Shares are no longer restricted securities within the meaning ofRule 144(a)(3) under the Securities Act; and (f) it understands that any offer, sale, pledge or other transfer of the PlacingShares made other than in compliance with above-mentioned restrictions may notbe recognised by the Company. Each subscriber of Placing Shares will be deemed to acknowledge that theCompany, JPMorgan Cazenove, JPMSL, Canaccord and BMO and their Affiliates andothers will rely upon the truth and accuracy of the foregoing representationsand agreements and agrees that if any of the representations or agreementsdeemed to have been made by its subscription of the Placing Shares are no longeraccurate, it shall promptly notify JPMorgan Cazenove and the initialsubscribers. If it is acquiring Placing Shares as a fiduciary or agent for oneor more investor account, it represents that it has sole investment decisionwith respect to each account and It has full power to make the foregoingrepresentations and agreements on behalf of each account. You agree to indemnify and hold harmless the Company, JPMorgan Cazenove, JPMSL,Canaccord and BMO from any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach by you (or any person on whose behalf you are acting) of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agree that the provisions of this Appendix shallsurvive after completion of the Placing. General This Appendix and the announcement of which it forms part have been issued bythe Company and are the sole responsibility of the Company. JPMorgan Cazenove, Canaccord and BMO are each acting for Polo Resources Limitedand no one else in connection with the Placing and will not be responsible toany other person for providing the protections afforded to their respectiveclients, or for providing advice in relation to the Placing and/or any othermatter referred to in this announcement (including the Appendices to thisannouncement). You and any person acting on your behalf acknowledge that none of the Banks oweany fiduciary or other duties to you in respect of any representations,warranties, undertakings or indemnities in the Placing Agreement. You and any person acting on your behalf acknowledge and agree that any of theBanks or any of their respective affiliates may (at their absolute discretion)agree to become a Placee in respect of some (or all) of the Placing Shares. When you or any person acting on your behalf is dealing with JP Morgan Cazenove,any money held in an account with JPMorgan Cazenove on your behalf will not betreated as client money within the meaning of the rules and regulations of theFSA made under FSMA. You acknowledge that the money will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from JPMorgan Cazenove's money in accordance with theclient money rules and will be used by JPMorgan Cazenove in the course of itsown business; and you will rank only as a general creditor of JP MorganCazenove. Appendix B - Definitions In addition to those terms otherwise defined in this Announcement: "Admission" means admission by the London Stock Exchange of the relevantConditional Placing Shares and/or Firm Placing Shares as the context requires totrading on AIM becoming effective in accordance with the AIM Rules; "Affiliate" shall have the meaning given to that term in Rule 405 under theSecurities Act and for the purposes of this definition any Affiliate of JPMorganCazenove is to be construed as an Affiliate of JPMSL and vice versa; "AIM" means the AIM Market operated by the London Stock Exchange; "AIM Rules" means the current rules published by the London Stock Exchangeapplicable to companies with a class of listed securities admitted to trading onAIM; "Banks" means the Managers and JPMSL; "Bookbuilding Process" or "Bookbuild" means the accelerated bookbuilding processto be conducted by JPMorgan Cazenove to arrange participation by Placees In thePlacing; "BMO" means BMO Nesbitt Burns Inc; "Canaccord" means Canaccord Adams Limited or Canaccord Capital; "Companies Act" means the BVI Business Companies Act, 2004; "Depositary" means Computershare Investor Services Plc; "Depositary Agreement" means the depositary services and custody servicesagreement dated 24 August 2007 between the Company and the Depositary; "Depositary Interests" means the dematerialised depositary interests in respectof Ordinary Shares issued and to be issued by the Depositary; "Director" means a director of the Company; "FSA" means the Financial Services Authority; "FSMA" means the Financial Services and Markets Act 2000 (as amended); "GM" means a general meeting of the shareholders of the Company to be convenedto be held on 25 March 2008 in order to consider, and if thought fit pass, theShareholder Resolutions; "GM Notice" means the notice convening the GM; "Group" means the Company and its subsidiary undertakings including, where thecontext requires, any one or more of such companies; "IPO Admission" means admission of the Ordinary Shares to trading on AIM whichoccurred on 4 September 2007; "JPMorgan Cazenove" means JPMorgan Cazenove Limited; "JPMSL" means J.P. Morgan Securities Ltd.; "London Stock Exchange" means London Stock Exchange plc; "Managers" means JPMorgan Cazenove, Canaccord and BMO; "Mongolian Acquisition" means the acquisition by Polo of MUC Mongolia, PoloMongolia and WCW which completed on 4 March 2008; "MUC Mongolia" means MUC Resources LLC; "Order" means the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (as amended); "Ordinary Shares" means ordinary shares of no par value in the share capital ofthe Company; "Placees" means the placees procured by the Managers pursuant to the PlacingAgreement which may include QIBs in the United States; "Placing" means the placing of the Placing Shares with Placees to be effected bythe Managers on the terms and subject to the conditions set out in the PlacingAgreement; "Placing Agreement" means the agreement entered into on the date of thisannouncement by JPMorgan Cazenove, JPMSL, Canaccord, BMO and the Company inrelation to the Placing; "Placing Price" means the price per Placing Share at which any Placing Sharesare to be subscribed by Placees; "Placing Results Announcement" means the press announcement giving details ofthe results of the Placing; "Placing Shares" means the aggregate of the Firm Placing Shares and theConditional Placing Shares or any of them as the context requires; "Polo" or the "Company" means Polo Resources Limited; "Polo Mongolia" means Polo Resources LLC; "Prospectus Directive" means Directive 2003/71/EC and any relevant implementingmeasures; "Publicly Available Information" means the Admission Document and informationreleased through a regulatory information service (as defined in the AIM Rules); "QIBs" means "qualified institutional buyers" as defined in Rule 144A under theSecurities Act; "Qualified Investors" means "qualified investors" within the meaning ofArticle 2(1)(e) of the Prospectus Directive; "Securities Act" means the United States Securities Act of 1933, as amended; "Shareholder Resolutions" means the resolutions of the shareholders of theCompany set out in the GM Notice, which relate to certain amendments proposed tobe made to the Articles of Association; and "WCW" means World Coal Works Corporation. This information is provided by RNS The company news service from the London Stock Exchange

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