RESTRUCTURING OF BERAU NOTES

Restructuring

The following notes (the "Old Notes") will be exchanged for New Notes (defined below) by way of an Approved Restructuring Process (defined below) (the "Notes Exchange"):

· US$450,000,000 12.5% guaranteed senior secured notes due 2015 (the "2015 Notes") issued by Berau Capital Resources Pte. Ltd.; and

· US$500,000,000 7.25% guaranteed senior secured notes due 2017 (the "2017 Notes") issued by PT Berau Coal Energy Tbk. (the "Company").

The Notes Exchange and the Capitalisation Exercise (defined below) are referred to collectively as the "Restructuring". As a result of the Approved Restructuring Process (and any related recognition under Chapter 15 of the U.S. Bankruptcy Code), the Notes Exchange will be binding on all persons holding an economic or beneficial interest in the Old Notes (each a "Noteholder").

Approved Restructuring Process

Either a Singapore Scheme of Arrangement or a Penundaan Kewajiban Pembayaran Utang pursuant to Law Number 37 of 2004 of the Republic of Indonesia on Bankruptcy and Suspension of Payments; subject to agreement between Asia Coal Energy Ventures Limited ("ACE") and the Supporting Noteholders (defined below).

Cooperation Agreement and Consent Fees

It is anticipated that Noteholders and ACE will execute an agreed form of cooperation agreement (the "Cooperation Agreement"), to which this Term Sheet will be appended. Each Noteholder that executes or accedes to the Cooperation Agreement (each a "Supporting Noteholder") will be entitled to payment of a consent fee equal to 0.2% of the outstanding principal amount of the Old Notes held by such Supporting Noteholder at the record or claims verification date (as appropriate) for the Approved Restructuring Process. An additional early-bird fee of 0.2% of such outstanding principal amount will be paid to any Noteholder that takes such action within 14 days of the date on which the Cooperation Agreement is originally entered into.

Conditions Precedent

The Notes Exchange will be conditional upon: (i) the Cooperation Agreement being executed by the Company and Noteholders holding such principal amount of the Old Notes as may be agreed by ACE (acting reasonably); (ii) negotiation of definitive documentation in relation to the Approved Restructuring Process and the New Notes; (iii) satisfaction of the General Offer Condition (defined below); (iv) completion of the Approved Restructuring Process; and (v) all necessary consents and approvals, including (but not limited to) the consent of Sojitz Corporation ("Sojitz"), to the Notes Exchange and the Approved Restructuring Process being obtained. The Capitalisation Process or the Bridge Financing (as the case may be) shall be completed at or about the time at which the Approved Restructuring Process is fully and effectively completed such that the Shareholder Loan (as defined below) will be advanced to the Company in order to facilitate the implementation of the Notes Exchange.

"General Offer Condition" means the offer announced by ACE on 7 May 2015 to acquire all of the issued and to be issued shares in Asia Resource Minerals plc ("ARMs") not already owned by ACE and funds managed by Argyle Street Management Limited becoming or being declared unconditional in all respects; it being acknowledged that the general offer will not (in any way) be conditional on prevailing coal prices, interest or exchange rates.

Capitalisation Exercise

Subject only to satisfaction of the General Offer Condition, ACE will fully underwrite an issuance of new equity by ARMs via an open offer of ARMs shares in a manner similar to that proposed by NR Holdings in relation to the ARMs open offer announced on 31 March 2015 or other pre-emptive equity capital raise of ARMs, such that US$150,000,000 (before expenses) will be raised thereunder (the "Capitalisation Exercise").

Shareholder Loan

Subject to ACE obtaining control over ARMs and the business of the Company and its subsidiaries (collectively, the "Group"), ARMs will use the net proceeds from the Capitalisation Exercise or the Bridge Financing (defined below) to make a US$145,000,000 shareholder loan (the "Shareholder Loan") to the Company that:

· is subordinated to the New Notes, any Working Capital Facility (defined below) and any other debt that accedes to the New Intercreditor Agreement (defined below);

· will bear interest at an anticipated rate of approximately 10% per annum (subject to confirmation from appropriate tax advisers that this is the lowest rate possible given transfer pricing constraints);

· will accrue interest on a payment-in-kind basis; and

· will not be repaid prior to full repayment of the New Notes.

The proceeds of the Shareholder Loan will be used:

· first, to make payment of fees and expenses incurred by the Group in connection with the Restructuring;

· second, US$100,000,000 will be used to partly repay principal amounts owing under the Old Notes (in the manner set forth below); and

· third, the remaining proceeds will be used for general working capital purposes and to optimize the business and operations of the Group.

Bridge Financing

In the event that the Restructuring is sanctioned or otherwise approved by the relevant court(s) pursuant to the Approved Restructuring Process prior to completion of the Capitalisation Exercise, ACE will make bridge financing available to ARMs to enable it to advance the Shareholder Loan to the Company. The bridge financing will then be repaid through the proceeds of the Capitalisation Exercise in a manner satisfactory to ACE.

Prepayment of Old Notes

On the New Issue Date (defined below) and prior to issuance of the New Notes, the Old Notes will be partly repaid as follows:

· US$62,470,000 of the proceeds of the Shareholder Loan and other cash available to the Company will be applied in repayment of the 2015 Notes, without premium; and

· US$56,280,000 of the proceeds of the Shareholder Loan and other cash available to the Company will be applied in repayment of the 2017 Notes, without premium.

Interest on Old Notes

Accrued but unpaid interest in respect of the Old Notes will be paid in cash on the New Issue Date.

New Notes

The following notes (the "New Notes") will be issued pursuant to the Restructuring and the Approved Restructuring Process:

· US$387,530,000 aggregate principal amount of step-up rate guaranteed senior secured notes due 2019 (the "2019 Notes"), to be issued in exchange for the 2015 Notes; and

· US$443,720,000 aggregate principal amount of step-up rate guaranteed senior secured notes due 2020 (the "2020 Notes"), to be issued in exchange for the 2017 Notes.

New Issuer

The New Notes will be issued by the Company or a wholly-owned subsidiary of the Company mutually agreed between ACE and the Supporting Noteholders. The issuer of the New Notes is referred to herein as the "New Issuer".

Prepayment of New Notes

Guarantors

2.5% of the original principal amount of the New Notes (totaling US$23,750,000) will be prepaid, together with accrued and unpaid interest to the prepayment date, following the Group obtaining new working capital facility commitments in an aggregate amount of US$50,000,000 (the "Working Capital Facility"). In the event that a lower Working Capital Facility commitment is received, a proportionate principal amount of the New Notes will be prepaid (together with accrued and unpaid interest to the prepayment date). Any such prepayments will be allocated between the New Notes on a pari passu and pro rata basis.

The New Notes will be guaranteed by the Company (in the event that it is not the New Issuer) and the following subsidiaries of the Company (collectively, the "Subsidiary Guarantors"):

· PT Berau Coal ("Berau Coal");

· PT Armadian Tritunggal;

· Empire Capital Resources Pte. Ltd.;

· Winchester Investment Holdings PLC;

· Aries Investments Limited;

· Seacoast Offshore Inc.;

· Maple Holdings Limited;

· PT Banua Karsa Mitra; and

· PT Energi Bara Sarana.

"Guarantors" means, collectively, the Company (in the event that it is not the New Issuer) and the Subsidiary Guarantors.

Restricted Subsidiaries

Unrestricted Subsidiaries

Each subsidiary of the Company that is not an Unrestricted Subsidiary.

PT Mutiara Tanjung Lestari, PT Pelayaran Sanditia Perkasa Maritim, PT Manira Mitra and PT Kirana Berau.

New Maturity Dates

The 2019 Notes will mature on 31 July 2019.

The 2020 Notes will mature on 31 December 2020.

New Interest Rates

The New Notes will bear interest from and including the date of their issuance (the "New Issue Date") at the following rates per annum, payable monthly in arrears in cash or by issuance of additional New Notes ("PIK") as specified below:

T + 0-18 months 6.75% (3.0% cash, 3.75% PIK)

T + 19-30 months 7.5% (3.5% cash, 4% PIK)

T + 31-42 months 8% (4.5% cash, 3.5% PIK)

T + 43-54 months 8.25% cash

Thereafter 9% cash

At its option, the New Issuer will be entitled to pay any PIK interest amounts in cash instead.

New Interest Payment Dates

Interest on the New Notes will be due and payable on the last day of each calendar month, commencing on the first such day falling at least one month after the New Issue Date.

Cash Waterfall

Under the New CAMA (defined below), with certain limited exceptions set out in the Old CAMA (defined below), all of the cash receipts of the Group, including all the coal sales revenues of Berau Coal, will be deposited into designated accounts (collectively, the "Collection Accounts") and subsequently applied towards the following:

(1) recurring and non-recurring taxes of the Group (with the account holding funds for this purpose referred to as the "Tax Reserve Account");

(2) budgeted operating and capital expenses of the Group (with the accounts holding funds for this purpose referred to as the "Operational Accounts" and "Operating Reserve Accounts");

(3) (a) payments to Sojitz as the 10% shareholder of Berau Coal (with the account holding funds for this purpose referred to as the "Sojitz Reserve Account"); and

(b) required interest service under the New Notes (with the accounts holding funds for this purpose referred to as the "2019 Notes Debt Service Account" and the "2020 Notes Debt Service Account" and, collectively, as the "New Debt Service Accounts"); and

(4) for any sums remaining after the foregoing application ("Remaining Cash"), remittance to a reserve account (the "Berau Energy Reserve Account").

For the avoidance of doubt, restricted cash on the Company's balance sheet on the New Issue Date (which includes IPO proceeds and customer guarantees) will not be included in the cash waterfall or treated as Remaining Cash.

Cash Sweep

For a period of two years following the first anniversary of the New Issue Date, a cash sweep mechanism will apply pursuant to which: (i) 50% of any Excess Cash will be transferred semi-annually from the Berau Energy Reserve Account to a new reserve account (the "Notes Repurchase Account"); and (ii) proceeds in the Notes Repurchase Account will be used as often as possible, but no less than twice in each calendar year, for deleveraging (e.g. making tender offers or conducting Dutch auctions in relation to the New Notes).

"Excess Cash" means any Remaining Cash in excess of US$75,000,000.

Detailed drafting for the cash sweep mechanism and the related provisions of the New CAMA will be agreed between the parties, with the agreed language to reconcile with the Company's filed accounts.

Asset Sale Proceeds

All net after-tax cash proceeds received by the Group from asset sales, litigation or other dispute resolution proceedings and other non-recurring sources will be deposited into the relevant proceeds account (the "Berau Coal Asset Sale Proceeds Account" for cash received by Berau Coal and its subsidiaries and the "Berau Energy Asset Sale Proceeds Account" for cash received by all other Guarantors) and subsequently applied as follows:

· For cash in the Berau Coal Asset Sale Proceeds Account:

(1) 10% of such cash will be transferred to the Sojitz Reserve Account for payments to Sojitz as the 10% shareholder of Berau Coal; and

(2) the remaining 90% of such cash will be transferred to the Berau Energy Reserve Account as Remaining Cash and further applied pursuant to the cash sweep mechanism described above, together with other Remaining Cash.

· For cash in the Berau Energy Asset Sale Proceeds Account, 100% of such cash will be transferred to the Berau Energy Reserve Account as Remaining Cash and further applied pursuant to the cash sweep mechanism described above, together with other Remaining Cash.

New Cash and Accounts Management Agreement

On July 20, 2010, the issuers of the Old Notes and others entered into a Cash and Accounts Management Agreement (the "Old CAMA"), pursuant to which a series of domestic and offshore bank accounts were established with designated account banks. Either the Old CAMA will be amended or a new cash and accounts management agreement will be entered into (such agreement, the "New CAMA") to reflect the Cash Waterfall, Cash Sweep and Asset Sale Proceeds provisions summarized above and such that:

(1) funds on deposit in the Collection Accounts, the Operational Accounts and the Operating Reserve Accounts will be released daily;

(2) the interest reserve accounts and debt service accounts for the Old Notes will become inoperative;

(3) the funds in the interest reserve accounts for the Old Notes on the New Issue Date will be released for general corporate purposes;

(4) the New Debt Service Accounts will be established for interest service as described above, and will initially be funded with transfers of sums on deposit in the existing debt service accounts and subsequently filled up linearly (i.e. with bi-weekly payments of a pro rata portion of the monthly coupon payment on the New Notes);

(5) funds will be deposited in the Tax Reserve Account to cover non-recurring tax liabilities as well as recurring tax liabilities;

(6) budgets may be submitted twice in each calendar year; and

(7) the New CAMA may be amended with the approval of 80% of the holders of the New Notes.

Ranking

The New Notes will:

· be general obligations of the New Issuer;

· be senior in right of payment to any existing and future obligations of the New Issuer expressly subordinated in right of payment to the New Notes;

· rank at least pari passu in right of payment with all unsubordinated indebtedness of the New Issuer (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law);

· be guaranteed by the Guarantors on an unsubordinated basis; and

· be secured by first priority liens on the Collateral.

Guarantees

The Guarantors will guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under the New Notes (collectively, the "Guarantees").

Each Guarantee will:

· be a general obligation of the relevant Guarantor;

· be effectively subordinated to secured obligations of the relevant Guarantor, in relation to and only to the extent of the value of the assets (other than the Common Security (defined below)) serving as security therefor;

· be senior in right of payment to all future obligations of the relevant Guarantor expressly subordinated in right of payment to that Guarantee;

· rank at least pari passu in right of payment with all unsecured, unsubordinated indebtedness of the relevant Guarantor (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law); and

· be secured by first priority liens on the Collateral (defined below).

The Guarantees will be contained in the Indentures (defined below). Each Guarantor that is incorporated in Indonesia will also enter into a separate Indonesian law guarantee (an "Indonesian Guarantee") in the Indonesian language and notarial deed form.

Subsidiary Guarantees

The Company will:

· cause each of its future Restricted Subsidiaries (other than a finance subsidiary), immediately upon the Company becoming the direct or indirect holder of more than 80% of the voting stock of such Restricted Subsidiary;

· use its best efforts to cause each of its other future Restricted Subsidiaries (other than a finance subsidiary), immediately upon becoming a Restricted Subsidiary; and

· use its best efforts to cause each of its Restricted Subsidiaries that is a finance subsidiary, immediately upon ceasing to be a finance subsidiary,

to execute and deliver to the Trustee (defined below): (a) a supplemental indenture to the relevant indenture for the New Notes (each an "Indenture") pursuant to which such Restricted Subsidiary will guarantee the payment of the New Notes; and (b) if such Restricted Subsidiary is an Indonesian company, an Indonesian Guarantee.

Collateral

The obligations of the New Issuer and the Guarantors under and in respect of the New Notes, the Guarantees and the Indentures will be secured by the Notes Collateral and the Common Security.

Notes Collateral

The Notes Collateral shall consist of a security interest in the relevant New Debt Service Account.

Common Security

The common security ("Common Security") shall consist of the following:

· pledges of the capital stock owned by any Guarantor in any person that is a Restricted Subsidiary (other than a finance subsidiary (except the New Issuer)) as of the New Issue Date on a first priority basis;

· pledges of the capital stock owned by any Guarantor in any person that becomes a Restricted Subsidiary (other than a finance subsidiary (except the New Issuer)) or is a Restricted Subsidiary that ceases to be a finance subsidiary after the New Issue Date, immediately upon such person becoming a Restricted Subsidiary or ceasing to be a finance subsidiary;

· security to be provided by Berau Coal, including:

(1) fiduciary security in respect of all material assets; and

(2) assignments of all key contracts and related receivables;

· assignments of any intercompany advances made by the New Issuer and any Guarantor;

· appropriate security interests in respect of all bank accounts as provided for under the New CAMA; and

· appropriate security interests in respect of any other assets that form part of the collateral package for the Old Notes.

The Common Security will be granted in favour of the Common Security Agent (defined below) and held in accordance with the terms of the New Intercreditor Agreement (defined below).

New Intercreditor Agreement

The Trustee and Common Security Agent, on behalf of the holders of New Notes, will enter into a new intercreditor agreement (the "New Intercreditor Agreement") to replace the existing Intercreditor Agreement dated 19 July 2010. The New Intercreditor Agreement will govern the relationship among the holders of the New Notes and the holders of any other permitted pari passu secured indebtedness.

Optional Redemption of New Notes

Subject to the cash sweep requirements described above, the New Notes may be redeemed at the option of the New Issuer as follows:

· At any time and from time to time on and after the New Issue Date and prior to the relevant New Maturity Date, the New Issuer may redeem the New Notes in whole or in part at a redemption price equal to applicable percentage of the principal amount of the New Notes set forth below plus accrued and unpaid interest (if any) to the redemption date:

2019 Notes 2020 Notes

T + 0-12 months 104% 105%

T + 13-24 months 103% 104%

T + 25-36 months 102% 103%

T + 37-48 months 101% 102%

T + 49-60 months -- 101%

Thereafter -- 100%

· At any time and from time to time after the New Issue Date and prior to the relevant New Maturity Date, the New Issuer may redeem up to 35% of the aggregate principal amount of the New Notes with the net cash proceeds of one or more equity offerings at a redemption price of 101% of the principal amount of the New Notes (or the redemption price set forth in the preceding paragraph if lower) plus accrued and unpaid interest (if any) to the redemption date; provided that at least 65% of the original principal amount of the New Notes remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

Notwithstanding the foregoing, none of the following will constitute a redemption of the New Notes for such purpose or otherwise carry any redemption premium:

· any assignment, assumption, exchange, transfer or refinancing of the New Issuer's obligations under the New Notes to or with Berau Coal;

· any application of Excess Cash in redemption of New Notes as described under "Cash Sweep" above; or

· any prepayment of the New Notes with the net proceeds of any Working Capital Facility.

Repurchase of New Notes upon a Change of Control Triggering Event

Not later than 30 days following a Change of Control Triggering Event (defined below), the New Issuer or the Company will make an offer to purchase all outstanding New Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the applicable payment date. A "Change of Control Triggering Event" would occur upon ACE and its affiliates ceasing to: (i) own (directly or indirectly) a majority of the issued share capital of the Company; or (ii) control the management and affairs of the Company.

Redemption for Taxation Reasons

Subject to certain exceptions, the New Issuer may redeem the New Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including any Additional Amounts (defined below)), if any, to the date fixed by the New Issuer for redemption, if, as a result of certain changes in tax law, the New Issuer, the Company or any surviving person (as the case may be) would be required to pay certain Additional Amounts (or, in the case of any payment with respect to an intercompany loan, would be required to withhold or deduct any taxes, duties, assessments or governmental charges of whatever nature); provided that where any such requirement to pay Additional Amounts (or withhold or deduct an amount from any payment with respect to an intercompany loan) is due to Indonesian taxes, the New Notes may be redeemed only if the rate of withholding or deduction in respect of which Additional Amounts are required (or in respect of which withholding is required on payments on an intercompany loan) is in excess of 20%.

Withholding Tax; Additional Amounts

Payments with respect to the New Notes and the Guarantees will be made without withholding or deduction for, or on account of, taxes imposed by the jurisdictions in which the New Issuer or Guarantors are organized or resident for tax purposes or through which payments are made, except as required by law. Where such withholding or deduction is required by law, the New Issuer or relevant Guarantor will make such deduction or withholding and will pay such additional amounts ("Additional Amounts") as will result in receipt by the holders of New Notes of such amounts as would have been received by such holders had no such withholding or deduction been required.

Continuing Covenants

The Indentures for the 2019 Notes and the 2020 Notes will contain covenants that are substantially the same as those contained in the indentures for the 2015 Notes and the 2017 Notes, respectively. Among other things, those covenants will limit the ability of the New Issuer and the Guarantors to take the following actions, subject to certain limitations, exceptions and qualifications:

· incur additional indebtedness (but provided that there will be an appropriate carve out to enable the Company to raise a Working Capital Facility);

· make investments or other specified restricted payments;

· declare dividends on capital stock or purchase or redeem capital stock;

· enter into agreements that restrict the Restricted Subsidiaries' ability to pay dividends and transfer assets or make inter-company loans;

· issue or sell capital stock of Restricted Subsidiaries;

· have Restricted Subsidiaries issue guarantees;

· enter into transactions with equity holders or affiliates;

· create any lien;

· enter into sale and leaseback transactions;

· sell or otherwise dispose of assets;

· engage in different business activities; or

· effect a consolidation or merger.

In the event that the General Offer Condition is satisfied and it is determined that the actual financial position of the Group has been materially impaired as a result of the actions of the former President Director of the Company, Amir Sambodo, referred to in the public announcements issued by ARMs on 5 and 19 May 2015, ACE and the Supporting Noteholders will discuss in good faith whether it is appropriate to adjust the covenant package for the New Notes to reflect the actual financial position of the Group.

Modified Covenants

As part of the Restructuring, certain terms of the 2019 Notes will be modified so that they conform to the corresponding terms of the 2017 Notes (as reflected in the terms of the 2020 Notes). Those conformed terms will be:

· a US$50,000,000 working capital basket to enable incurrence of the Working Capital Facility;

· permitted liens to secure the debt described in the preceding bullet point;

· a US$40,000,000 capex basket, subject to a minimum unlevered free cash flow internal rate of return threshold of 15%, as approved by the Company's auditors;

· a revised Change of Control definition;

· a revised permitted reorganisations formulation;

· permitted subordinated shareholder loans to the Company; and

· re-setting of the restricted payment baskets at 31 December 2015, but provided that the Company will only be permitted to make restricted payments (including paying dividends) where: (a) the fixed charge coverage ratio is greater than 3x; (b) the Company has a positive retained earnings balance; (c) payment is required or permitted under Indonesian law; and (d) no interest has been capitalized and added to the principal amount of the New Notes during the preceding 12 month period.

Selling and Transfer Restrictions

The New Notes will not be registered under the U.S. Securities Act or under any state securities law of the United States and will be subject to customary restrictions on transfer and resale.

Form, Denomination and Registration

The New Notes will be issued only in fully registered form, without coupons, in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof and will be initially represented by Global Notes registered in the name of a nominee of DTC.

Book-Entry Only

The New Notes will be issued in book-entry form through the facilities of DTC for the accounts of its participants, including Euroclear and Clearstream.

Governing Law

The New Notes, the Guarantees (other than any Indonesian Guarantee), the Indentures, the New CAMA and the New Intercreditor Agreement will be governed by, and construed in accordance with, the laws of the State of New York. The Trustee, Common Security Agent and (where applicable) the holders of the New Notes will have the option to commence proceedings in the New York courts or elect SIAC arbitration.

Each Indonesian Guarantee will be governed by, and construed in accordance with, the laws of the Republic of Indonesia. The collateral documents will be governed by applicable local law.

Trustee

The Bank of New York Mellon or another entity approved by ACE and the Supporting Noteholders.

Principal Paying Agent, Transfer Agent and Registrar

The Bank of New York Mellon or another entity approved by ACE and the Supporting Noteholders.

Common Security Agent

Credit Suisse AG, Singapore Branch or another entity approved by ACE and the Supporting Noteholders.

Listing

Approval-in-principle will be sought for the listing of the New Notes on the SGX-ST by the time of delivery of the offering memorandum for the issuance of the New Notes. If they are listed, the New Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000.