News: PSC Sinomine Resource Exploration's unit to invest in Australia's Prospect Resources, page-7

Translated from the Chinese announcement for you all. $10m for 200m shares at 0.05. Check 4.2 and 4.3 - that's the real exciting part!!


Transaction: The Company intends to use its own funds through a wholly-owned subsidiary of China International Exploration (Hong Kong) Holdings Limited to A $ 10 million (equivalent to 50.781 million yuan) subscribe to Prospect Resources Co., Ltd. Australia additional 200 million shares , Accounting for about 11.14% of the total share capital of Prospect Resources Co., Ltd. after the completion of this issuance. Prospect Resources Ltd. owns 70% of Arcadia Lithium in Zimbabwe. China Resources Resources (Hong Kong) International Trading Co., Ltd., a wholly-owned subsidiary of the Company, obtained the underwriting rights of some products of Arcadia lithium mine project.


Impact on listed companies: This transaction is conducive to increase the company's mineral resources reserves and international trade business, enhance the profitability and sustainability of the company's main business, in line with the company's long-term development strategy.


The transaction has been the fourth session of the Board of Directors examined and approved the fifth meeting. Independent directors issued their independent opinions. The transaction does not constitute a connected transaction, nor does it constitute a "major asset reorganization of listed companies," provides a major reorganization of assets.


Special risk alert:

The investment involves the subscription of shares in Australian companies, has yet to complete the payment and delivery, the successful follow-up delivery is still uncertainties.


Arcadia lithium mine project resource / reserve estimates and actual values may be different risks, resources and actual recoverable reserves may be different risks.


The project is in the early stage of development and the risk of project development is uncertain.

1. First, the transaction overview

In order to give full play to the comprehensive competitive advantages of China Mineral Resources Exploration Co., Ltd. (hereinafter referred to as "the Company" or "the Company") for its technological superiority and overseas work experience and so on, seize the favorable opportunity for the development of the mining industry and accelerate the implementation of the strategic development plan of the Company, The Company and its wholly-owned subsidiaries, China International Mining Exploration (Hong Kong) Holdings Limited (hereinafter referred to as "Hong Kong China Mining") and the Australian Stock Exchange Prospect Resources Limited (hereinafter referred to as "PSC") signed the "Framework Agreement", Hong Kong China Mines intends to A $ 10 million (equivalent to 50.781 million yuan) subscribe for additional shares of PSC 200 million shares subscribed The price of 0.05 Australian dollars per share, accounting for PSC company after the completion of this additional 11.14% of the total share capital. PSC owns the Arcadia lithium mine in Zimbabwe 70% interest. China Resources Resources (Hong Kong) International Trading Co., Ltd. (hereinafter referred to as "Hong Kong China Mining Trading"), a wholly-owned subsidiary of the Company, obtained the underwriting rights of some products of the Arcadia lithium mine project. According to PSC's announcement, as of October 24, 2017, Arcadia Lithium Mine had 43.2 million tonnes of ore resources (1.41% for Li2O and 1% for the boundary grade) compliant with the JORC Code (2012), with proven and controlled The ore resource is 37.4 million tons (1.41% for Li2O grade) and the pre-recoverable ore reserves are 15.8 million tons (Li2O grade: 1.34%).

The Company held the 5th meeting of the 4th term of Board on November 8, 2017. The Proposal on Prospect Resources Co., Ltd. in Australia was passed and it was agreed that the Company and its subsidiaries sign the "Framework Agreement of Shareholding" and authorized the manager of the Company to handle Share subscription and other matters agreed in the agreement.

The transaction need not be submitted to the shareholders' general meeting for consideration, does not constitute a connected transaction, nor does it constitute a "material asset restructuring of listed companies," provides a major reorganization of assets.

2. Second, the basic situation of each other trading counterparts

2.1, Company Name: Prospect Resources Limited.


2.2, the type of business: the Australian Stock Exchange listed company, stock code PSC.


2.3, common stock capitalization and market value: 1,594,128,296 outstanding shares, November 7, 2017 closing price of 0.053 Australian dollars / share, the market value of 84,488,800 Australian dollars.


2.4, Registered Address: 6/245 Churchill Avenue, Subiaco WA 6008, Australia


2.5, Executive Chairman: Mr Hugh Warner


2.6. Major Shareholders and their Proportion of Shareholding: 15.3% by PERSHING AUST NOM PL , 9.8% by BNP PARIBAS NOMINEES PTY LTD , and 8% by MBM CAP PTNRS LLP A 8.9% stake in ELLIOT HOLDINGS PTY LTD-HD & DM WARNER, a 6.8% stake in ARMOURED FOX CAP PL, and a total of 48.8% stake in the above five shareholders.


2.7. Financial Indicators: According to PSC's announcement, PSC had total assets of A $ 14,504,000 and net assets of A $ 13,398,000 as of June 30,


2.8, the main business: South Africa's lithium and gold mining and exploration.


2.9. PSC owns 70% interest in EXAMIX INVESTMENTS (Pvt) LIMITED (EXAMIX LIMITED), which owns 100% interest in Arcadia Lithium Mine. There is no relationship between PSC Company and China Mining Resources.

3. Third, the mining rights situation
The mining rights involved are mainly the Zadar Arcadia Lithium Mine, located about 38 km east of Harare, Zimbabwe, and have received mining warrants issued by the Zimbabwe Government covering a total area of about 900 hectares and PSC holding a 70% interest in Arcadia Lithium.

According to PSC's announcement, as of October 24, 2017, Arcadia Lithium Mine had 43.2 million tonnes of ore resources (1.41% for Li2O and 1% for the boundary grade) compliant with the JORC Code (2012), with proven and controlled The ore resource is 37.4 million tons (1.41% for Li2O grade) and the pre-recoverable ore reserves are 15.8 million tons (Li2O grade: 1.34%). The project has now been pre-feasibility studies completed by BioMetallurgical Zimbabwe (BMZ).

After the recent completion of the financing, PSC Company plans to start as soon as possible Arcadia lithium mine construction project.

4. Fourth, the main contents of the framework agreement
4.1. Both parties to the agreement: Prospect Resources Limited and China Resources Exploration Corporation Limited 2. Proposed transaction (1) Hong Kong China Resources subscribed for 200 million additional shares of Prospect Resources Limited at a price of 0.05

AUD per share, the total consideration of A $ 10,000,000, accounting for about Prospect Resources Co., Ltd. additional issuance after the total share capital of 11.14%.


4.2 Hong Kong China Minmetals Trading obtained part of the product underwriting rights of the Arcadia Lithium Mine project in Zimbabwe. During the project a total of 390,000 tonnes of spodumene concentrate (Li2O 6%) and 1,097,000 tonnes of diltiazemite concentrate (Li2O 4%) were underwritten within 10 years of commissioning.


4.3 According to the Final Feasibility Study Report, China Minmetals Resources will sign a general contracting contract with the Arcadia Lithium Project within three months for the construction of mines and factory equipment.


4.4 Board seats

Upon completion of the shareholding, China Mineral Resources will have the right to nominate one person to be appointed as a director of PSC Company as CNI Resources holds over 10% of the issued shares of PSC Company.


4.5 the completion date

Hong Kong China Resources prospect Prospect Resources Co., Ltd. additional 200 million shares should be completed within 3 months after the signing of this agreement.

1. Fifth, the purpose of the transaction and the impact on the company

The transaction is conducive to increase the company's lithium reserves and international trade business, into lithium resources development business, the company's main business of mining investment and development of new growth point, expanding the company's industrial chain, in line with the company into a world-class Of the geological exploration of mining company's strategic development goals. Lithium resources development projects in line with national strategic emerging industry development policy.

As the first large-scale non-ferrous metal industry "go global" commercial comprehensive geological prospecting technology services company, the company set up a subsidiary in Zimbabwe in 2009, has rich local work experience, Zimbabwe mining infrastructure mature, is conducive to Arcadia Lithium project development and operation.

Upon completion of this investment, the Company will enhance its reserves of high-quality mineral resources and enhance the profitability and sustainability of the Company's main business, which is in the interest of all shareholders and investors.

The transaction does not have a significant impact on the Company's business performance in 2017.