MANDARIN MINING PLC
LSE : MANP

March 01, 2011 08:40 ET

Application Announcement

MANDARIN MINING PLC
APPLICATION ANNOUNCEMENT

The  Directors of Mandarin Mining Plc ("the Company") are pleased to announce that the Company has  applied
for an introduction to the PLUS market.

The intended start of dealing date is 14 March 2011.

The  Company is classified under Section 87 of the FTSE Global Classification System, Speciality and  Other
Finance.

The  Company  has  applied to admit its entire issued share capital. The Company  currently  has  in  issue
15,000,000  Ordinary shares of GBP 0.01 each and intending to drawdown on Convertible Loan Notes  amounting
to GBP150,000 before admission.

Introduction

Mandarin  Mining  plc  has been established by the directors as a means to invest in or  acquire  companies
engaged in the prospecting or mining of minerals in Asia.

The  Directors have therefore decided to seek a PLUS - quoted listing and trading facility for the  Company
that will look to explore and exploit investments or acquisitions in this sector.

Investment Strategy

The  Directors who have experience in the natural resources sector believe there are a number  of  exciting
opportunities in the mining sector. The investment criteria is to find mineral mining assets in  Asia  with
significant capital growth potential.

The Directors intend that the initial opportunities will be carefully selected, taking account of available
resources. If required to carry out an acquisition, the Directors will seek external finance.

The Directors believe they have the relevant experience and access to experts, to deliver opportunities and
intend  to  utilise this experience in making investments and acquisitions in the chosen sector. They  will
use  their  collective experience to identify appropriate investment opportunities, undertake due diligence
and  negotiate agreements. However, in the event that the company has not made a material investment within
one  year following admission it will either seek shareholder's approval in respect of each subsequent year
for the further pursuit of its investment strategy or return its remaining cash to shareholders.

Investment Development Criteria

The  Company  will seek investment and management opportunities through the investment of  capital  by  the
issue  of  new ordinary shares or other securities in the Company where part of or all of the consideration
could  be  satisfied  by that means. The opportunities would generally have some or all  of  the  following
characteristics, namely:

*       Opportunities initially in the Company's target sector of minerals.
        
*       Assets that are based in the target geographical area of Asia.
        
*       Potential for significant capital growth.
        
*       Opportunities where the vendors would consider the issuance of new ordinary shares as part of or
        all of the consideration of the transaction.


Directors

Enrique Lõpez de Mesa, aged 46, Non-Executive Chairman

Enrique  Julian Joseph Bernard López de Mesa graduated from McGill University in 1986 with  a  Bachelor  of
Arts  degree  in  Economics  and  from  the University of Toronto  in  1995  with  a  Masters  of  Business
Administration qualification.  He began his career in the investment banking arm of Barclays Plc, where  he
spent  seven years.  He then served as a director of corporate finance at St James Securities (which became
Northern  Securities  Inc).  Later  from 2000 to 2002, he was a director  of  corporate  finance  of  Price
Waterhouse  Coopers  Securities  Inc.  His  investment banking and  corporate  finance  experience  at  PWC
Securities  and  Barclays Plc's investment bank includes debt and equity issues, M&A and  valuations  in  a
variety of sectors.  From 2002 to 2007, he was a vice president of Kingsway Capital of Canada Inc.  He  has
held  office  as  chief executive officer and president of Alpaca Resources Inc. and Southern  Oregon  Gold
Corp.  He  has  been  a  director of Veraz Petroleum Limited and a non-executive  chairman  of  Petrolympic
Limited, since 2007. He has been president and chief operating officer of Sino Vanadium Inc. from May  2010
to March 2011.

Seng Kwoon Lai, aged 52, Non-Executive Director

Mr  Seng  Kwoon  Lai  is  a  practising accountant and member registered with the  Institute  of  Certified
Accountants  of Singapore.  He is also an approved company auditor approved by the Accounting  &  Corporate
Regulatory  Authority in Singapore, a Fellow of the Association of Chartered Certified Accountants  in  the
United  Kingdom  and a Fellow of CPA Australia. He joined KPMG Peat Marwick in 1979 and left  as  a  Senior
Manager in 1994 to set up SK Lai & Co., a firm of certified public accountants. He is a member of the audit
committee  of  the  Singapore Sport Council, the finance committee and treasurer of  the  Singapore  Scouts
Association  and the treasurer of the School Advisory Committee of Henry Park Primary School.  Mr  Lai  has
also been involved as a lecturer in the continuing professional education arm of the Institute of Certified
Public  Accountants of Singapore since 1987. He is an independent (non-executive) director of a  number  of
public companies listed on the Singapore Stock Exchange.
Corporate Governance and Internal Controls

The  Directors recognise the importance of sound corporate governance, whilst taking into account the  size
and  nature  of  the Company.  As the Company grows, the Directors intend that the Company  should  develop
policies  and  procedures, which reflect the principles of good governance and Code of  Best  Practice,  as
published  by the Committee on Good Governance (commonly known as the "Combined Code"), to the extent  that
they are appropriate to the size of the Company.

The  Directors (including members of their family and connected persons) will comply with Paragraphs 46 and
72  and Appendix 3 of the PLUS Rules relating to Directors' Dealings and will take all reasonable steps  to
ensure compliance by the Company's applicable employees as well.

At present, due to the Company's size, the risk and audit management will be addressed by the Board. As the
Company grows, the Board will consider establishing an audit and risk management committee.

Convertible Loan Notes

By  an  Instrument dated 28 February 2011, the Company issued GBP150,000 5 per cent. Convertible  Unsecured
Loan Notes 2012 of the Company to the following investors:

 Name                                            Number Ordinary Shares        Conversion into Ordinary
                                                         Issued                          Shares
                                                                                                 
 J Y Pook                                              GBP100,000                      3,333,333
                                                                                                
 Shoaib Lakhany                                         GBP50,000                      1,666,667
                                                                                                 
 TOTAL                                                 GBP150,000                      5,000,000
                                                                                                 

The  principal amount of the Convertible Loan Notes is to be drawn down by the Company with not  less  than
two  business days notice. The principal amount, which is to be drawn down in full before admission, is  to
be  repaid  on 31 October 2012 or earlier on the occurrence of certain events of default.  The  Convertible
Loan Notes carry the right for the holders to convert the principal amount into Ordinary Shares at any time
at  a  conversion  rate  of  3p  per share.  The new Ordinary Shares to be  issued  on  conversion  of  the
Convertible  Loan  Notes  (assuming full conversion) would amount to 25 per cent. of  the  issued  Ordinary
Shares as enlarged.

The Convertible Loan Notes carry a coupon at the rate of 5 per cent. per annum in arrears payable yearly.

The  Convertible Loan Notes are to be converted in full into Ordinary Shares on the occurrence of a reverse
takeover of the Company (provided that the conversion does not involve Rule 9 of the Takeover Code), and on
an  offer being made for the Company which would involve a controlling interest being acquired by  a  third
party,  the Convertible Loan Notes may be converted, but would otherwise become repayable.  The Convertible
Loan  Notes  may be transferred with the consent of the Board, which may withhold consent if  the  transfer
would  not  be  in  accordance with the maintenance of an orderly market in the tracking  of  the  Ordinary
Shares.

Warrants

In  addition to the Convertible Loan Notes the Company has issued Warrants under the Warrant Instrument  in
respect of a total of 10,000,000 Ordinary Shares exercisable at a price of 3p per share at any time in  the
period to 28 February 2014.  The Warrants have been issued by the Company to the persons and in the amounts
set out below:

Name                                                 No. of Warrants for Ordinary Shares
                                                             
J Y Pook                                                      6,666,667
                                                             
Shoaib Lakhany                                                3,333,333
                                                             
TOTAL                                                        10,000,000
                                                             

Admission to PLUS

The share capital of the Company is not presently listed or dealt in on any stock exchange.  An application
will be made for the Company's issued Ordinary Shares to be traded on PLUS. Dealings in the Ordinary Shares
are expected to commence on or around 14 March 2011. It is emphasised that no application is being made for
the admission of these securities to trading on AIM, or the Official List of the UK Listing Authority or on
the PLUS-listed Market.

The  Company  has  undertaken that it has entered into appropriate arrangements with one  or  more  Primary
Information Providers approved by the Financial Services Authority to disseminate regulatory information to
the  market. This information is currently distributed by Bloomberg, Thomson Financial, Reuters,  Telekurs,
ADVFN  and  FT Interactive Data Europe. It is also available to private investors through the  Internet  at
www.plusmarketsgroup.com and via other licensed Internet vendors.

Any individual wishing to buy or sell PLUS-quoted shares, must trade through a stockbroker regulated by the
FSA, as the market cannot deal directly with the public.

Reasons for the Admission

The Directors consider that the benefits of Admission include:

*       The  ability to enter into transactions with companies, to whom the issue of publicly traded shares
        as consideration is potentially attractive.
        
*       The increased potential to raise further funds in the future, either to raise additional working
        capital or development capital for the Company, enable a proposed acquisition or investment to be completed
        and/or to raise additional working capital or development capital for the Company once the acquisition or
        investment has been completed.

*       The  increased potential to attract high quality directors and employees by offering share  options
        at some time in the future. The Directors believe that the ability to grant options over PLUS traded shares
        is potentially more attractive to directors and employees than the grant of options over unquoted shares.
        
The  Directors  also believe that the principal benefits of the Admission are the ability to  heighten  the
Company's profile whilst also broadening the Company's investor base.

The  Directors are of the opinion that the Company has sufficient funds necessary for the Company to  carry
out  its  business  plan and identify and carry out due diligence on potential acquisition  and  investment
targets  and  to  provide working capital for the Company's initial operations in line with  its  corporate
strategy.

The  Company  will use the funds available for working capital and administration purposes and towards  the
funding to provide the investment required to fulfil its business.

Share Dealing Code

The  Company has adopted, and will operate where applicable, a share dealing code for directors and  senior
executives under the same terms as the Model Code on directors dealings in securities, published from  time
to time by the UK Listing Authority.

Dividend Policy

The  Company  has not yet commenced trading and the Directors consider that it would not be appropriate  to
indicate  any  likely  level  of future dividends until the Company's business  has  been  established  and
developed.

CREST

The  Company's  Articles permit the Company to issue shares in uncertificated form in accordance  with  the
Uncertificated  Securities  Regulations 2001. Application has been made  for  the  Ordinary  Shares  to  be
admitted to CREST upon start of trading on PLUS.

Taxation

The  issue  of Ordinary Shares will not rank as a qualifying investment for the purposes of the  Enterprise
Investment Scheme nor be a "qualifying holding" for the purposes of investment by Venture Capital Trusts.

Information regarding taxation in relation to the Admission to PLUS is set out in paragraph 11 of Part V of
the  Admission  Document.   If you are in any doubt as to your tax position you  should  consult  your  own
professional adviser immediately.

                                                     
RISK FACTORS
                                                     
The  attention  of  potential investors is drawn to the fact that the purchase of Ordinary  Shares  in  the
Company  involves a variety of risks. Investors should be aware of the risks associated with an  investment
in  a  business in the early stages of development. All potential investors should carefully  consider  the
entire contents of the Admission Document, including, but not limited to, the risk factors described  below
before  deciding  whether to invest in the Company. The risks noted below do not necessarily  comprise  all
those  potentially  faced  by the Company and are not intended to be presented  in  any  assumed  order  of
priority.  Potential  investors should also consider additional risk factors relevant to  their  particular
circumstances.

If any of the events set out in the following risks do happen, the Company's business, financial conditions
or  circumstances, results or future operations could be adversely affected. In such a case, the  price  of
the  Ordinary Shares could fall and investors may lose all or part of their investment. Further  risks  and
uncertainties of which the Directors are currently unaware or which the Directors currently consider to  be
immaterial may also have an adverse effect on the Company.

*       That  whilst  the  Company has enough funds for working capital purposes it is likely  the  Company
        will need to raise further funds in the future, either to complete a proposed investment or to raise
        further working or development capital either through debt, the exercise of existing options or the issue
        of new equity. There is no guarantee that the then prevailing market conditions will allow for such a
        fundraising or that new investors will be prepared to subscribe for Ordinary Shares and Shareholders may be
        materially diluted by any further issue of ordinary shares by the Company;
        
*       An  acquisition by the Company of a significant interest would most likely be considered a  reverse
        takeover for the purposes of the PLUS Rules, and where applicable the Takeover Code. The costs of a reverse
        are significant and the Company would potentially need to raise further funds to meet the whole or some of
        the  costs of the reverse. However the Company would look to mitigate costs and the need  to  raise
        significant sums via the issuance of further new Ordinary Shares as part of the consideration of the
        transaction;
        
*       The mineral mining sector is a highly competitive market and many of the competitors will have
        greater financial and other resources than the Company and as a result may be in a better position to
        compete for opportunities. There can be no assurances that the Company can or will be able to compete
        effectively;

*       The  market  for mineral projects is fairly uncertain. The Company may be unable to produce  enough
        revenue to be or remain profitable if the demand for mineral products is inadequate. In addition, in
        certain markets and geographic regions the Company may target, there may not be sufficient demand or such
        demand may be slow to emerge. In general, there are numerous factors that contribute to whether demand for
        rare earth and precious metals products will be sustained.
        
*       The  exploration for and development of mineral deposits involves significant uncertainties and the
        Company's operations will be subject to all of the hazards and risks normally encountered  in  such
        activities. These hazards and risks include unusual and unexpected geological formations, rock falls,
        storms and other climatic conditions, any one of which could result in damage to, or destruction of, the
        Company's facilities, damage to life or property, environmental damage or pollution and legal liability
        which could have a material adverse impact on the business, operations and financial performance of the
        Company. Although precautions to minimise risk will be taken, even a combination of careful evaluation,
        experience and knowledge may not eliminate all of the hazards and risks. As is common with all exploratory
        operations, there is also uncertainty and therefore risk associated with the Company's operating parameters
        and costs. These can be difficult to predict and are often affected by factors outside the Company's
        control. Few properties which are explored are ultimately developed into producing assets. There can be no
        guarantee that the estimates of quantities and grades of resources disclosed will be available to extract
        or able to be extracted commercially. With all natural resources operations there is uncertainty and,
        therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction
        methods tested in pilot conditions. Natural resources exploration is speculative in nature and there can be
        no assurance that any potential deposits discovered will result in an increase in the Company's reserve
        base.
        
*       The  exploration  and  extraction activities of the Company are subject to various  laws  governing
        prospecting, development, production taxes, labour standards and occupational health, site safety, toxic
        substances and other matters. Although the Directors believe that the Company's exploration, production and
        development activities will be carried out in accordance with all applicable rules and regulations, no
        assurance can be given that new rules and regulations will not be enacted or that existing rules and
        regulations will not be applied in a manner which could limit or curtail exploration, production or
        development
        
*       Exploration  and extraction activities in the natural resources sector will be subject  to  various
        laws and regulations relating to the protection of the environment. Whilst the Company intends to operate
        in accordance with such laws and regulations, no assurance can be given that new rules and regulations will
        not be enacted or that existing rules and regulations will not be applied in a manner which could limit or
        curtail exploration, production or development.
        
*       The market price of minerals is volatile and is affected by numerous factors which are beyond the
        Company's control. These include international supply and demand, the level of consumer product demand,
        international economic trends, currency exchange rate fluctuations, the level of interest rates, the rate
        of inflation, global or regional political events and international events as well as a range of other
        market forces. Sustained downward movements in mineral market prices could render less economic, or
        uneconomic, exploration and/ or extraction activities to be undertaken by the Company

*       Certain  natural  resources projects involve high capital costs and associated risks.  Unless  such
        projects enjoy long term returns, their profitability will be uncertain resulting in potentially high
        investment risk;
        
*       Changes to, and failure to comply with, environmental and regulatory laws may adversely affect  the
        Company.  Environmental  laws, regulations and regulatory initiatives are significant  drivers  for
        opportunities in the minerals sector and can fundamentally alter the basis for the performance of companies
        operating in the sector;
        
*       The success of the Company depends largely upon the expertise of the current directors and their
        ability to identify suitable acquisition and/or investment opportunities in the minerals industry and
        implement the Company's strategy. The loss of one or other of the key directors could have an adverse
        effect on the Company;

*       The  Company's future success will also depend, inter alia, on its future directors and  management
        team. The recruitment of suitable skilled Directors and retention of their services or the services of any
        future management team cannot be guaranteed;
        
*       Mineral  territories experience varying degrees of political instability. There can be no assurance
        that  political stability will continue in those countries where the Company in the future may have
        operations. In the event of political instability or changes in government policies in those countries
        where the Company may operate, the operations and financial condition of the Company could be adversely
        affected;
        
*       In common with other early stage emerging market economies, many Asian countries are dependent on
        sale proceeds from primary commodity production which are subject to fluctuations in world commodity
        prices. In general, these economies have also experienced devaluations, high inflation and high interest
        rates. All these economic risks may from time to time adversely affect the Company's operations;

*       Some  of  the countries in which the Company may operate have maintained strict controls on  access
        to foreign currency and the repatriation of funds. Although exchange control restrictions have been
        substantially relaxed in recent years, there can be no assurance that they will not be reintroduced;
        
*       The geographic locations of the Company's future operations may present logistical difficulties  in
        the installation, operation and maintenance of equipment related to the operations of the business. Any
        interruption to the working status of such equipment could have a material adverse effect on the business,
        financial condition and results of operations of the Company;
        
*       The value of the Ordinary Shares will depend, to a significant degree, on the Company's ability to
        identify and make suitable acquisitions in a reasonable timeframe and the success of those acquisitions.
        The Directors intend that appropriate due diligence be carried out by the Company on potential
        acquisitions, but there is an inherent risk in acquiring prospects or companies, which could adversely
        affect the value of the Ordinary Shares;

*       The  Company  has  no  established  trading record and does not  presently  carry  on  any  trading
        activities. The value of an investment in the Company is dependent inter alia upon the Company acquiring a
        prospect or company that meets the Company's corporate strategy. There can be no guarantee that the Company
        will acquire or invest in any prospect or company which meets the Company's criteria or that any such
        prospect or company acquired will be or achieve significant or sustainable value as a consequence of which
        resources might have been expended fruitlessly on investigative work and due diligence;
        
*       The  Ordinary Shares are not listed or traded on any stock exchange. Notwithstanding the fact  that
        an application will be made for the Ordinary Share to be quoted through PLUS this should not be taken as
        implying that there will be a 'liquid' market in the Ordinary Shares. An investment in the Ordinary Shares
        may thus be difficult to realise. The value of the Ordinary Shares may go down as well as up. Investors may
        therefore realise less than their original investment or sustain a total loss of their investment;
        
*       The Company has made an application for its Ordinary Shares to be quoted on the PLUS-quoted
        Market. The PLUS-quoted Market is a market designed for small and growing companies which carry a higher
        than normal financial risk and tend to experience lower levels of liquidity than larger companies. The PLUS-
        quoted Market is not AIM or the Official List and consequently it may be more difficult for an investor to
        sell his or her Ordinary Shares and he or she may receive less than the amount paid. The market price of
        the Ordinary Shares may not reflect the underlying value of the Company's net assets or operations. The bid-
        offer spread of the Ordinary Shares can be significant;

*       It  may be difficult to trade in the Ordinary Shares, which are classed as "penny shares" under FSA
        rules. The price quoted on the PLUS-quoted Market is the mid-market price. The share prices of public
        companies are often subject to significant fluctuations. In particular, the market for shares in smaller
        public companies is typically less liquid than for larger public companies. Consequently, the Company's
        share price may be subject to greater fluctuation and the Ordinary Shares may be difficult to sell. The
        Ordinary  Shares are intended for capital growth and therefore may not be suitable as a  short-term
        investment. Investors may therefore not realise their original investment at all, or within the time-frame
        they had originally anticipated;
        
*       Any  changes to the market trading environment, in particular to the PLUS Rules could for  example,
        affect the ability of the Company to maintain a trading facility on the PLUS-quoted Market;
        
*       Past performance is no indication of future performance. Prospective investors should be aware
        that the value of an investment in the Company may go down as well as up and that the market price of the
        Ordinary Shares may not reflect the underlying value of the Company. There can be no guarantee that the
        value of an investment in the Company will increase. Investors may therefore realise less than, or lose all
        of, their investment;

*       The  share  price of quoted companies can be highly volatile and shareholdings illiquid. The  price
        at which the Ordinary Shares are quoted and the price which investors may realise for their ordinary shares
        may  be influenced by a large number of factors, some of which are specific to the Company and  its
        operations and some of which may affect quoted companies generally. These factors include,  without
        limitation, the performance of the Company, large purchases or sales of ordinary shares by other investors,
        legislative changes and general economic, political or regulatory conditions, and other factors which are
        outside of the control of the Company;
        
*       Stock  market conditions, may affect the ultimate value of the Company's share price regardless  of
        future operating performance; and
        
*       Continued membership of PLUS is entirely at the discretion of PLUS Stock Exchange Plc.
        Investment  in  the  Company's Ordinary Shares may not be suitable for all readers  of  this  Announcement.
        Investors  are  therefore  strongly  recommended to consult  an  adviser  authorised  under  the  FSMA  who
        specialises in investments of this nature before making their decision to invest.


SHAREHOLDERS WITH OVER 3% OF THE ISSUED SHARE CAPITAL

        Name                                          Number Ordinary    % of Issued Ordinary
                                                      shares issued              Shares
                                                                                                     
        Balbinder Singh Sohal                            4,500,000                30.00%
                                                                                                     
        Chiam E-Laine                                    4,000,000                26.67%
                                                                                                     
        Yahya Mirza                                      2,500,000                16.67%
                                                                                                     
        Charles Patrick Ralph Sandys Manners             1,500,000                10.00%
                                                                                                    
        Harry McGowan                                    1,500,000                10.00%
                                                                                                     
        Barry Nix                                        1,000,000                 6.66%
                                                                                                     


DIRECTOR INTERESTS

There  are no interests of the Directors, their immediate families, civil partners (as defined in the Civil
Partnership  Act 2004) and persons connected with them (within the meaning of sections 252 to  254  of  the
Act) as at the date of this announcement and as expected to be immediately following the Admission.



DIRECTORS' CURRENT AND PAST DIRECTORSHIPS

                  Director           Current directorships:              Previous directorships:
                                                                         
                  Enrique Lõpez de   Petrolympic Limited (Ontario,       Planktos Corp (Nevada, USA)
                  Mesa               Canada)                             Innocent Inc (Nevada, USA)
                                     Veraz Petroleum Limited (Alberta,   Southern Oregon Gold Corp
                                     Canada)                             (Ontario, Canada)
                                     Protea Inc (Ontario, Canada)        Alpaca Resources Inc
                                                                         (Ontario, Canada)
                                                                         
                  Director           Current directorships and           Previous directorships and
                                     partnerships:                       partnerships:
                                                                         
                  Seng Kwoon Lai     The Training Advisory Company Pte   Corporate Professional
                                     Ltd                                 Advisors Pte Ltd
                                     Oceanus Group Limited               Corporate Planning Advisory
                                     LMS Consulting Pte Ltd              Pte Limited
                                     China Milk Products Group Ltd       Kingswill Capital Ltd
                                     Egg Harvest Pte Limited             Startech Electronics Ltd
                                     SK Lai & Co                         Hengxin Technology Ltd
                                     KNP Investment Pte Ltd              Landwind Medical Holdings Ltd
                                     Lehman Brothers Capital Asia Pte    Thai Copper Industries Public
                                     Ltd                                 Company Limited
                                     Lehman Brothers Bangkok Riverside   Bizworks Consulting Pte Ltd
                                     Development Pte Ltd                 Faulding Distributors (SEA)
                                     Lehman Brothers Thailand            Pte Ltd
                                     Investments Pte Ltd                 Santa Rosa Investments Pte
                                     LB Queensland Pte Ltd               Ltd
                                     Aero Inventory Singapore Pte Ltd    Sino Construction Limited
                                                                         Corporate Professional
                                     Celestial NutriFoods Ltd (in        Advisors Pte Ltd
                                     liquidation)                        2BSure.com Pte Ltd
                                     China Sun-Bio-Chem Technology       
                                     Group Co Ltd (in liquidation)
                                     China Sky Chemical Fibre Co Ltd
                                     Oriental Century Ltd (liquidated
                                     in 2010)
                                     China Sun Bio-Chem Technology (S)
                                     Co Pte Ltd (in liquidation)
                                     Celestial (Singapore) Nutrifoods
                                     Pte Ltd (in liquidation)
                                     Lehman Brothers Asia Pacific
                                     (Singapore) Pte Ltd (in
                                     liquidation)
                                     Lehman Brothers Commodities Pte
                                     Ltd (in liquidation)
                                     Lehman Brothers Finance Asia Pte
                                     Ltd (in liquidation)
                                     Lehman Brothers Investments Pte
                                     Ltd (in liquidation)
                                     Lehman Brothers Pacific Holdings
                                     Pte Ltd (in liquidation)
                                     Sail Investor Pte Ltd (in
                                     liquidation)
                                     New City Asia Fund Management Pte
                                     Ltd (in liquidation)
                                     TAS Express Asia Pacific Pte
                                     Ltd(in liquidation)
                                     New City Group Funds Management
                                     Pte Ltd (in liquidation)
                                     NCAT 2 Pte Ltd (in liquidation)
                                     NCAT 3 Pte Ltd (in liquidation)
                                     New City Asia Trust Managemnet
                                     Pte Ltd (in liquidation)
                                     
Mr  Lai  is an independent director (non-executive director) of China Sun Bio-Chem Technology Group Company
Limited  ("CSB"), a company incorporated in the Cayman Islands and listed on the Singapore  Stock  Exchange
("SGX")  whose business is corn processing production in the People's Republic of China ("PRC").  In  2006,
CSB  issued  convertible bonds amounting to US$100 million.  In 2009, when the bondholders exercised  their
early  put options, CSB was not able to repay the bonds.  Due the difficult prevailing economic conditions,
despite  various  efforts,  CSB  was  unable to restructure its  bonds.   CSB  was  placed  in  provisional
liquidation in May 2010.

Mr  Lai  is  an  independent director (non-executive director) of Celestial Nutrifoods Limited  ("CNL"),  a
company  incorporated in Bermuda and listed on the SGX whose business is soy bean processing production  in
the  PRC.  In  2006, CNL issued convertible bonds amounting to Singapore $235 million.  In 2009,  when  the
bondholders  exercised  their early put options, CNL was not able to repay the bonds.   Due  the  difficult
prevailing economic conditions, despite various efforts, CNL was unable to restructure its bonds.  CNL  was
placed in provisional liquidation in December 2010.

Mr  Lai  is an independent director (non-executive director) of Oriental Century Limited ("OCL") a  company
incorporated in Singapore and listed on the SGX whose business is to provide education services in the PRC.
In 2009, the PRC based Chief Executive Offier of OCL admitted to misappropriating substantial funds held by
OCL  and  OCL  was  declared  insolvent.  After unsuccessful attempts to  rescue  OCL,  it  was  eventually
liquidated in late 2010.

Mr Lai is a nominee director of the other companies in liquidation referred to under his name above.  These
appointments were assumed to enable the relevant companies to comply with local regulatory requirements  in
Mr  Lai's  professional  capacity  and where the companies were to be  put  in  liquidation,  in  order  to
facilitate the liquidation process.


CORPORATE ADVISER & CONTACT DETAILS

Alfred  Henry  Corporate Finance Limited is acting as the Corporate Advisor for the  Company,  and  can  be
contacted at:

Finsgate
5-7 Cranwood Street
London
EC1V 9EE

Email: sjs@alfredhenry.com

Telephone: +44 (0)20 7251 3762

The Directors of the Company accept responsibility for this announcement.

1 March 2011

Contact Information

  • MANDARIN MINING PLC