MANDARIN MINING PLC

LSE : MANP


February 05, 2013 12:30 ET

Proposed reverse acquisition and re-admission

Mandarin Mining Plc (to be renamed Enerstry Group Plc) (the "Company")

Proposed reverse acquisition and re-admission to ISDX Growth Market
                                                     
                                                     
The  Company is pleased to announce that the Company's ISDX Growth Market Admission Document in  connection
with its proposed reverse acquisition has been posted to Shareholders today.

Your  directors are pleased to inform you that the Company announced today that it has exercised its  right
under  an Option Agreement to conditionally acquire shares representing 65.71 per cent of the issued  share
capital  of  Enerstry Co. Limited in consideration of the issue to the Vendors of 60,000,000  new  Ordinary
Shares in the Company.  The new Ordinary Shares to be issued to the vendors represent 70.59 per cent of the
Enlarged  Issued  Share  Capital of the Company. The acquisition of Enerstry  Co.  Limited  is  subject  to
approval of Shareholders of the company's new investment strategy in power generation and renewable  energy
businesses.

Further details regarding Enerstry Co Limited are set out below.

The Acquisition will constitute a "reverse takeover" under the ISDX Growth Market Rules for Issuers and  is
therefore conditional on the approval of Independent Shareholders at the General Meeting.  The issue of the
Consideration  Shares to the vendors as consideration for the Acquisition would normally give  rise  to  an
obligation on the Concert Party (further details of which are set out in Part V of the Admission  Document)
to make a general offer to Shareholders pursuant to Rule 9 of the City Code.  The Panel has agreed, however
to  waive  this  obligation  to  make a general offer, subject to the passing  on  a  poll  by  Independent
Shareholders  of  Resolution no. 1 set out in the Notice of General Meeting at the  end  of  the  Admission
Document.

Application  will be made for the Enlarged Issued Share Capital to be admitted to trading  on  ISDX  Growth
Market,  subject to the Resolutions being passed by the Shareholders at the General Meeting.  The Directors
expect  that Admission will become effective and that trading in the Enlarged Issued Share Capital on  ISDX
Growth Market is expected to commence on 25 February 2013.

The transaction is subject to the approval of Shareholders at a General Meeting to be held at Finsgate, 5-7
Cranwood Street, London EC1V 9EE at 10.00 a.m. on 22 February 2013.

The Directors of the Company accept responsibility for this announcement.


FOR FURTHER INFORMATION PLEASE CONTACT:

Fook Meng Chan
Mandarin Mining plc
Tel:  00 65 6236 2985

Nick Michaels
Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0) 20 7251 3762
                                                     
                                                     
                                                     
ADMISSION STATISTICS

Number of Consideration Shares being issued pursuant to the Acquisition                        60,000,000

Number of Existing Shares in issue                                                             15,000,000

Number of EIN Subscription Shares to be issued at Completion                                   10,000,000
                                                                                                         
Total number of Ordinary Shares in issue at Admission, to include the                          85,000,000
Consideration Shares and the EIN Subscription Shares

Total number of Ordinary Shares in issue after conversion of the                                         
Convertible Notes                                                                             100,000,000
                                                                                                         


EXPECTED TIMETABLE
                                                                                          
Publication of the Document                                                               5 February 2013

Latest time and date for receipt of Forms of Proxy                            10.00 a.m. 20 February 2013

GM                                                                            10.00 a.m. 22 February 2013

Completion of the Acquisition                                                            22 February 2013

Admission and commencement of dealings on ISDX Growth Market                             25 February 2013

Despatch of definitive share certificates in respect of the                                 14 March 2013
Consideration Shares to be held in certificated form by no later than



Details  of  the  Transaction as extracted from the Admission Document are set out below. Unless  otherwise
defined  herein, defined terms, including terms of a technical nature, used in this announcement  have  the
meaning given to them in the Company's Admission Document.


Introduction

Your  directors are pleased to inform you that the Company announced today that it has exercised its  right
under  the Option Agreement to conditionally acquire shares representing 65.71 per cent of the issued share
capital of Enerstry in consideration of the issue to the Vendors of 60,000,000 new Ordinary Shares  in  the
Company.  The new Ordinary Shares to be issued to the Vendors represent 70.59 per cent of the issued  share
capital  of the Company as enlarged by the issue of the new Ordinary Shares, if the Convertible  Notes  are
exercised in full, the new Ordinary Shares to be issued to the Vendors would form 60 per cent of the issued
share  capital  of  the Company as further enlarged by the issue of Ordinary Shares on  conversion  of  the
Convertible Notes.

The  Acquisition will constitute a "reverse takeover" under the ISDX Rules and is therefore conditional  on
the  approval of Shareholders at the General Meeting.  The issue of the Consideration Shares to the Vendors
as  consideration  for  the  Acquisition would normally give rise to an obligation  on  the  Concert  Party
(further  details of which are set out in Part V of the Document) to make a general offer  to  Shareholders
pursuant  to  Rule 9 of the City Code.  The Panel has agreed, however to waive this obligation  to  make  a
general offer, subject to the passing on a poll by Independent Shareholders of Resolution no. 1 set out  in
the Notice of General Meeting at the end of the Document.

Application  will be made for the Enlarged Issued Share Capital to be admitted to trading  on  ISDX  Growth
Market,  subject to the Resolutions being passed by the Shareholders at the General Meeting.  The Directors
expect that Admission will become effective and trading in the Enlarged Issued Share Capital on ISDX Growth
Market is expected to commence on 25 February 2013.

Mandarin Mining Plc

Mandarin  Mining Plc was established in February 2011, with a view to admission to the ISDX  Growth  Market
(formerly  known as the PLUS-quoted Market) as an Investment Vehicle (as defined in the ISDX  Rules).   The
Company  was  admitted  to the ISDX Growth Market on 31 March 2011.  The Directors, having  identified  the
resources  sector as being represented by a diverse range of private companies seeking investment,  entered
into  discussions with one such company, Enerstry.  The Directors consider that Enerstry has the  prospects
for  growth that are sought by investors in the Company on the basis that its business is able to  use  the
resources that are capable of being provided by the Company to establish and develop the projects that  are
being  fostered  by  Enerstry.  The Directors wish to proceed with the Acquisition  and  propose  that  the
investing  strategy  of  the  Company is to be extended to include power generation  and  renewable  energy
businesses.

Information on Enerstry

Introduction

Enerstry was founded in January 2012 in Korea by Hwang, Sie Hyoung and Park, Minkyu, with the support of  a
group  of investors and professionals who contributed finance and expertise to the operations that Enerstry
was  proposing  to  undertake.   The  strategic objective of Enerstry has  been  to  establish  and  manage
facilities to recycle waste products in order to generate electricity and energy that is to be supplied  to
users  and utility groups for an economic return.  The participants in Enerstry comprise a management  team
which  carries  the  technical  expertise and management experience needed to  establish  and  operate  the
projects that Enerstry has targeted.

At  the  outset  the  equity participation in Enerstry was shared amongst four  investors.   Enercom  is  a
corporate  investor  that  has interests in the renewable energy industry.  Samyang  is  also  a  corporate
investor  with  interests in the energy industry.  Samyang is controlled by members of the  family  of  Lee
Kwangsung,  the  wife of Hwang, Sie Hyoung, one of the founders of Enerstry and a Proposed Director.  Park,
Minkyu, was one of the founders of Enerstry and is a Proposed Director.  In addition Lee, Hyung Suk, who is
Hwang, Sie Hyoung's brother in law, has invested 400,000,000 KRW for preferred stock issued by Enerstry.

Enerstry  and its directors do not own any specific intellectual property rights that are used or  required
to enable Enerstry to conduct its business.  The Directors of Enerstry have a measure of expertise and know-
how  in  relation to the structure and operation of facilities to recycle waste products for the generation
of electricity and energy and they have developed the knowledge of and access to the organisations for whom
these  facilities  can  be  established.  To the extent that the systems or the  equipment  used  in  these
facilities is the subject of intellectual property rights, Enerstry expects to be able to contract with the
owners  of  these  rights  to the extent needed to establish the facilities in accordance  with  Enerstry's
business operations.

Business Strategy of the Enlarged Group

Enerstry  is  engaged in developing projects that involve installing and operating recycling facilities  to
transform waste or scrap into renewable energy.  Enerstry has the expertise within its management  team  to
identify  prospective sites for the establishment of facilities that are capable of converting biomass  and
other waste into energy that can be used by industrial operations and other users of electricity and power.
Enerstry's  strategy is for clients to engage it to establish an operating facility, using  technology  and
equipment  that  is available to Enerstry; it also wishes to contract for the supply of  biomass  or  other
waste  that  is to be processed by the facility.  The business model of Enerstry envisages that the  client
will provide the facility with a long term power off-take contract.

The Directors of Enerstry have been actively promoting the use of renewable energy facilities to industrial
businesses  in  Korea.  The commercial structure can vary according to the scale and requirements  of  each
project,  but  the basic format is for Enersry to undertake the role of devising and managing the  project.
The  equipment  and  construction services are provided by established contractors,  Enerstry  is  able  to
provide access to sources of funding for each project and to provide the operational management where  that
is needed.  Enerstry aims to provide the economic model for the operation, to take account in particular of
the cost savings and other economic benefits of renewable energy.  The economic model will also provide for
the  returns  that  are  capable  of being earned by Enerstry.  These can range  between  management  fees,
earnings  from  off-take  agreements and other sources of revenue derived from the  operations  and  equity
participation in companies that establish and operate facilities.

The Yonsei Milk Project

In  the  course  of its strategy described above, Enerstry has entered into commitments to proceed  with  a
project  to install and operate a plant using wood pellets to create steam for power production for  Yonsei
Milk.   Yonsei Milk is a substantial producer of milk in Korea, having a production facility in  the  Seoul
region.   Yonsei  Milk  is  a  division of Yonsei University, one of Korea's  most  substantive  university
foundations.  It is common for educational facilities in Korea, which are non-profit making foundations, to
own and operate commercial activities such as milk production facilities of the scale of Yonsei Milk.

On 17 December 2012 an agreement was entered into between Enerstry and Yonsei Milk that represents a formal
binding  commitment to proceed with the Yonsei Milk project.  Enerstry is to acquire the  equipment  to  be
installed  at  the production facility of Yonsei Milk and operated to burn wood pellets for  steam  powered
electricity  generation  for Yonsei Milk's production facilities.  Enerstry is  to  fund  the  acquisition,
installation and operation of the plant and facilities that are to be used.  Yonsei Milk is to pay for  the
power  supplied  by the plant at rates set at a level that reflects the savings by comparison  with  Yonsei
Milk's  use  of  Liquified  Natural Gas (LNG) as its existing source of fuel  for  power  generation.   The
agreement  will  continue for an initial term of ten years, provided that the use  of  wood  chip  fuel  to
provide power to the milk production facility remains viable and economic.  The period of the agreement may
be extended at the end of the initial term.

Enerstry  has  entered into firm commitments to obtain and install at the Yonsei Milk site  the  plant  and
equipment  that is to be provided for this purpose and for the stocks of wood pellets that  are  needed  to
fuel  the  plant.   It is expected that the plant is to be operational after about three  months  from  the
commencement  of the project.  There are no regulatory or governmental consents or approvals  required  for
the installation and operation of the plant at Yonsei Milk.

EIN  Asset is to provide funding to Enerstry for the cost of obtaining, installing and operating the  plant
at Yonsei Milk and for working capital.  The total amount of KRW 1,000,000,000 (i.e. about USD 1,000,000) is
to  be advanced by EIN Asset to Enerstry by way of a medium term unsecured loan, repayable on 30 April 2014
and carrying interest at the rate of 4.5 per cent per annum on the principal amount. EIN Asset has advanced
the sum of KRW500,000,000 to Enestry and is to advance the balance by the end of April 2013.

If  all  of the principal amount of the loan and interest owing to EIN Asset is not paid by 30 April  2014,
EIN  Asset  will have the right within 30 days after that date to convert the outstanding amount  into  new
shares  of Enerstry ranking pari passu with the existing ordinary shares of Enerstry.  The conversion  rate
at  which the outstanding amount is to be converted into shares of Enerstry will be fixed at the fair value
of the shares at that date as determined by the board of directors of Enerstry at its sole discretion.

EIN  Asset  has  been instrumental in introducing the Acquisition to the Company and has  assisted  in  the
negotiation  of the terms of the Acquisition, as well as agreeing to provide the funding required  for  the
Yonsei  Milk project.  As consideration for this assistance, the Company is to pay to EIN Asset  a  fee  of
GBP300,000 which EIN Asset has agreed is to be applied in subscribing for 10,000,000 new Ordinary Shares at
an  issue  price of 3p per share.  Further details of the agreement between the Company and  EIN  Asset  in
relation to this fee and the subscription for Ordinary Shares by EIN Asset are set out in paragraph 9.5  of
Part VI of the Document.

Commercial relationship with Enercom

Enercom,  one  of  the Vendors, has interests in businesses that operate in the energy  industry.   In  the
initial  stages  of  its development Enerstry made use of administrative and other facilities  provided  by
Enercom, for which Enerstry paid fees to Enercom.  Following the Acquisition these arrangements will  cease
and Enerstry will rely on its own resources for the facilities that had been provided by Enercom.

Enercom  is affiliated with Enerpower Limited, a company that has been established in order to utilise  the
expertise of participants of Enercom in the sourcing of waste products.  Enerstry is proposing to  contract
with  Enerpower  Limited for the supply of stocks of wood pellets that are to be used in the  plant  to  be
installed  at Yonsei Milk.  Enerstry intends to use Enerpower Limited to secure the supply of wood  pellets
and other waste material for use as fuel for the plant at Yonsei Milk and other similar energy systems.

Your attention is drawn to the Risk Factors set out in Part II of the Document.

Directors and Proposed Directors

Of  the  present  directors  of the Company, Chan, Fook Meng will continue in  office  as  a  non-executive
director  after  Admission and Nazim Khan will resign from office as a non executive director  with  effect
from  Completion  of the Acquisition.  It is proposed that Hwang, Sie Hyoung and Park, Minkyu  will  become
directors of the Company on Completion of the Acquisition and Admission.  Neither Chan, Fook Meng or  Nazim
Khan  (or any person connected with either of them) have any interest in Enerstry or any of the Vendors  or
in EIN Asset and nor are either of them connected with the Proposed Directors or the Concert Party.

Proposed Directors

Hwang, Sie Hyoung (age 38)

Mr  Hwang  joined Seoul National University in 1993 and graduated in 2003 with a major in Economics  having
also  spent  three years studying law and three years carrying out military service.  On leaving university
he  started working as a junior executive at Dongbang Plantech Co, Ltd, a medium sized company operating as
an  equipment  manufacturer for the steel industry. His role was one of overseas development  and  included
dealing with the company's European customers.  After six years with Dongbang Plantech Co, Ltd he moved, in
2008,  to  Samyang P&A Co, Ltd, as team leader. Samyang P&A Co, Ltd is a small company run by Mr Hwang  and
his  family  to  provide equipment for power plants, predominantly valves. At Samyang Mr Hwang  would  plan
projects  with  the  company's customers and assess their equipment needs.  In early  2012  Mr  Hwang  left
Samyang to found Enerstry and become its Chief Executive Officer.

Park, Minkyu (age 39)

Mr  Park  joined  Seoul National University in 1993 and graduated in 2001 with a major in Economics  having
also  spent  three years carrying out military service and one year travelling.  On leaving  university  he
joined the Korean Credit Service, a subsidiary of the US company Moody's.  In 2004 he became an aide  to  a
member  of the National Assembly, Kim Geun Tae, who was also the minister of health and social welfare  for
18  months  of  Mr Park's employment with him. Mr Park continued his employment with Kim  Geun  Tae  for  a
further  two and a half years when Mr Kim returned to his former role of senator.  In 2007, Mr Park  joined
Amin  Deloitte  LLC,  the Korean Deloitte and Touche firm, where he acted as project manager  and  director
providing consulting services to the energy industry, including state owned utilities companies.   In  2009
he  joined Company W, a technology startup, as Chief Financial Officer, where he remained until early  2012
when he joined Enerstry as its Chief Financial Officer.

Directors of Enerstry

The  Board  of  directors of Enerstry consists of the two Proposed Directors mentioned  above,  Hwang,  Sie
Hyoung and Park, Minkyu, together with Jung, Jong Guk, who holds office as Chief Technical Officer.   Jung,
Jong Guk is also an executive director of Enercom.

Corporate Governance

The  Company  is  developing appropriate measures to comply with the Combined Code on Corporate  Governance
published  by the Financial Reporting Council in so far as it is practicable and appropriate having  regard
to  the  size  of  the  Company. In the first instance, because of the size of the Company,  the  board  of
directors  as  a  whole will address risk management issues and Park, Minkyu will be  responsible  for  the
financial and accounting affairs of the Company, together with the members of the Audit Committee.  As  the
Company grows the board of directors will further develop policies and procedures to reflect the principles
of good governance and the Combined Code.

Board of Directors

The  Board meets regularly and is responsible for strategy, performance, approval of major capital projects
and  the  framework of internal controls.  The Board has a formal schedule of matters specifically reserved
to  it  for  decision.  To enable the Board to discharge its duties, all Directors receive appropriate  and
timely  information.  Briefing papers are distributed to all Directors in advance of Board  meetings.   All
Directors have access to the advice and services of the Company Secretary, who is responsible for  ensuring
that Board procedures are followed and that applicable rules and regulations are complied with.

Audit Committee and Remuneration Committee

The  Audit  Committee comprises Chan, Fook Meng and Park, Minkyu and is chaired by Chan,  Fook  Meng.   The
Audit  Committee is responsible for ensuring that the financial performance, position and prospects of  the
Company  are  properly monitored and reported on and for meeting the auditors and reviewing  their  reports
relating to accounts and internal controls.

The  Remuneration Committee comprises Chan, Fook Meng and Hwang, Sie Hyoung and is chaired  by  Chan,  Fook
Meng.   The  Remuneration  Committee  reviews  the  performance  of  executive  directors  and  sets  their
remuneration, determines the payment of bonuses to executive directors and considers the future  allocation
of  share options to Directors and employees so as to demonstrate to the Shareholders that the remuneration
of  the executive directors and employees of the Company is set by a board committee whose members have  no
personal  interest in the outcome of the committee's decision and who will have appropriate regard  to  the
interests of the Shareholders.

Dissemination of Regulatory News

The Company shall make such announcements as are appropriate in compliance with its duties to ISDX.

Marketability of Ordinary Shares and the ISDX Growth Market

It  is  intended  that an application will be made for the Company's Enlarged Issued Share  Capital  to  be
traded on the ISDX Growth Market.

Any  individual wishing to buy or sell securities which are traded on the markets operated  by  ISDX,  must
trade  through a stockbroker (being a member of ISDX and regulated by the Financial Services Authority)  as
the market's facilities are not available directly to the public.

Details of the Acquisition

On  5 November 2012, the Company entered into the Option Agreement with the Vendors under which the Company
was  granted the option to purchase Ordinary Shares of Enerstry, representing 65.71 per cent of the  issued
share capital of Enerstry.  The Option may be exercised at any time in the period to 31 December 2013.  The
Company has determined that it wishes to exercise the Option subject to the passing of the Resolutions  and
Admission and notice exercising the Option has been served on the Vendors accordingly.

The  Option Agreement provides for the issue at Completion of the Consideration Shares in exchange for  the
transfer of issued Ordinary Shares of Enerstry held by the Vendors.

The  numbers  of  shares of Enerstry to be transferred and the Consideration Shares to  be  issued  to  the
Vendors is set out below:

Name of Vendor                            No.  of  Enerstry's  Shares   No. of Consideration Shares
                                          held  at  the date  of  the
                                          Document
Park, Minkyu                                        24,000                       31,302,000
Enercom Co. Limited                                 12,000                       15,654,000
Lee, Kwang Sung                                     10,000                       13,044,000

The  remaining issued ordinary shares of Enerstry, amounting to 24,000 Ordinary Shares, representing  34.29
per  cent  of  the  equity shares of Enerstry are held by Samyang.  The original shareholders  of  Enerstry
included  Samyang, which is a company that has interests in equipment used in energy systems and  which  is
owned  by  members of the family of Lee Kwangsung, the wife of Hwang, Sei Hyoung, who is  also  a  minority
shareholder  of Samyang.  Samyang has not accepted the offer to exchange its holding of shares of  Enerstry
for  new  shares  of  the  Company on the terms that apply to the Acquisition.  The  reason  for  Samyang's
decision  was  expressed  to be the desire that the resulting division of the Consideration  Shares  should
reflect the proportions allocated to the Vendors without the inclusion of Samyang.

Samyang's  position  as a minority shareholder of Enerstry is governed by the constitutional  documents  of
Enerstry  and  corporate laws of Korea that apply to minority shareholdings of this kind.  Samyang  has  no
specific  rights or powers that derive from its minority shareholding that would enable it to  restrict  or
control  the  activities and policies of Enerstry, but the directors of Enerstry will be  obliged  to  take
account  of Samyang's position as a minority shareholder.  As the controlling shareholder of Enerstry,  the
Company will be able to appoint all of the members of the Board of Directors of Enerstry.  Samyang  is  not
restricted  in  its ability to transfer its shares in Enerstry on a pre-emptive basis or otherwise.   There
are  no  express requirements that, on a sale of the Company's shares in Enerstry to a third party, Samyang
could either obstruct the sale or require that its shares in Enerstry are to be sold at the same time.

In  addition  to  the  ordinary shares issued by Enerstry to the Vendors and Samyang, Enerstry  has  issued
80,000  units  of  preferred  stock at KRW 5,000 per unit of stock, representing  an  aggregate  amount  of
principal  indebtedness of KRW 400,000,000.  The preferred stock carries interest at 2 per cent per  annum.
All  of the preferred stock has been subscribed by Lee, Hyung Suk, who is the brother in law of Hwang,  Sie
Hyoung, as a means to fund Enerstry in its early stages of development.  In anticipation of the Acquisition
the  terms of the preferred stock have been adapted by discontinuing the proposal that the principal amount
of the stock is to be convertible into ordinary shares of Enerstry and by extending the term for redemption
of  the  preferred stock.  By an agreement dated 21 December 2012 Lee, Hyung Suk has agreed to  extend  the
period  for  redemption of the principal amount of preferred stock until 31 December 2014.  In addition  it
has  been agreed by Enerstry and Lee, Hyung Suk that the conversion right attaching to the preferred  stock
will not be exercised and the principal amount of the preferred stock will not be convertible into ordinary
shares of Enerstry.

Working Capital

The Directors and Proposed Directors are of the opinion having made due and careful enquiry, that following
Admission the Enlarged Group will have sufficient working capital for at least the next 12 months from  the
date of Admission.

Admission, Dealings and Settlement

The  Directors and Proposed Directors have applied for the Enlarged Issued Share Capital to be admitted  to
trading on the ISDX Growth Market following the Acquisition.

Dealings in the Ordinary Shares on ISDX Growth Market are expected to commence on 25 February 2013.

CREST

The  Directors and Proposed Directors will arrange with CREST for the Enlarged Issued Share Capital  to  be
admitted  to  CREST with effect from Admission.  Accordingly settlement of transactions in Ordinary  Shares
following Admission may, if a shareholder wishes, take place within the CREST system.  CREST is a paperless
settlement  procedure,  which  allows  title  to securities to  be  evidenced  without  a  certificate  and
transferred otherwise than by written instrument.

CREST is a voluntary system and shareholders who wish to receive and retain share certificates will be able
to do so.

Lock-in Arrangements

Each  of  the Vendors is to enter into a Lock-in-Deed under which the Vendors will be restricted  from  any
sale  or  disposal  of  the  Consideration Shares issued to them for a period of  twelve  months  following
Completion.

Menora Trading Limited, which is beneficially controlled by Chan, Fook Meng, has also entered into a  Lock-
in Deed under which it will be restricted from any sale or disposal of its holding of Ordinary Shares for a
period of twelve months following Completion.

Share Dealing Code

The  Company  has adopted and will operate a share dealing code for directors in accordance with  the  ISDX
Rules.

Dividend Policy

The  Directors  consider that it would not be appropriate at this stage to indicate  any  likely  level  of
future dividends.

Share Option Scheme

It  is  the  Directors  present intention that following the Acquisition and Admission,  the  Company  will
consider  when  appropriate,  the introduction of share options to be granted  by  the  Company  to  senior
executives  and  to  employees of the Group in order to retain and incentivise  them.   At  this  time  the
Directors  do not expect the total number of Ordinary Shares which are capable of being issued  under  such
options to exceed ten per cent of the issued ordinary share capital of the Company.

Taxation

The  Ordinary Shares are not "listed on a recognised stock exchange" for the purposes of those sections  of
the  Income  and Corporation Taxes Act 1988 (the Taxes Act), as amended, and various tax regulations  which
use  this term in relation to securities, provided that the Company remains one which does not have any  of
its  shares  admitted  to  trading on a recognised stock exchange and included  in  the  official  UK  list
maintained  by the Financial Services Authority as the UK Listing Authority or are officially listed  in  a
qualifying country outside the UK in accordance with provisions corresponding to those generally applicable
in EEA states.  For these purposes the ISDX Growth Market is not a recognised stock exchange.

Further  information regarding taxation in relation to the Proposals is set out in paragraph 11 of Part  VI
of  the  Document. If you are in any doubt as to your tax position you should consult your own  independent
financial adviser immediately.

Takeover Code

The terms of the Acquisition give rise to certain considerations under the Takeover Code.  Brief details of
the Panel, the Takeover Code and the protection they afford are given below.

The  Takeover Code is issued on behalf of the Panel.  The Takeover Code is designed principally  to  ensure
fair and equal treatment of all shareholders in relation to takeovers.

The  Takeover  Code  is administered by the Panel.  The Takeover Code applies to all takeovers  and  merger
transactions,  however  effected,  where the offeree company is, inter  alia  a  public  company  with  its
registered  office  in the UK and whose place of central management and control is  in  the  UK.   Mandarin
Mining  Plc is such a company and its shareholders are entitled to the protections afforded by the Takeover
Code.

Under  Rule  9  of  the Takeover Code ("Rule 9"), when any person, or group of persons acting  in  concert,
acquires  an  interest in shares which, when taken together with shares in which he, or persons  acting  in
concert  with  him, are interested, carry 30 per cent or more of the voting rights of a  company  which  is
subject  to  the  Takeover Code, that person is normally required to make a general offer in  cash  to  all
shareholders  at  the highest price paid by him, or any person acting in concert with him,  within  the  12
months preceding the date of the announcement of the offer.

Rule  9  further provides that, inter alia, where any person, together with persons acting in concert  with
him, is interested in shares which in the aggregate carry not less than 30 per cent of the voting rights of
a company but does not hold shares carrying more than 50 per cent of such voting rights and such person, or
any  person  acting  in  concert with him, acquires an interest in any other  shares  which  increases  the
percentage  of  shares carrying voting rights of such company in which he is interested,  such  person,  or
persons  acting in concert with him, is normally required by the Panel to make a general offer in  cash  to
all  shareholders  of the company for the shares not already owned by him, or any other  person  acting  in
concert with him, at not less than the highest price paid by, him or any person acting in concert with him,
within the 12 months preceding the date of the announcement of the offer.

Where  any  person, who, together with persons acting in concert with him, holds over 50 per  cent  of  the
voting rights of a company, that person (or persons acting in concert with him), will be able, for so  long
as  they  continue to be acting in concert, to acquire additional shares which carry voting rights  without
any  consequence  under Rule 9, save that individual members of the concert parties will  not  be  able  to
increase  their  percentage  interests in shares through or between the Rule  9  thresholds  without  Panel
consent.

Under the Takeover Code, a concert party arises when persons who, pursuant to an agreement or understanding
(whether  formal  or  informal),  co-operate to obtain or consolidate  control  of,  or  to  frustrate  the
successful outcome of an offer for, a company to which the Takeover Code applies.  Under the Takeover Code,
control  means an interest or interests in shares carrying in aggregate 30 per cent. or more of the  voting
rights of a company, irrespective of whether such interest or interests give de facto control.

Shareholders should be aware that, upon Admission and following the issue of the Consideration  Shares  and
the  new Ordinary Shares to be subscribed by EIN Asset, members of the Concert Party will in aggregate  own
60,000,000 Ordinary Shares representing 70.59 per cent of the Enlarged Issued Share Capital of the Company.
The shareholdings of each member of the Concert Party immediately following Admission are set out below:

Name                No.          of  No.          of   No of Ordinary   No. of Ordinary   Percentage
                    Existing         Consideration     Shares           Shares       at   of  Enlarged
                    Ordinary         Shares            subscribed  by   Admission         Issued Share
                    Shares                             EIN Asset                          Capital (%)
Park, Minkyu                      -       31,302,000                -        31,302,000          36.83
Enercom       Co.                 -       15,654,000                -        15,654,000          18.42
Limited
Lee, Kwangsung                    -       13,044,000                -        13,044,000          15.34
Ein Asset                         -                -       10,000,000        10,000,000          11.76
Existing                 15,000,000                -                -        15,000,000          17.65
Shareholders
TOTAL                    15,000,000       60,000,000       10,000,000        85,000,000         100.00

In  addition the Company has outstanding GBP150,000 of Convertible Loan Notes 2014 that carry the right  of
conversion into up to 15,000,000 Ordinary Shares.  Purestar Group Limited ("Purestar") is the holder of all
of  the  Convertible Loan Notes.  Purestar was formerly beneficially controlled by Chan, Fook Meng, one  of
the Directors, but he no longer holds any interest in Purestar.  Purestar is now beneficially owned by Tan,
Kiam Hock who has acquired ownership of Purestar from Chan, Fook Meng.

Following Completion of the Acquisition, the Concert Party will hold more than 50 per cent of the  Company.
For  so  long  as the Concert Party holds more than 50 per cent of the issued share capital of the  Company
(and for so long as they continue to be treated as acting in concert), the Concert Party may increase their
aggregate  shareholding  without incurring an obligation under Rule 9 to make  a  general  offer,  although
individual  members of the Concert Party will not be able to increase their percentage interest  in  shares
through 30 per cent or between 30 per cent and 50 per cent of the voting rights of the Company without  the
consent of the Panel.

The  Panel has deemed the members of the Concert Party to be acting in concert for the purposes of the City
Code.

Following  an application by the Directors, the Panel has agreed to waive the obligation to make a  general
offer  that  would  otherwise  arise on the members of the Concert Party as a result  of  the  Acquisition,
subject  to  Resolution No. 1, (as set out in the notice convening the GM) being passed on a  poll  by  the
Independent Shareholders of the Company. There are no existing shareholders of the Company who are  not  to
be  treated as Independent Shareholders for this purpose and accordingly to be passed Resolution No. 1 will
require a simple majority of the votes cast.

The  Members  of  the  Concert  Party do not currently have any interests, rights  to  subscribe  or  short
positions in the share capital of the Company.

No member of the Concert Party has had any interest in securities of the Company in the 12 months preceding
the  date  of  the  Document.  The Waiver will be invalid if any member of the Concert  Party  acquires  an
interest in securities of the Company in the period between the date of the Document and the GM.

Accordingly,  each member of the Concert Party has undertaken to the Company that he will  not  acquire  an
interest in securities in the Company during such period.

Details of the members of the Concert Party, their relationship and their interests in the Company, are set
out in Part V of the Document.

General Meeting

You will find at the end of the Document a Notice of GM to be held at Finsgate, 5-7 Cranwood Street, London
EC1V 9EE at 10.00 a.m. on 22 February 2013 at which the following resolutions will be proposed:

    *   ordinary resolution to approve the waiver of the obligations on the Concert Party (or any members
        of the Concert Party) to make a general offer to shareholders pursuant to Rule 9 of the Takeover Code in
        the event of the issue of the Consideration Shares to the Concert Party on Completion of the Acquisition
        subject to and in accordance with the terms of the Option Agreement (subject to approval by Independent
        Shareholders voting on a poll);

    *   an ordinary resolution to adapt the investing strategy and approve the Acquisition;

    *   ordinary resolutions to approve the appointment of the Proposed Directors; and

    *   a special resolution to change the name of the Company to 'Enerstry Group Plc'.

Action to be taken by all Shareholders

You will find enclosed with the Document a Form of Proxy for use at the GM. Whether or not you intend to be
present  at  the  meeting you are requested to complete and sign the Form of Proxy in accordance  with  the
instructions thereon and return it to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard,
Farnham,  Surrey GU9 7LL as soon as possible and in any event so as to arrive no later than 10.00  a.m.  on
20  February 2013.  Completion and return of the Form of Proxy will not prevent you from attending  the  GM
and voting in person should you so wish.

Recommendation

The  Board,  which has been so advised by Alfred Henry in its capacity as Rule 3 Adviser  to  the  Company,
considers  the  terms of the Proposals to be reasonable and in the best interests of the  Company  and  the
Shareholders.  In  providing advice to the Directors, Alfred Henry has taken into  account  the  Directors'
commercial assessment.

Accordingly your Directors unanimously recommend that you vote in favour of the Resolutions proposed at the
GM. Chan, Fook Meng intends that Menora Trading Limited, which holds 4,000,000 Ordinary Shares representing
26.67  per cent of the issued Ordinary Shares as at the date of the Document, is to vote in favour  of  the
Resolution.

                                                     
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 Document, including, but not limited to, the risk factors described  below  before
deciding  whether to invest in the Company, particularly in the light of the current economic circumstances
and  potential  investors are asked to read this document and these risk factors  with  regard  to  current
economic  circumstances.  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 Enlarged Group's business,  financial
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 Enlarged Group.

Admission to ISDX Growth Market

The  Ordinary  Shares  are not included in the Official List and not admitted to trading  on  a  "Regulated
Market' under EU financial services law (which does not include the ISDX Growth Market).

Notwithstanding  that the Company's Enlarged Issued Share Capital is to be readmitted to  the  ISDX  Growth
Market,  there  is no assurance that an active trading market for the Ordinary Shares will develop  or,  if
developed, be sustained following admission to the ISDX Growth Market.  If an active trading market is  not
developed  or  maintained,  the  liquidity and trading price of the  Ordinary  Shares  could  be  adversely
affected. In addition, there is no guarantee that the Company's application to ISDX for the readmission  of
its Ordinary Shares to be traded on the ISDX Growth Market following Completion of the Acquisition will  be
successful.   Acceptance of the Company's application to, and continued admission to trading  on  the  ISDX
Growth Market is entirely at the discretion of ISDX.

Potential  investors  should be aware that the value of shares can rise or fall and that  investment  in  a
share  which  is  not  traded  on the Official List or the transfer of which  is  restricted  may  be  less
realisable  and carries a higher risk than investment in a share which has a liquid market.  A  prospective
investor should consider with care whether an investment in the Company is suitable for him in light of his
personal  circumstances and the financial resources available to him.  Potential investors should be  aware
that investing in the Company carries a risk of losing all the money which they invest.

The  strategy for the Company and consequently for the Ordinary Shares is to achieve capital growth and the
Ordinary  Shares  may  not therefore be suitable as a short-term investment. Investors  may  not  therefore
capitalise their investment either at all or within the timeframe they had originally expected.

The  market value of the Ordinary Shares following Admission to trading on the ISDX Growth Market  (in  the
event  that  this takes place) may not necessarily reflect the underlying net asset value of  the  Enlarged
Group.

Any changes to the regulatory environment, in particular to the ISDX Rules in relation to companies such as
the  Company,  could affect the ability of the Company to maintain a trading facility on  the  ISDX  Growth
Market.   Recent changes in the structure of the ISDX Growth Market and its succession to the  PLUS  quoted
market  (on which the Company's listing commenced) may introduce changes to the regulatory rules applicable
to  the market and to the approach adopted by ISDX as regards the qualification of companies for listing on
the  ISDX  Growth Market.  The directors have no reason to consider that the Company will not  continue  to
qualify for admission to the ISDX Growth Market or that any changes to the regulatory environment will have
an adverse effect on the Company or the trading of its shares.

Liquidity of the Ordinary Shares

The  share prices of public companies can be subject to significant fluctuations. In particular, the market
for  shares in smaller public companies is less liquid than for larger public companies.  Consequently  the
share  price of the Company may be subject to greater fluctuations and the Ordinary Shares may be difficult
to sell.

Future Funding

The  Company may need to raise further funds in the future, either to fund the expansion of the  activities
of  the  Enlarged Group, for acquisitions and investments or to raise additional working capital to sustain
the  operations of the Enlarged Group.  Any equity offerings to new investors could result in dilution  for
existing  shareholders. Furthermore, there can be no guarantee or assurance that additional  funds  can  be
raised  when  necessary.  In these circumstances the Company would need to secure additional  funding  from
other sources and/or scale back its future plans.

EIN  Asset  has agreed to provide funding for the Yonsei Milk project on the terms shown in the Convertible
Loan Agreement dated 23 November 2012 between EIN Asset and Enerstry described in paragraph 9.9 of Part  VI
of the Document (the "Enerstry Convertible Loan Agreement").  The ability to repay the loans that are to be
advanced  by  EIN  Asset will depend primarily on the revenues and earnings generated by  the  Yonsei  Milk
project.   If  the  revenues do not meet expectations, whether as to time or amount, or if  for  any  other
reason  Enerstry  does  not have the surplus cash resources needed to meet the repayment  obligations,  the
indebtedness owing to EIN Asset will need to be resolved without risking a default by the Company.

The  Enerstry  Convertible  Loan  is  subject to EIN Asset's right  to  convert  any  amount  that  remains
outstanding and unpaid on 30 April 2014 into ordinary shares of Enerstry at a conversion rate that  applies
a  value  of the ordinary shares of Enerstry that is to be determined by the directors of Enerstry at  that
time.  The value at which the outstanding amount of the loan is to be converted may be such that the number
of  shares to be issued to EIN Asset causes the Company to cease to have majority control of the shares  of
Enerstry and could cause the Company's holding of issued shares of Enerstry to be subject to dilution.   If
Enerstry  does not have the funds available to repay the outstanding indebtedness owing to EIN  Asset,  the
directors  of Enerstry may be obliged to agree a conversion rate that would be acceptable to EIN  Asset  in
order to avoid the prospect of defaulting on the repayment of the outstanding indebtedness.

Under  the  terms  of the Convertible Loan Agreement dated 23 November 2012 the balance  of  the  principal
amount that is to be drawn down in April 2013 is subject to Enerstry having complied with the terms of  the
Enerstry Convertible Loan Agreement.   If Enerstry is subject to any of the events of default provided  for
in  the Convertible Loan Agreement, the further advance may not be made and the existing indebtedness would
become repayable before the repayment date in April 2014.

It  is envisaged that other projects comparable to the Yonsei Milk project will be introduced in the future
and  in each case the costs of establishing the energy system before it generates earnings is likely to  be
met  substantially by means of loans and other forms of project finance.  The Company's ability to  proceed
with  projects of this kind will depend on its ability to raise external finance on terms that  enable  the
resulting operation of the energy system to be economically viable.

The  nature of the energy system projects that the Company proposes to implement, and the expectation  that
each  project will be the subject of distinct and independent financing arrangements, is likely to lead  to
the  use  of  separate companies to handle individual projects, with those who provide the  finance  taking
equity participation in addition to providing debt funding.  In this case the Company may obtain management
fees  as  its  principal source of returns from those projects, with limited participation  in  the  growth
derived from the project and the realisation of capital value.

Risks relating to Enerstry and its Business

The  following  sets out some of the risks relating to Enerstry's business. If any of the  following  risks
occur, Enerstry's business, financial condition or results of operations could be seriously affected.

The  Yonsei  Milk  project is subject to the risks that are commonly encountered  in  the  preparation  and
conduct of arrangements that involve the integration of energy systems.  Enerstry is reliant on Yonsei Milk
to provide the facilities needed to install and operate the plant that is to be installed for this purpose,
to  comply  with the long term supply of power contemplated by the arrangements and to meet  the  financial
obligations  to sustain the plant and the system.  The economic return that is capable of being  earned  by
Enerstry  is  determined  in  some measure by the savings derived from the  use  of  wood  pellet  fuel  by
comparison  with  LNG  -  changes to the cost of the supply of energy to Yonsei may  adversely  affect  the
returns that Enerstry is able to earn from this source.

Enerstry  relies on its ability to source wood pellet and other sources of waste fuel to  be  used  in  the
Yonsei  Milk plant and other prospective facilities.  If the sources that have been contracted by  Enerstry
or  from  which it is contemplating acquiring stocks of fuel for this purpose become restricted or for  any
other  reason  Enerstry is obliged to obtain supplies from other less economic sources,  the  returns  that
Enerstry is able to earn from the energy systems that it operates may be reduced.

Enerstry expects to use recognised suppliers of equipment and plant of a specialised nature for the  energy
systems  that  it  is  to  install and operate at Yonsei Milk and elsewhere.  Enerstry  will  rely  on  the
technology developed by these suppliers to meet the specifications required for the energy systems that  it
is  to  install  and to meet the performance requirements of the plant that is to be installed.   If  these
suppliers  are  not able or fail to meet the specifications or if their equipment does not perform  to  the
standards  required,  Enerstry may be obliged to incur expense in remedying the  defects  or  in  deploying
equipment that does not meet the budgetary or performance requirements of the systems for which Enerstry is
to be responsible.

The energy systems that Enerstry is to promote rely on the economic and social advantages to be gained from
the  use  of  waste and other biomass fuels to compete with other forms of energy supply.  Changes  in  the
market  for  fuels or for the supply of energy may adversely affect the competitive position of the  energy
systems that Enerstry is promoting and operating.

The  regulatory  structure  in Korea for the installation of energy systems is relatively  favourable,  the
permits  and  authorisations  required  in  order to install  and  operate  energy  systems  such  as  that
contemplated  for  Yonsei  Milk are not onerous and are not expected to cause any  material  delay  in  the
implementation  of  the project.  Should the position change, or if Enerstry extends the  jurisdictions  in
which it operates to territories that impose more restrictive and time consuming regulatory structures, the
need to establish funding and operational arrangements in advance of the implementation and commencement of
the operations that generate revenue for Enerstry may require Enerstry to adopt a more protracted model for
the energy systems that it is promoting.

Samyang is to remain as a minority shareholder of Enerstry, holding shares that represent about 34 per cent
of  the  equity shares of Enerstry.  The constitution of Enerstry does not contain any specific  rights  or
powers  that  are  vested  in  Samyang as the holder of shares of Enerstry to restrict  the  activities  of
Enerstry,  to  appoint or remove any officers of Enerstry, to obtain information about  the  activities  of
Enerstry  (other  than the common rights of shareholders) or to require Enerstry to act in accordance  with
the directions of Samyang or to refrain from acting in accordance with the resolutions of the directors  of
Enerstry  or  of  the  Company as the controlling shareholder.  The directors of Enerstry  are  obliged  to
observe  and  take  account  of the broad obligations and rights of Samyang as a  minority  shareholder  in
accordance  with  Korean  corporate  law.  There are no restrictions, either  within  the  constitution  of
Enerstry or otherwise, on the sale or other disposal of shares in Enerstry by Samyang or by the Company.

The Group may need additional capital as it implements its expansion plan. Whilst expansion is expected  to
involve  separate  corporate structures for individual energy systems which will  be  subject  to  distinct
financing  arrangements,  the Enlarged Group may need additional funds for the proposed  expansion  of  its
operations.  Such funds may not be available on acceptable terms or at all, and, without additional  funds,
the  Group  may  not  be  able  to  effectively  execute its growth  strategy,  take  advantage  of  future
opportunities or respond to competitive pressures or unanticipated requirements.

Following  the Acquisition the Ordinary Shares in the Company held by the members of the Concert Party  and
the  shares  of  Enerstry held by Samyang will in some cases be held by members of the extended  family  of
those  who  are  the  executive directors of the Company and of Enerstry.  The relationship  between  these
family  groups will need to be taken into account in the governance of the Company, but may also cause  the
interests  held  by the respective members of the family groups to be influenced by personal  and  familial
factors.

Directors' other Interests

Fook  Meng  Chan,  as the non-executive Director is not restricted, other than by his normal  duties  as  a
company  director, from acting in the direction, management or conduct of the affairs of any other  company
or  partnership.  Fook Meng Chan has other interests and his continued ability to provide his  services  to
the  Company is dependent on his ability to combine those interests with his activity as a director of  the
Company.  In  the event of any potential conflicts of interest being identified, they will be declared  and
dealt with appropriately.

Share Price Impact of Sales of Ordinary Shares by Locked-in Parties

The market price could decline as a result of any sales of Ordinary Shares by those who are subject to Lock
in  Agreements  following  expiry  of  the  lock-in period as detailed  in  the  paragraph  headed  Lock-in
Arrangements  in  Part I of the Document and paragraphs 9.10 and 9.11 of Part VI of the  Document,  or  the
perception that these sales could occur.

Economic, Political, Judicial, Administrative, Taxation or other Regulatory Matters

In  addition  to the impact of the downturn of the world's economies, the Enlarged Group may  be  adversely
affected by other changes in economic, political, judicial, administrative, taxation or other regulatory or
other unforeseen matters.

Currency Fluctuations

The  Enlarged  Group's operations in the Republic of Korea make it subject to foreign currency fluctuations
and such fluctuations may materially affect the Company's financial position and results.  The Company does
not engage in currency hedging to off-set any risk of currency fluctuations.  The Enlarged Group's revenues
and  operating  costs  are denominated in KRW and the Company maintains its accounts  in  sterling.   As  a
result,  any significant fluctuation of the KRW against sterling may materially affect the results  of  the
Company.

Repatriation of Earnings

Currently, there are no restrictions on the repatriation from the Republic of Korea of earnings or  capital
to  foreign entities that would apply to the Enlarged Group.  However, there can be no assurance  that  any
such  restrictions on repatriation of earnings or capital from the Republic of Korea, or any other  country
where the Company may invest, will not be imposed in the future.

At  present,  the  distribution  of dividends by Korean companies to foreign  shareholders  is  subject  to
withholding taxes.  It is not envisaged that dividends will be drawn by the Company in the near future but,
should Enerstry make distributions the application of withholding tax may reduce the amount received by the
Company.

Current  and  potential  investors  are strongly recommended to consult an  independent  financial  adviser
authorised under the Financial Services and Markets Act 2000 who specialises in investments of this  nature
before making any decision to invest.


DEFINITIONS

In the Document, where the context permits, the terms set out below shall have the following meanings:

"Acquisition"                 the  proposed  acquisition of shares representing 65.71  per  cent  of  the
                              entire issued share capital of Enerstry pursuant to the terms of the Option
                              Agreement
                              
"Admission"                   admission of the Ordinary Shares, in issue and to be issued pursuant to the
                              Acquisition, to trading on the ISDX Growth Market
                              
"Admission Document" or       this document
"Document"

"Alfred Henry"                Alfred  Henry  Corporate Finance Limited, the Company's ISDX Growth  Market
                              Corporate Adviser and Rule 3 Adviser to the Company
                              
"City Code" or "Takeover      the City Code on Takeovers and Mergers
Code"

"Act"                         Companies Act 2006
                              
"Company" or "Mandarin"       Mandarin  Mining  Plc,  a company incorporated in England  and  Wales  with
                              registered number 07535969
                              
"Completion"                  Completion of the Acquisition and Admission
                              
"Concert Party"               all of the Vendors
                              
"Consideration Shares"        60,000,000 new Ordinary Shares to be issued to the Vendors as consideration
                              for  the  Acquisition on and subject to the terms set  out  in  the  Option
                              Agreement
                              
"Convertible Notes"           GBP150,000   convertible  unsecured  loan  notes  2013  of   the   Company,
                              convertible  at  1p  per share into up to 15,000,000  new  Ordinary  Shares
                              further details of which are contained in paragraph 9.4 of Part VI  of  the
                              Document
                              
"Corporate Governance Code"   the  UK  Corporate  Governance Code published  in  September  2012  by  the
                              Financial Reporting Council as the same may be amended or varied
                              
"CREST"                       the  computer based system and procedures which enable title to  securities
                              to  be evidenced and transferred without a written instrument, administered
                              by Euroclear UK & Ireland Limited
                              
"CREST Regulations"           the  Uncertificated Securities Regulations 2001 (SI 2001/3755)  as  amended
                              from time to time
                              
"Directors"                   the  directors of the Company at the date of the Document, whose names  are
                              set out on page 4 of the Document
                              
"EIN Asset"                   EIN  Asset Management Limited, a company incorporated in Korea under number
                              2128833303
                              
"EIN Subscription Shares"     10,000,000 Ordinary Shares to be subscribed by EIN Asset, applying the  fee
                              of  GBP300,000  that is to become payable by the Company to  EIN  Asset  on
                              Completion  under  the  agreement  details  of  which  are  summarised   in
                              paragraph 9.5 of Part VI of the Document
                              
"Enercom"                     Enercom  Co.  Limited, a company incorporated in Korea  under  No.  284211-
                              0059892
                              
"Enerstry"                    Enerstry  Co.  Limited  a  company  incorporated  in  Korea  under   number
                              2128198372
                              
"Enlarged Group"              the Company and Enerstry after the Acquisition
                              
"Enlarged   Issued    Share   the entire issued ordinary share capital of the Company, as enlarged by the
Capital"                      issue of the Consideration Shares and the EIN Subscription Shares
                              
"Existing Shareholders"       the holder of Ordinary Shares at the date of the Document
                              
"Existing Shares"             the 15,000,000 Ordinary Shares in issue at the date of the Document
                              
"Form of Proxy"               the  Form  of Proxy to be used by holders of Existing Shares in  connection
                              with the GM which accompanies the Document
                              
"FSA"                         Financial Services Authority
                              
"Financial   Services   and   the Financial Services and Markets Act 2000 (as amended)
Markets Act" or "FSMA"

"GM" or "General Meeting"     the  general meeting of the Company to be convened on 22 February 2013  for
                              the purpose of passing the Resolutions
                              
"Independent Shareholders"    the  holders  of  Existing Shares who are not also members of  the  Concert
                              Party and have no personal interest in the Acquisition
                              
"ISDX"(1)                     ICAP  Securities  &  Derivatives Exchange Limited, a recognised  investment
                              exchange under section 290 of the Financial Services and Markets Act
                              
"ISDX Growth Market"*         the  market  of that name within the ISDX primary traded securities  market
                              segment that is the market for unlisted securities operated by ISDX
                              
"ISDX Rules"*                 the  ISDX Growth Market Rules for Issuers which sets out the admission  and
                              disclosure standards for companies on the ISDX Growth Market
                              
"Korea"                       the Republic of South Korea
                              
"KRW"                         South Korean Won - the currency of Korea
                              
"London Stock Exchange"       London Stock Exchange plc
                              
"Notice of GM"                the notice set out at the end of the Document convening the GM
                              
"Official List"               the Official List of the UK Listing Authority
                              
"Option Agreement"            the agreement dated 5 November 2012 between the Company (1) and the Vendors
                              (2) relating to the option granted by the Vendors to the Company to acquire
                              issued  shares  of  Enerstry and complete the Acquisition,  particulars  of
                              which are set out in paragraph 9.7 of Part VI of the Document
                              
"Ordinary Shares"             Ordinary Shares of 1p each in the share capital of the Company
                              
"Panel"                       the  Panel  on Takeovers and Mergers, the regulatory body that  administers
                              the City Code
                              
"Proposals"                   the Acquisition, the Waiver, the passing of the Resolutions, the change  of
                              name and Admission
                              
"Prospectus Rules"            the  Prospectus Rules made by the FSA pursuant to sections 734(A)(1) and  3
                              of FSMA, as defined in section 417(1) of FSMA
                              
"Proposed Directors"          Hwang, Sie Hyoung and Park, Minkyu
                              
"Resolutions"                 the resolutions set out in the Notice of GM at the end of the Document
                              
"Samyang"                     Samyang  P&A  Co  Limited,  a  company  incorporated  in  Korea  under  No.
                              1408115488
                              
"UK Listing Authority"        the FSA, acting in its capacity as the competent authority for the purposes
                              of Part 8 of the Financial Services and Markets Act 2000
                              
"Vendors"                     Park,  Minkyu;  Enercom Co Limited and Lee Kwangsung, the  vendors  of  the
                              issued shares of Enerstry under the Option Agreement
                              
"Waiver"                      the  conditional waiver to be granted by the Panel, subject to the  passing
                              of Resolution No. 1 on a poll of Independent Shareholders at the GM, of the
                              obligation  of  the  Concert  Party (or any  member  thereof)  which  would
                              otherwise arise under Rule 9 of the Takeover Code to make a mandatory  cash
                              offer for the issued Ordinary Shares not already owned by the Concert Party
                              (or relevant member thereof) on or after Admission as further described  in
                              the Section headed "Takeover Code" in Part 1 and in Part V of the Document
                              
"Yonsei Milk"                 Yonsei  Milk,  a  division of Yonsei University, a school  incorporated  in
                              Korea under number 3128207708

For the purpose of the Document, the exchange rate GBP to KRW is GBP1 to 1,715 KRW
_______________________________

(1)The  ISDX Growth Market is the successor of the PLUS-quoted market operated by PLUS Stock Exchange  plc.
   In  this  Document where the ISDX Growth Market and the ISDX Rules will be used to refer  to  the  PLUS-
   quoted  market, historic references are to be made to the Company's admission to PLUS-quoted  market  to
   the  PLUS Rules for Issuers or other references to PLUS in relation to periods prior to the introduction
   of  the  title  ISDX Growth Market for the securities exchange to which the Ordinary  Shares  have  been
   admitted,  those  references will be substituted by references to the ISDX Growth Market  and  the  ISDX
   Growth Market Rules for Issuers in order to avoid confusion.

Contact Information

  • MANDARIN MINING PLC