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ASF GROUP LIMITED Capital/Financing Update 2011

Sep 8, 2011

64323_rns_2011-09-08_f9e42243-5a94-4721-b62d-aec22d67077c.pdf

Capital/Financing Update

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ASF GROUP LIMITED

ACN 008 924 570 Bennelong, 2/3B Macquarie Street Sydney NSW 2000 Telephone: (61 2) 9251 9088 Facsimile: (61 2) 9251 9066 www.asfgroupltd.com

9 September 2011

The Manager Company Announcements Australian Stock Exchange Ltd 20 Bridge Street Sydney 2000 via: www.asxonline.com

Dear Madam/Sir

$16 MILLION CAPITAL INJECTION FOR ASF RESOURCES LIMITED

The Directors of ASF Group Limited (the “Company”) are pleased to announce that the Company and ASF Resources Ltd (“ASFR”), an 89% owned subsidiary of the Company, have entered into an Investment Agreement (the “Agreement”) with Beijing Guoli Energy Investment Co., Ltd. (“Guoli”).

The principal terms of the Agreement provide for:

  1. Subscription by Guoli for 81,818,182 new shares of ASFR representing 45% of the enlarged issued share capital of ASFR for an investment of A$16.0 million (the “Subscription Amount”).

  2. Payment by Guoli of US$1.0 million deposit to ASFR as part payment of the Subscription Amount within 10 business days after execution of the Agreement.

  3. Balance of the Subscription Amount is to be paid to ASFR on Completion, which is to occur no later than 15 December 2011, subject to the conditions of the Agreement either being satisfied or waived, after which Guoli and the Company will respectively hold 45% and 48.95% of the issued share capital of ASFR.

  4. Company, after Completion, is to proceed (subject to shareholders approval) to demerge its interest in ASFR by distributing 80% of its shareholding in ASFR to the Company’s shareholders after which the parties agree to take all reasonable steps to seek the listing of ASFR on the ASX.

The Agreement is conditional upon:

  • (a) all necessary consents being obtained under the regulatory requirements of China and of Australia, including the Australian Government foreign investment approval; and

  • (b) the approval of the shareholders of the Company.

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In the event that Guoli is unable to obtain necessary regulatory approvals in China, the US$1.0 million deposit made by Guoli will be forfeited. If any other conditions are not satisfied by 15 December 2011 then the deposit will be refunded by ASFR and the Agreement terminated.

The Company proposes to seek the approval of shareholders to the Agreement and the proposed demerger referred to above at the 2011 Annual General Meeting. A Notice of Meeting convening the Annual General Meeting will be dispatched to shareholders in due course.

ASFR holds eight tenements in the Canning Basin in northern Western Australia which are under exploration for thermal coal resources.

Guoli is a limited liability company incorporated in the People’s Republic of China in 1993 with registered capital of RMB300 million. It is engaged in a variety of businesses including energy and resources, property development, investment and finance. In particular, Guoli holds 25% equity interest in Beijing Sanjili Energy Co Ltd which currently owns 5 power plants in China with total capacity of 5.5 million kilowatts.

The new investment received under this Agreement will be used as working capital by ASFR in the further exploration of its existing mineral tenements and to further expand the company.

The Chairman of ASF Group Limited, Ms Min Yang said: “We are very pleased to enter into this Agreement and relationship with Beijing Guoli Energy Investment Co Ltd. It represents an important step in the development of ASF Group Limited and its business model of co-investment with partners from China, and we look forward to mutual success and enhancing value to our Company and shareholders.”

For further information contact Justin Clarke, Development and Operations Director, ASF Corporate (Ph: 612 9251 9088).

William Kuan Company Secretary Ph: +612 9251 9088 Fax: +612 9251 9066

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