ASF GROUP LIMITED — Capital/Financing Update 2015

Feb 1, 2015

==> picture [121 x 38] intentionally omitted <==

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

2 February 2015

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

Dear Sir/Madam

Acquisition of 13.4% interest in ASFR

ASF Group Limited (“ ASF ”) is pleased to announce that Sale and Purchase Agreements (“ Agreements ”) have been entered into with Zhen Li, Ai Ming Tian and Wiseplan Holdings Limited respectively in relation to the acquisition of an aggregate of 13.4% interests in ASF Resources Limited (“ ASFR ”) for A$4,765,511. The consideration will be satisfied by the issue and allotment of 21,661,414 fully paid ordinary shares representing approximately 3.7% of the enlarged issued capital of ASF at a price of A$0.22 per share in the following manner:

he following manner:
Name Zhen LI Ai Ming TIAN Wiseplan Holdings Ltd		No. of ASFR shares held 1,541,624 1,233,299 11,000,000	% of ASFR 1.50% 1.20% 10.70%	Consideration $533,333.37 $426,666.63 $3,805,511.00	No. of ASF shares to be issued 2,424,243 1,939,394 17,297,777
		13,774,923	13.40%	$4,765,511.00		21,661,414

Mr Zhen LI is a substantial holder currently holding approximately 5.2% of the issued capital of ASF. Upon completion of the transaction, Mr Zhen LI will be interested in approximately 5.4% of ASF.

ASF shares issued under the Agreements will be subject to an escrow period for 12 months from their date of issue.

ASFR is currently a 53.69% owned subsidiary of ASF. Upon completion of the transactions, ASF will hold approximately 67.09% of ASFR. The remaining 32.91% of ASFR is held by Novel Might International Ltd, a nominee of Star Diamond Developments Limited.

The principal investment in ASFR is the 34.1% interest in Civil & Mining Resource Pty Ltd, which holds 25 Exploration Permits for Coal (EPCs) and has recently announced a total resource of 645Mt (129Mt indicated and 516Mt Inferred) in its flagship Dawson West Project (EPC 2427) in the Bowen Basin, Queensland.

Information about ASF

ASF is unique among ASX-listed public companies in Australia. It is a Sino-Australian investment and trading house which focuses principally on the identification, incubation and realization of opportunities in areas of synergy between China and Australia including oil & gas, resources, property, infrastructure, travel and financial services sectors.

Geoff Baker Director Ph: +612 9251 9088