ASPIRE MINING LIMITED

ABN: 46 122 417 243 Suite B3, 431-435 Roberts Road Subiaco WA 6008 PO Box 1918 Subiaco WA 6904 Tel: (08) 9287 4555 Fax: (08) 9388 1980

ASX RELEASE

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Web: www.aspiremininglimited.com Email: [email protected]

For Immediate Release – 29 July, 2015

ASX Waiver Notice

In March 2015, and as further amended in April 2015, Aspire Mining Limited (ASX: AKM, the Company or Aspire ) agreed with the Noble Group (SGX: N21, Noble ) a Binding Term Sheet ( Term Sheet ) which inter alia extended the repayment date of its existing US$5.0 million loan ( Loan ) by 12 months to March 2016 (refer ASX Announcements dated 16 March and 29 April 2015). The extension included the securitisation of the Loan in favour of Noble against Aspire’s interest in the Ekhgoviin Chuluu Joint Venture ( ECJV ) which under Listing Rule 10.1 required Aspire shareholder approval or alternatively the grant of a waiver by the ASX.

The Company advises that Australian Stock Exchange ( ASX ) granted it a waiver of Listing Rule 10.1 on 29 April 2015, to permit the Company to grant security over its 50% interest in the ECJV, in favour of Noble, to secure amounts owing to Noble under the Loan. The disclosures required as part of the waiver conditions are as follows.

The Loan was originally provided by Noble in January 2013 to assist the Company’s rail infrastructure subsidiary, Northern Railways LLC ( Northern Railways ) to pursue pre-development activities in relation the Erdenet to Ovoot railway. The key terms of the Loan and the proposed security arrangements are summarised below:

Principal amount	US$5.0 million
Interest	9.0% per annum, which interest may be capitalised
Security	Security is to be given in favour of Noble over Aspire’s 50% interest in theECJV, through a mortgage over the shares indirectly held by Aspire inCoalridge Limited.
Repayment	The Principal (including any capitalised interest) is repayable on 15 March2016, unless early repayment is made or Aspire is in default.Aspire expects that all amounts under the Loan will be repaid by 15 March2016.
Discharge ofsecurity	The security will be discharged at the request of Aspire if all amounts owing, orthat will become owing, in respect of the Loan have been satisfied. Aspireexpects this discharge will occur upon repayment of the Loan (as describedabove).

The grant of a waiver of Listing Rule 10.1 by ASX to permit the proposed security is subject to several key conditions. A summary of the terms of the waiver is attached as Appendix A.

The Company has prioritised the repayment of the Loan and has engaged financial advisors to assist it to seek out options to repay or refinance the Loan facility by 15 March 2016.

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ABOUT ASPIRE MINING LIMITED

Aspire Mining Limited is listed on the ASX (ASX: AKM) and is the largest coal tenement holder in Mongolia’s Northern provinces and is focused on identifying, exploring and developing quality coking coal assets. Aspire currently owns a 50% interest in and is the operator of the Ekhgoviin Chuluu Joint Venture (ECJV), and has an option to increase its ownership to 100% of the ECJV. The ECJV owns a 90% interest in the Nuurstei Coking Coal Project, and following a successful 2014 exploration program is planning to conduct additional exploration work through 2015 with the aim of identifying a JORC 2012 coal resource and defining coal quality across the deposit. Depending on the results of the 2015 program, future positive economic studies, funding and the grant of necessary approvals and licenses, Nuurstei could commence a road based production operation as early as 2016.

The Northern Rail Line, part of Mongolia’s national rail policy will extend Mongolia’s national rail network past the Nuurstei Coking Coal Project to Aspire’s wholly owned Ovoot Coking Coal Project and onto the Russian/Mongolian border to eventually connect with Russia’s rail network. The Erdenet – Ovoot section is a 547km alignment being progressed by Northern Railways LLC, a subsidiary of Aspire. Northern Railways is awaiting the grant of a rail concession from the Government of Mongolia to proceed with funding negotiations, the completion of the second outstanding phase of its Bankable Feasibility Study and other activities.

The timing with respect to the grant of a rail concession agreement is outside of the control of Aspire. Certain activities to further progress the Erdenet – Ovoot railway development include the completion of detailed engineering work to support definitive financing negotiations.

For more information contact:

Corporate

David Paull Aspire Mining Ltd +61 8 9287 4555 Managing Director Investor Relations Naomi Dolmatoff Aspire Mining Ltd +61 8 9287 4555 Email: [email protected]

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Appendix A: Terms of ASX Waiver

ASX grants the Company a waiver from Listing Rule 10.1, to the extent necessary to permit the Company to grant security over the Company’s 50% shareholding (through its wholly owned subsidiary Ovoot Coking Coal Pte Ltd) in Coalridge Limited (the incorporated joint venture company in respect to the Ekhgoviin Chuluu Joint Venture) in favour of Noble (the Security ), in relation to a secured extended debt facility of up to US$5,000,000 ( Term Sheet ), without obtaining shareholder approval, on the following conditions.

The Term Sheet includes a term that if an event of default occurs and Noble exercises its rights under the Security, neither Noble nor any of their associates can acquire any legal or beneficial interest in an asset of the Company in full or part satisfaction of the Company's obligations under the Term Sheet, or otherwise deal with the assets of the Company, without the Company first having complied with any applicable listing rules, including Listing Rule 10.1, other than as required by law or through a receiver, or receiver and manager (or any other person acting on behalf of Noble) appointed by Noble exercising its power of sale under the Security and selling the assets to an unrelated third party on arm's length commercial terms and conditions and distributing the cash proceeds to Noble in accordance with its legal entitlements.
A summary of the material terms of the Term Sheet is made in each annual report of the Company during the terms of the Noble Loan facility.
Any variation to the terms of the Term Sheet or the Security which is:
- a. not a minor change; or
- b. inconsistent with the terms of the waiver,

must be subject to shareholder approval.

The Company must seek to discharge the Security when the funds advanced under the Term Sheet are repaid, or if it is not discharged, seek shareholder approval for the continuation of the Security for any further loan facility amount.
The Company immediately releases to the market an announcement which sets out the terms of the waiver, and the Company’s plans with respect to the repayment of the funds advanced under the Term Sheet and the discharge of the Security, including the timeframe within which it expects the repayment and discharge to occur.

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AI assistant

ASPIRE MINING LIMITED Capital/Financing Update 2015

64354_rns_2015-07-28_f523b1a9-23c7-4ea4-8ec4-6279edc247ff.pdf