ASPIRE MINING LIMITED

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Investor Presentation ‐ October 2011

ABN: 46 122 417 243

Not for release or distribution in the United States or to US Persons

Important notices and legal disclaimer

The following disclaimer applies to this document and any information provided regarding information contained in this document. You are advised to read this disclaimer carefully before reading or making any other use of this document or any information contained in this document. In accepting this document, you agree to be bound by the following terms and conditions and including any modifications to them.

This document has been prepared by Aspire Mining Limited (ACN 122 417 243) ( Aspire or Company ). No party other than Aspire has authorised or caused the issue of this document, or takes responsibility for, or makes any statements, representations or undertakings in this document.

General background information

This document contains general background information about Aspire’s activities current as at the date of this document, 11 October 2011. It is information in a summary form only and does not contain all the information necessary to fully evaluate any transaction or investment. It should be read in conjunction with Aspire’s other periodic and continuous disclosure announcements, which are available at www.asx.com.au.

Not a prospectus

This document is not a prospectus or a product disclosure statement under the Corporations Act 2001 (Cth) ( Corporations Act ) and has not been lodged with the Australian Securities and Investment Commission ( ASIC ). The offer of Aspire ordinary shares ( New Shares ) to which this document relates will only be made to persons to whom offers can be made without a prospectus in accordance with Chapter 6D.2 of the Corporations Act.

Not investment advice

The information provided in this document is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs. Any investment decision should be made based solely upon appropriate due diligence. Recipients of this document are advised to consult their own professional advisers. An investment in any listed company, including Aspire, is subject to significant risks of loss of income and capital. Cooling‐off rights do not apply to an investment in any New Shares. The recipient cannot, in most circumstances, withdraw an application once it has been accepted. Except as stated otherwise, all dollar values are in Australian dollars (A$).

Risks

An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Aspire and Aspire's directors, employees, servants, advisers or agents. Aspire does not guarantee any particular rate of return or the performance of Aspire nor does it guarantee the repayment of capital from Aspire or any particular tax treatment.

Important notices and legal disclaimer

Forward Looking Statements

Certain statements in the presentation are or may be “forward‐looking statements” and represent the Company’s intentions, projections, expectations or beliefs concerning among other things, future exploration activities. The projections, estimates and beliefs contained in such forward looking statements necessarily involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, and which may cause the Company’s actual performance in future periods to differ materially from any express or implied estimates or projections.

Disclaimer

No representation or warranty, express or implied, is made by the Company that the material contained in this presentation (including any forward looking statements) will be achieved or prove to be correct. Except for statutory liability which cannot be excluded, each of the Company, its officers, employees, agents and associates expressly disclaims any responsibility for the accuracy, fairness, sufficiency, reliability or completeness of the material contained in this presentation, or any opinions or beliefs contained in this document (including any forward looking statements), and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission there from. Any opinions (including any forward looking statements) expressed in the presentation are subject to change without notice.

All persons should seek appropriate professional advice in reviewing or considering the presentation and all other information with respect to the Company and evaluating the Ovoot Coking Coal Project and the other Mongolian coal assets. The presentation does not purport to contain all of the information that may be required to evaluate all of the factors that would be relevant in determining whether to deal in the Company’s securities, including but not limited to any person’s objectives, financial situation or needs. Each person should make, and will be taken to have made, its own investigation, assessment and analysis of the information in this presentation and other matters that may be relevant to it considering whether to deal in the Company’s securities.

Foreign offer restrictions

The distribution of this document in jurisdictions outside of Australia may restricted by law and you should observe any such restrictions. This presentation is not for distribution in, nor does it constitute an offer of securities for sale in, Canada, Japan, or in any jurisdiction where such distribution or offer is unlawful. Neither this presentation nor a copy of the presentation can be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person as defined in Regulation S under the US Securities Act 1933, as amended (the “Securities Act”). Any failure to comply with this restriction may constitute a violation of United States securities laws. The presentation and any oral statements made in connection with it are not an offer of securities for sale in the United States. Further information on foreign offer restrictions is set out in the disclaimer at the end of this presentation.

Introduction

Aspire is an ASX listed, independent Mongolian coking coal company focused on its 100% owned Ovoot Coking Coal Project
Prefeasibility Study initiated to assess globally significant production scale

Corporate Snapshot & Project Update

Strategic shareholders include SouthGobi Resources and Noble Group
Existing 330.7mt Ovoot JORC Resource comprises low ash and high yield coking coal with world class fluidity properties
Majority of resource in 2 seams with potential for large scale open pit mine
10,000m drilling programme for 2011
Comprehensive magnetics programme planned
Excellent proximity to major end markets
Institutional Placement of up to approximately 15% of shares on issue at a price of $0.41 per share (“the Placement”)
Funds raised from the Placement will be predominantly used for:
Further exploration of the Ovoot Basin within the next 12 months

Equity Issuance

Carrying out infill drilling to increase the resource and establish a Mongolian Registered Reserve
Completion of a Pre Feasibility Study and Feasibility Study regarding the Ovoot Project
Application for a Mongolian Mining License over the Ovoot Resource
Completion of a Rail Pre Feasibility Study in relation to the rail link to Erdenet
Application for a rail license for the Ovoot to Erdenet rail link
Administration and working capital

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Section 1 – Corporate Snapshot and Project Update

Company Snapshot

Capital Structure pre Placement (ASX:AKM)

		Undiluted	Diluted
Share Price_(10 October 2011)_	$	0.485	0.485
Shares Outstanding Market Capitalisation	m $m	540.6 262.2	847.22 410.9
Options on Issue Net Cash	m $m	247.2 12.01	55.12
Enterprise Value	$m	250.2	355.8

1 As of 30 June 2011

2 Assuming full take up of top up rights pertaining to options by SouthGobi

Ownership (Fully Diluted, pre Placement)[1,2]

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1 As of 30 September 2011 2 Assuming full take up of top up rights pertaining to options by SouthGobi

Share Price (LTM)

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250 18 Mar 2011 1.20
Additional 22 Mar 2011 6 Apr 2011
quality data Noble discloses Final quality data confirms
confirms high 8.6% interest high quality coking coal
yield
expectations 1.00
200
15 Dec 2010
SouthGobi
Placement
0.80
approved by
shareholders
150
0.60
14 Oct
2010
100 Maiden
330Mt
Resource 17 Nov 2010 20 Jun 2011 0.40
Maiden Strengthens
Hong Kong board with
Roadshow Andrew Edwards
and Mark Read
50 25 Oct 2010 Non‐Executive
$20.1m Strategic Directors 0.20
Placement with
SouthGobi
0 0.00
Oct‐10 Dec‐10 Feb‐11 Apr‐11 Jun‐11 Aug‐11 Oct‐11
Volume Price
A$/share
Volume (m)
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Source: Iress

Strategic Investor Interest

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20.2% 9.55% Interest pre Interest pre Placement Placement

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Project Interests

Project Locations

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Project Interests

Ovoot Coking Coal Project (100%)
Jilchigbulag Coal Project (100%)
Nuramt Coal Project (100%)
Shanagan Joint Venture (51% Earn in)
Zavkhan Iron Ore Project (Earning 70%)

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Geology & Tenement Plan

Ovoot Project Tenement and Geology

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 Large 500km[2] + project area  10,000m drilling programme for 2011

 Comprehensive Magnetics programme to be undertaken

 Numerous targets within host Jurassic sediments

 New coal discovery 4km north east of current Ovoot Coal Resource

New Coal Seams Identified

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Note, DH289, DH291 and DH298 not geophysically logged

New Coal Discovery in Ovoot Basin

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Traced to within 4kms of Ovoot Coal Resource area
New Coal Discovery area will add to Resources
Currently outlined in a 2km x 1km zone
Coal seams thickening towards the south
Coal is described as hard and bright

Note, DH289, DH291 and DH298 not geophysically logged

JORC Resource & Coal Seam Stratigraphy

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93% of Resource Tonnes are located in the Upper and three plies of the Lower Seam

JORC Resource

	Above 250m Depth (mt)	Below 250m Depth (mt)	Total (mt)
Measured	70.4	22.9	93.3
Indicated	135.0	47.4	182.4
Inferred	41.9	13.1	55.0
Total	247.3	83.4	330.7

More than 80% of the resource is in the ‘Measured’ and ‘Indicated’ categories
75% of resource sits above 250 metres – potential for a large scale open pit operation
Completed 44 holes and 8,364 metres of drilling
93% of resource located in just two seams

Indicative Product Quality & Fluidity Properties

	Yield %	IM %	Ash %	Volatiles %	CSN	Sulphur %
Indicative Washed Coal Quality	80%	0.6%	8%	25 ‐ 28%	8 ‐ 9	1%

Air dried basis
Above table based on R.D. 1.4 cut for all 7 sample batches from the 2010 Exploration Programme
ISO Coal Classification: Medium Rank B, high vitrinite, low ash, coking coal

World Class Fluidity Properties	World Class Fluidity Properties
Gray‐King Coke Type	G11 – G12
Maximum Fluidity (log ddpm)	3.67
Plastic Range	106oC
Max. Contraction %	35%
Max. Dilation %	250%

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Attractive, High Quality, Globally Competitive Product

Coal marketing experts Wood Mackenzie describe Ovoot coal as:

A strongly caking coking coal with superior blend carrying capacity
Within the ideal range for mid volatile hard coking coal and fat coal classifications
Presents as a value add blend coal with cheaper inert coals due its very high vitrinite content and good fluidity

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Favourable Coal Quality Comparison

Coking Coal Qualities

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Source: Wood Mackenzie and Aspire

Strong Medium to Long Term Coking Coal Market Outlook

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…coking coal demand was expected to grow from 942 million tonnes last year to 1.425 billion tonnes in 2025, representing a compound annual growth rate of 3%.

Source: Australian Financial Review, “BHP will struggle to meet demand” article, 30-Sept-2011

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Continued growth in demand for metallurgical coal
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Source: BHP Billiton, Metallurgical Coal Briefing Presentation 30 September 2011

Mongolian Peer Comparison by Attributable Resources

Few listed Mongolian coal companies amid ongoing M&A activity

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 AKM is the standout premium coking coal exposure
+6,500
Mt
779
Subject to M&A activity
690
536
330
322
220
149
90
1 2,5 3 4 6 7
Typical Coking Hard and Semi Hard and Semi Premium Coking Hard and Semi
Semi Soft Semi Soft Semi Soft Semi Soft Coking coal
Quality Soft Soft Coal Soft
No. Projects [8] 1 2 2 3 1 2 n/a 1 1
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Notes:

(1)Tavan Tolgoi deposit; data from public sources
(2)Ukhaa Khudag deposit; In accordance with the JORC code measured and indicated resources; Data from Prospectus.
(3)Ovoot Tolgoi, Soumber deposits, and Tsagaan Tolgoi. In accordance with the Canadian NI 43‐101 standards. Data from June 2010 Investor Presentation.

(4)Ovoot deposit. In accordance with JORC code.

(5)Baruun Naran deposit. In accordance with the Canadian NI 43‐101 standards. Data from BaruunNaran pre‐feasibility study 2008
(6)Nariin Sukhait deposit. Data from company website.
(7)Khushuut deposit. Data from MEC August 2010 Company Presentation.
(8)Number Of Projects with a Compliant Resource
(9)Resources are on an attributable a basis

Rail Path Identified

Commentary

Calibre Rail has reviewed a number of rail options to connect Ovoot to coal export markets
Multiple potential users of rail between Moron and Erdenet
Rail path analysis identified
a preferred and possible:
162 km rail path to Moron
390 km rail path from Moron to Erdenet

Potential Rail Route

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Potential Routes to Coal Markets – rail access

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Asian Importers of Coking Coal: Japan 53.6Mt[1] Korea 19.2Mt[1] Taiwan 5.3Mt[1] 78.1Mt Russian total Coking Coal Exports to Asian markets:

3.15Mt[1]

Source: Wood Mackenzie 2010 data

Catalyst for Development of Northern Mongolia

Rail Connection to Moron will Provide Enormous Benefits for Northern Mongolia:

Will utilise underused rail capacity on the TMR heading north
Provide job opportunities
125,000 people in Khuvsgul Province
Well educated but high unemployment
83% of Khuvsgul GDP is agriculture
Generate Substantial Royalty and Tax Revenues
Increase Exports to Russia and other Countries
Community Infrastructure
Improvements to roads, rail, power, water and sewage
Health and education

Rail to Moron is part of the 2008 – 2015 Development Plan for Khuvsgul Province

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Summary

Ovoot …

Is independent, strategic and 100% owned coking coal deposit located in Northern Mongolia
Has a 330.7 mt resource with strong exploration potential and resource growth from recent drill results
Is a premium, high vitrinite, high fluidity coking coal
Prefeasibility study to assess globally significant production scale given
High indicative washing yields
Thick near surface coal seams
Alternative paths to the seaborne markets and China

Ovoot Coking Coal Project is a Catalyst for Development of Northern Mongolia

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Section 2 – Equity Issuance & Project Funding Overview

Equity Issuance Overview

Placement of up to approximately 15% of shares on issue at a price of $0.41 per share
Issue price of $0.41 per share represents a 15% discount to the last close price of $0.485

Offer Overview

SouthGobi has a right to maintain its shareholding in Aspire if it is diluted under a placement or new issue up to a maximum of 19.9% (“Top Up Right”)
Shares will be reserved under the Placement to be allocated to SouthGobi to satisfy the Top Up Right (should SouthGobi choose to exercise that right)
Placement Joint Lead Managed by Argonaut Securities & UBS Australia AG
Bell Potter Securities to act as co‐manager
Further exploration of the Ovoot Basin within the next 12 months
Carrying out infill drilling to increase the resource and establish a Mongolian Registered Reserve
Completion of a Pre Feasibility Study and Feasibility Study regarding the Ovoot Project

Use of Funds

Application for a Mongolian Mining License over the Ovoot Resource
Completion of a Rail Pre Feasibility Study in relation to the rail link to Erdenet
Application for a rail license for the Ovoot to Erdenet rail link
Administration and working capital

	Issuance Indicative Timetable1 Event Date (2011) ASX Trading Halt commences Placement announced 11 October Placement launch 11 October Placement close 11 October ASX Trading Halt lifted Pre‐market 12 October Placement DvP settlement 17 October	Issuance Indicative Timetable1 Event Date (2011) ASX Trading Halt commences Placement announced 11 October Placement launch 11 October Placement close 11 October ASX Trading Halt lifted Pre‐market 12 October Placement DvP settlement 17 October
	Event	Date (2011)
	ASX Trading Halt commences Placement announced	11 October
	Placement launch	11 October
	Placement close	11 October
	ASX Trading Halt lifted	Pre‐market 12 October
	Placement DvP settlement	17 October

Note 1. This timetable is indicative only and is subject to change without notice at the discretion of Aspire Mining and the Joint Lead Managers

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Section 3 – Key Risks

Summary of Key Risks

Risk	Explanation
Exploration and Development	There is no assurance that the mineral resource estimates published by Aspire Mining can be profitably mined or that the planned exploration and project studies by Aspire Mining will result in the delimitation of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments can be achieved. Further, there is no assurance that any planned feasibility studies carried out by the Company will confirm the technical and commercial viability of the Company’s Ovoot Coking Coal Project or any of the Company’s other projects. Further, a failure to secure the necessary licenses and approvals to progress with project development will have a corresponding adverse effect on the value of the Company and its prospects. The Company is endeavouring to maintain a drilling program through the Mongolian winter. A winter drill program has not previously been undertaken by the Company.
Mineral Resources Estimates	Mineral Resource estimates (including those contained in this presentation) are expressions of judgment based on knowledge, experience and industry practice. These estimates may change when new information becomes available. While the Mineral Resource estimates contained in this presentation are based upon the Competent Persons Reports in compliance with JORC standards, there are numerous uncertainties associated with estimating the quantities and qualities of, and cost to mine, the Mineral Resources.
Fluctuation in Commodity Prices and Currency	The price of commodities, particularly coal, will vary over time. Consequently, adverse movements in commodity prices in the future may affect the viability of prospects. The Australian dollar, USD and Mongolian Tugrik are subject to fluctuation and adverse movements in the exchange rates may impact on the cost effectiveness and thus the viability of Aspire Mining’s Projects.
Mongolian Risk	Aspire Mining’s Projects are located in Mongolia. There can be no assurance that the legal or regulatory regime in that country will remain in their present state, and where adverse changes occur, this may impact on the ability of the Company to viably develop its projects or retain appropriate title projects in order for it to develop projects. The Mongolian mining laws are under review and the determination of a strategic deposit whereby the Government acquires an interest in the strategic deposit is an issue that could impact operations or Company value. The location of Aspire Mining’s projects within Mongolia are within a remote region and the successful development of appropriate infrastructure and services will be key to the Company economically developing its projects. Licenses and permits to operate may not be provided in a timely manner. Any adverse material changes may have significant effects on the viability of development.
Certain Results are Preliminary	Whilst the majority of Aspire Mining’s Mineral Resources are categorised in the Measured and Indicated Category, a certain proportion of the resource is reported as an Inferred Mineral Resource. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorised as Mineral Reserves. There is no certainty that any of the reported Mineral Resources will be able to be realised by the Company.
Third Party Country Risk	In order for Aspire Mining to deliver coal from its projects in Mongolia into seaborne markets, access to road, rail and ports in Russia and China is required. There is no certainty that borders and ports will remain open at reasonable costs to enable coal to be delivered to customers.

Competent Persons’ Statement

In accordance with the Australian Securities Exchange requirements, the technical information contained in this announcement in relation to the Ovoot Coking Coal Project in Mongolia has been reviewed by Mr Neil Lithgow – Non Executive Director for Aspire Mining Limited. Mr Lithgow is a Member of the Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.” Mr Lithgow consents to the inclusion in the report of the matters based on this information in the form and context in which it appears.

The technical information contained in this announcement in relation to the JORC Compliant Coal Resource for the Ovoot Coking Coal Project in Mongolia has been reviewed by Mr Chris Arndt and Dr Bielin Shi of CSA Global Pty Ltd. The information in this report that relates to Mineral Resources is based on information compiled by Dr Bielin Shi, who is a member of the Australasian Institute of Mining and Metallurgy. Dr Bielin Shi has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”.

The information in this report that relates to Mineral Resources is based on information compiled by Dr Bielin Shi, who is a member of the Australasian Institute of Mining and Metallurgy. Dr Bielin Shi has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”.

Mr Arndt and Dr Shi of CSA Global Pty Ltd consent to the inclusion in the report of the matters based on this information in the form and context in which it appears.

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ( New Shares ) of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

European Economic Area ‐ Germany and Netherlands

The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.

An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

(a)to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b)to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

(c)to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or

(d)in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411‐1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211‐1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411‐2‐II‐2° and D.411‐1 to D.411‐3, D. 744‐1, D.754‐1 and D.764‐1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non‐qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411‐2‐II‐2° and D.411‐4, D.744‐1, D.754‐1 and D.764‐1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211‐3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the 29 public by the investors otherwise than in accordance with Articles L.411‐1, L.411‐2, L.412‐1 and L.621‐8 to L.621‐8‐3 of the French Monetary and Financial Code.

International Offer Restrictions (Cont’d)

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The New Shares have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The securities are not being offered or sold within New Zealand, or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept the placement other than to:

‐ persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;

‐ or persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

International Offer Restrictions (Cont’d)

Norway

This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

The New Shares may not be offered or sold, directly or indirectly, in Norway except:

a)to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876);

b)any natural person who is registered as a professional investor with the Norwegian Financial Supervisory Authority (No. Finanstilsynet) and who fulfils two or more of the following: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last four quarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or has worked for at least one year, within the financial markets in a position which presuppose knowledge of investing in securities;

c)to fewer than 100 natural or legal persons (other than "professional investors", as defined in clauses (a) and (b) above); or

d)in any other circumstances provided that no such offer of New Shares shall result in a requirement for the registration, or the publication by the Company or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on‐sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

International Offer Restrictions (Cont’d)

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

Neither this document nor the New Shares have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other governmental authority in the United Arab Emirates to market or sell the New Shares within the United Arab Emirates. No marketing of any financial products or services may be made from within the United Arab Emirates and no subscription to any financial products or services may be consummated within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the New Shares, including the receipt of applications and/or the allotment or redemption of such securities, may be rendered within the United Arab Emirates by the Company.

No offer or invitation to subscribe for New Shares is valid or permitted in the Dubai International Financial Centre.

International Offer Restrictions (Cont’d)

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Contact Details

Aspire Mining Limited ABN: 46 122 417 243 ASX Code: AKM Web: www.aspiremininglimited.com

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AUSTRALIA Level 2, Suite 20, 22 Railway Road Subiaco WA 6904 MONGOLIA Sukhbaatar District, 1[st] Khoroo, Chinggis Ave‐8 Social Insurance Department Building Altai Tower, 3[rd] Floor, Room 302 West wing, 1[st] floor, 2[nd] door Ulaanbaatar Moron, Khuvsgul Tel: +976 7011 6828 Tel: +976 9990 1385 David Paull: Tel: +61 8 9287 4555 Managing Director Email: [email protected]

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ASPIRE MINING LIMITED — Investor Presentation 2011

64354_rns_2011-10-10_25e6f599-5579-4ca7-ae32-69c473162fca.pdf