Brockman Mining Limited — Capital/Financing Update 2011

Jul 6, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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WAH NAM INTERNATIONAL HOLDINGS LIMITED 華南投資控股有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK stock code: 159)

(ASX stock code: WNI)

ISSUE OF NEW SHARES UNDER GENERAL MANDATE

ISSUE OF NEW SHARES UNDER GENERAL MANDATE

CIP is the Company’s financial and corporate adviser in Australia advising the Company on inter alia its dual listing on ASX and the BRM Offer.

On 6 July 2011, after trading hours, the Company agreed with CIP to satisfy the payment of part of the advisory fees payable to CIP for services provided by way of issuing 3,863,078 New Shares to CIP at the Issue Price of AUD0.20 (equivalent to approximately HK$1.66 per Share).

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the New Shares. The Company will also make an application to ASX for quotation of the New Shares on ASX.

The Issue Price was determined after arm’s-length negotiations between the Company and CIP having regard to the issue price of the Shares issued under the Company’s offer for subscription in Australia. The Directors (including the independent non-executive Directors) consider that the terms of the New Issue are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The New Shares represent approximately 0.07% of the existing issued share capital of the Company and approximately 0.07% of the issued share capital of the Company as enlarged by the New Shares.

The New Shares are to be issued under the General Mandate granted to the Directors at the special general meeting of the Company held on 13 December 2010.

• For identification purpose only

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ISSUE OF NEW SHARES UNDER GENERAL MANDATE

CIP is the Company’s financial and corporate adviser in Australia advising the Company on inter alia its dual listing on ASX and the BRM Offer.

On 6 July 2011, after trading hours, the Company agreed with CIP to satisfy the payment of part of the advisory fees payable to CIP for services provided by way of issuing 3,863,078 New Shares (with an aggregate nominal value of HK$386,307.80) to CIP at the Issue Price of AUD0.20 (equivalent to approximately HK$1.66 per Share).

Issue Price

The Issue Price of AUD0.20 (equivalent to approximately HK$1.66) represents (i) a premium of approximately 35.0% over the closing price of HK$1.23 per Share as quoted on the Stock Exchange on 6 July 2011, being the date on which the Company agreed to the New Issue and (ii) a premium of approximately 34.3% over the average of the closing prices per Share of approximately HK$1.236 as quoted on the Stock Exchange for the last five consecutive trading days up to and including 6 July 2011. As no material expenses associated with the New Issue are expected, the net issue price equals to the Issue Price of AUD0.20 (equivalent to approximately HK$1.66 per Share).

The Issue Price was determined after arm’s-length negotiations between the Company and CIP having regard to the issue price of the Shares issued under the Company’s offer for subscription in Australia. The Directors (including the independent non-executive Directors) consider that the terms of the New Issue are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Ranking of the New Shares

The New Shares, when allotted and issued, will rank equally in all respects among themselves and with the Shares in issue on the date of allotment and issue of the New Shares.

General Mandate to issue the New Shares

The New Shares will be issued under the General Mandate granted to the Directors at the special general meeting of the Company held on 13 December 2010, pursuant to which a maximum of 781,487,097 Shares may be allotted and issued by the Company. As at the date of this announcement, the Company has not issued any Shares under the General Mandate. The issue of the New Shares is accordingly not subject to Shareholders’ approval.

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Application for listing

The New Issue is unconditional, but the New Shares are to be listed on the Stock Exchange. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the New Shares. The Company will also make an application to ASX for quotation of the New Shares on ASX.

REASON FOR THE NEW ISSUE

The Company considers that the New Issue provides a reasonable means to pay part of the advisory fees due to CIP and thus reduce the Group’s cash outflow. There will be no proceeds raised from the New Issue.

The Directors consider that the terms of the New Issue are fair and reasonable and are in the interests of the Company and Shareholders as a whole.

FUND RAISING EXERcISE OF THE cOMPANy IN THE PAST 12 MONTHS

The following table sets out the equity fund raising activities conducted by the Group in the past 12 months immediately preceding the date of this announcement:

Date of			Intended	Actual application
announcement	Event	Net proceeds	use of proceeds	of the net proceeds
17 September	Placing of	Approximately	Not more than	Approximately HK$110
2010	existing	HK$200	HK$20 million	million has been used to
	Shares and	million	for general	invest in mineral related
	subscription		working capital	companies (including
	of new		and not less	related transaction costs)
	Shares		than HK$180	and approximately HK$6
			million for	million has been used for
			potential	general working capital.
			acquisitions or	The Company intends to
			investment in	use the remaining proceeds
			mineral-related	to invest in mineral-related
			businesses.	businesses (including related
				transaction costs) and not
				more than HK$14 million
				for general working capital
				of the Group. In the interim,
				the remaining net proceeds
				have been placed in bank
				deposits.

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Intended Actual application use of proceeds of the net proceeds

Date of

announcement Event

Net proceeds

10 November Issue of Approximately To finance the Approximately HK$11 million 2010 new shares HK$19 million transaction has been used to finance the pursuant costs incurred aforesaid transaction costs to the by the Group and the Company intends Company’s in connection to use the remaining net offer for with the proceeds of approximately subscription Company’s HK$8 million for the same in Australia offer for purposes. In the interim, subscription in the remaining net proceeds Australia, the have been placed in bank BRM Offer and deposits. the Company’s takeover offer for all issued shares of FerrAus Limited.

cHANGES IN SHAREHOLDING STRUcTURE OF THE cOMPANy

The changes of the shareholding structure of the Company as a result of the New Issue are as follows:

Shareholders Shimmer Expert Investments Limited_(Note 1) Parklane International Holdings Limited (Note 2) Equity Valley Investments Limited and Prideful Future Investments Limited (Note 3)_ Public Shareholders CIP Other public Shareholders Total	At the date of this announcement No. of Shares % (approx) 279,548,000 5.22 140,592,592 2.63 199,456,276 3.72 — — 4,735,819,457 88.43 5,355,416,325 100.00	Immediately after completion of the New Issue No. of Shares % (approx) 279,548,000 5.22 140,592,592 2.62 199,456,276 3.72 3,863,078 0.07 4,735,819,457 88.37 5,359,279,403 100.00

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Notes:

1. These Shares are held by Shimmer Expert Investments Limited, a company incorporated in the British Virgin Islands, and the entire issued share capital of which is beneficially owned by Groom High Investments Limited. Groom High Investments Limited is a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Ms. Zhang Li, a director of a subsidiary of the Company.

2. These Shares are held by Parklane International Holdings Limited, a company incorporated in the British Virgin Islands, and the entire issued share capital of which is beneficially owned by Mr. Leung Chi Yan, a director of certain subsidiaries of the Company.

3. 96,008,000 Shares are held by Equity Valley Investments Limited, a company incorporated in the British Virgin Islands, and the entire issued share capital of which is beneficially owned by Mr. Luk Kin Peter Joseph, an executive Director and 103,448,276 Shares are held by Prideful Future Investments Limited, a company controlled by Mr. Luk’s spouse.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

• “ASX” ASX Limited (trading as the Australian Securities Exchange)

• “AUD” Australian dollars, the lawful currency of Australia

• “Board” the board of Directors

• “BRM” Brockman Resources Limited ACN 009 372 150, the ordinary shares of which are listed on ASX

• “BRM Offer” the takeover offer by WN Australia to acquire all of the BRM Shares that closed on 15 June 2011

• “BRM Shares” ordinary fully paid shares in BRM

• “CIP” Capital Investment Partners Pty Ltd ACN 110 468 589, the Company’s financial and corporate adviser in Australia

• “Company” Wah Nam International Holdings Limited, the shares of which are dual listed on the Stock Exchange and ASX

• “Director(s)” director(s) of the Company

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• “General Mandate” the general mandate granted to the Directors by the Shareholders pursuant to an ordinary resolution passed at the special general meeting of the Company held on 13 December 2010, pursuant to which a maximum of 781,487,097 new Shares may fall to be allotted and issued as at the date of this announcement

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Issue Price” the deemed issued price of AUD0.20 (equivalent to approximately HK$1.66) per New Share as agreed between the parties for calculating the payment for part of the advisory fees due to CIP by way of issuing the New Shares

• “New Issue” the issue of the New Shares by the Company to CIP to pay part of the advisory fees due to CIP

• “New Shares” 3,863,078 Shares to be issued to CIP under the New Issue “Shares” ordinary shares of HK$0.10 each in the share capital of the Company “Shareholders” holders of any Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “WN Australia” Wah Nam International Australia Pty Ltd, a wholly-owned subsidiary of the Company

By order of the Board Wah Nam International Holdings Limited chan Kam Kwan, Jason Company Secretary

Hong Kong, 6 July 2011

AUD is converted into HK$ at an exchange rate of AUD1.00 = HK$8.3 for illustrative purposes in this announcement.

As at the date of this announcement, the Board comprises Mr. Luk Kin Peter Joseph and Mr. Chan Kam Kwan, Jason as executive Directors and Mr. Lau Kwok Kuen, Eddie, Mr. Uwe Henke Von Parpart and Mr. Yip Kwok Cheung, Danny as independent non-executive Directors.

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