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Brockman Mining Limited Interim / Quarterly Report 2011

Apr 27, 2011

48994_rns_2011-04-27_b7014a63-f084-4d2f-937e-299e0d0625a4.pdf

Interim / Quarterly Report

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QUARTERLY ACTIVITIES REPORT — MARCH 2011

HIGHLIGHTS

  • Ongoing Takeover Offers for Brockman Resources Limited and FerrAus Limited.

  • Gradual fulfillment of conditions to the Takeover Offers.

  • Continuing exploration of Damajianshan Mine project in Yunnan Province, China.

  • Mine production decreases due to annual long Lunar New Year holidays in China and temporary cutback in power supply

  • Limousine business experienced significant growth in the quarter.

OveRvIeW

The first quarter of 2011 marked an important development for Wah Nam International Holdings Limited (ASX: WNI ; SEHK: 0159). During the quarter, corporate activities remained the Company’s core focus. The commencement of dual listing on the ASX has facilitated our Takeover Offers whereby accepting shareholders may choose to deal in their shares in either the ASX or SEHK platform at their sole discretion. The targets of the Takeover Offers are Brockman Resources Limited (ASX: BRM) and FerrAus Limited (ASX: FRS), two ASX listed iron ore developers. As at 31 March 2011, Wah Nam has a 28.05% relevant interest in Brockman and 17.04% relevant interest in FerrAus. Up to the date of this report, further acceptances by Brockman Shareholders have increased Wah Nam’s relevant interest in Brockman to 38.03%.

The ASX listing and shareholder approval of the Takeover Offers represent the fulfillment of two significant conditions of the Takeover Offers.

Wah Nam International Holdings Limited ARBN 143 211 867 ASX Code: WNI SEHK Code: 159

Head Office

Room 2805, 28th Floor West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong

Registered Office in Australia C/- Barringtons Your Business Advisors Barrington House 283 Rokeby Road SUBIACO WA 6008

Wah Nam International Holdings Limited — Quarterly Report

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The Takeover Offers

The Company lodged two Takeover Offers simultaneously to acquire all of the outstanding shares of Brockman and FerrAus that the Company did not already own, through an all-scrip bid. The respective bidder’s statements were lodged and despatched on 15 December 2010, marking the official commencement of the Takeover Offers. The Takeover Offers have been extended to 16 May 2011. Details and terms of the Takeover Offers can be found in the bidders’ statements published available on ASX.

The Takeover Offers have generated different responses from our takeover targets. During the quarter, Brockman’s board filed an application to the Australian Government Takeovers Panel (the “Panel”). Through the application Brockman’s board sought orders for unacceptable circumstances on the Company’s Brockman Takeover Offer as it alleged that some Brockman’s shareholders were acting in concert with the Company. The Panel went through the proceedings and reviewed submissions from all relevant parties. Upon completion of the proceedings, the Panel has rejected Brockman’s board allegation and declined to make declaration of unacceptable circumstances. During the quarter the Foreign Investments Review Board of Australia has reconfirmed its no objection to the Company’s Ferraus Takeover Offer.

Through the Takeover Offers, the Company intends to become a significant player in the Australian iron ore industry. The combination of the high quality assets may allow an independent rail solution to be developed, solving one of the key problems facing both Brockman and FerrAus currently. Additionally, the combination of two members of the North West Infrastructure Group (NWI), which is currently working towards the completion of multi-berth facilities at Port Hedland, will greatly increase the chance of all parties agreeing to the port development terms and securing the required finance.

Cash Position

The cash and bank balance of the Group for the quarter ended 31 March 2011 amounted to approximately HK$127.9 million.

Wah Nam International Holdings Limited — Quarterly Report

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MINING OPERATION

During the period, cash receipts from product sales of approximately HK$6.7 million was contributed by Wah Nam’s 100% owned subsidiary Smart Year Investments Limited, owner and operator of the Damajianshan Mine. Copper ore processed and production volume of copper ore concentrates were approximately 10,900 tonnes and 60 metal tonnes respectively during the first quarter of 2011.

Production on February 2011 was put on halt due to the Lunar New Year holidays. After the holidays, the provincial government implemented an electric power brownout over our mining area which has limited the power supply to a daily level of 200kw. The limited power supply has impacted our copper ore processing activities. Ore processing plant cannot operate with such limited power supply, hence there is no production during the period of electricity cutback from February 2011 onwards, and it is expected to continue until mid of May 2011. This electric power brownout was attributed to the installation and rerouting of power supply from the power station to our current mine site which is aimed at increasing the overall electricity supply to cope with our expansion plan. The Company is confident that production will be resumed and increased once the installation and rerouting of power supply to our mine is completed..

In the meantime, the Company has invested in a new crushing and screening machine with better crushing strength to enhance production and reduce spoilage. We anticipate a significant increase in production in the second half of the year when all installation process is in place.

Summary of expenditure

Payments for production associated with the mining operation during the period amounted to approximately HK$4.2 million. Expenditure associated with exploration activities amounted to approximately HK$0.4 million.

Wah Nam International Holdings Limited — Quarterly Report

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Location

The Damajianshan Mine is located in Qimaba Township, Luchun County of Yunnan Province in the PRC. It is near the border between the PRC and Vietnam. A total of 3.67 km[2] is covered by the mining right.

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Map of Damajianshan Mine

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Wah Nam International Holdings Limited — Quarterly Report

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----- Start of picture text -----

Mining Permit No. 5300000720259
Registered holder 100% by Luchun Xingtai
Domicile Fengqing Garden, Luchun County, Honghe Prefecture, Yunnan Province
Name of the Mine Luchun Xingtai Damajianshan Copper Mine
Type of mineral Copper
exploitation manner Underground
----- End of picture text -----

Copper Reserves and Resources

JORC Copper Reserves and Resources for the Damajianshan Mine are set out in the Table below.

These estimates were included in the Independent Technical Report by Behre Dolbear Asia Inc dated 31 December 2007. The BDAsia report and the Reserve and Resource estimate were reproduced in full in the Company’s Prospectus lodged with ASX on 11 November 2010.

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----- Start of picture text -----

Copper (Cu) Ore Tonnage Cu Grading Cu Metal
Mineral Reserve (kt) (%) (kt)
Proved 4,648 1.49 69.3
Probable 3,150 1.42 44.6
Total 7,798 1.46 113.9
Copper (Cu) Ore Tonnage Cu Grading Cu Metal
Mineral Resource (kt) (%) (kt)
Measured 4,652 1.79 83.1
Indicated 3,153 1.70 53.5
Subtotal 7,805 1.75 136.5
Inferred 7,678 1.61 123.9
Total 15,483 1.68 260.4
----- End of picture text -----

Given these estimates, and as described in the BDAsia report, it is thought that the mine operation has the potential to produce over 429,000 tonnes per annum for more than 18 years.

The technical information contained in this report in relation to the JORC reported Mineral Resources is based on information compiled by Dr. Deng Qingping, who was President of BDAsia and Global Director of Ore Reserves and Mine Planning for BDAsia. Dr. Deng is a Certified Professional Geologist of the American Institute of Professional Geologist and meets all the requirements for “Competent Person” as defined in the 2004 Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“the JORC Code”) .

Wah Nam International Holdings Limited — Quarterly Report

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exploration

During the quarter the Company continued to carry on with its exploration activities which have been reactivated in late 2009. The exploration activities are aimed to find additional resources in order to support the Company’s further expansion plan. New drilling works and detailed prospecting and scoping plans are now being planned to better define the lithology, grade and assemblage within the mining lease.

During the quarter, geophysical surveys were carried out, with acoustic frequency geo-electric field method (AMT) and electromagnetic exploration method employed at the mine site. No drilling was carried during the quarter and we expect drilling and further geophysical survey work to continue in the next quarter. Results are being gathered and will be modeled to generate a JORC-compliant resource report in a later stage. However significant drilling and metallurgical test work will have to be carried before resource can be estimated.

Competent Person Statement

In accordance with the Australian Stock Exchange requirements, the technical information contained in this announcement in relation to the Damajianshan Mine has been reviewed by Mr. Christopher Arndt – a self employed consultant to the Company. Mr. Arndt is a Fellow of the Australasian Institute of Mining and Metallurgy 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. Arndt consents to the inclusion in the report of the matters based on this information in the form and context in which it appears.

LIMOUSINE BUSINESS

Receipts from the limousine rental and airport shuttle bus operations amounted to approximately HK$35 million during the period, an increment of approximately 41.7% was noted compared with the same quarter in previous year. The increase of segment receipts was attributed to the surging demand for limousine rental services both in Hong Kong and the PRC. Significant growth in the travel industry in Hong Kong and the PRC was the major driver of the increased demand.

Wah Nam International Holdings Limited — Quarterly Report

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CORPORATe PROFILe

Wah Nam International Holdings Limited

ARBN 143 211 867

Executive Directors: Independent Non-Executive Directors: Luk Kin Peter Joseph Lau Kwok Kuen, Eddie Chan Kam Kwan, Jason Uwe Henke Von Parpart Yip Kwok Cheung, Danny

Company Secretary

Chan Kam Kwan, Jason

Wah Nam International Australia Pty Ltd

ACN 134 696 727

Directors:

Luk Kin Peter Joseph Chan Kam Kwan, Jason Warren Talbot Beckwith Au-Yeung Sai Kit, Alex

Company Secretary

Bryn Scott

Registrars

Principal Share Registrars and Transfer Office

Butterfield Fulcrum Group (Bermuda) Limited Rosebank Centre 11 Bermudiana Road Pembroke HM08 Bermuda

Wah Nam International Holdings Limited — Quarterly Report

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Branch Share Registrars and Transfer Office — Hong Kong

Tricor Secretaries Limited

26/F., Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong

Branch Share Registrars and Transfer Office — Australia

Computershare Investor Services Pty Limited Reserve Bank Building Level 2, 45 St George’s Terrace Perth, Western Australia, 6000

Shares Details

Shares on issue

As at 31 March 2011:

3,922,435,485 fully paid shares on issue

  • 15,000,000 options quoted, expiring 30 September 2014

Unquoted securities

As at 31 March 2011:

  • 75,000,000 unlisted options granted

  • 4,500,000 share options, expiring

  • 2,250,000 share options, expiring

  • 2,250,000 share options, expiring

  • 27,000,000 share options, expiring

  • 39,000,000 share options, expiring

17 Jan 2014 EX HK$1.164 17 Jan 2014 EX HK$1.164 17 Jan 2014 EX HK$1.164 10 Feb 2014 EX HK$1.240 10 Nov 2013 EX HK$2.00

By order of the board of directors of Wah Nam International Holdings Limited

Chan Kam Kwan, Jason

Company Secretary

Hong Kong, 28 April 2011

Wah Nam International Holdings Limited — Quarterly Report

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GLOSSARY

ASX ASX Limited ACN 008 624 691, or the financial products
market, the Australian Securities Exchange, as the situation
requires
Brockman Brockman Resources Limited ACN 009 372 150
BDAsia Behre Dolbear Asia Inc
Company Wah Nam International Holdings Limited ARBN 143 211 867,
a company incorporated in Bermuda and listed on the SEHK
and ASX
FerrAus FerrAus Limited ACN 097 442 529
Group Wah Nam International Holdings Limited, its associates and
subsidiaries
SEHK Hong Kong Exchanges and Clearing Company Limited or the
financial products market or the Hong Kong Stock Exchange,
as the situation requires
PRC the People’s Republic of China
Smart Year Investments Limited Smart Year Investments Limited, a wholly owned subsidiary
of the Company which held 90% of interests of the mining
business.
Takeover Offers being collectively (i) the offer by the Company through Wah
Nam Australia to acquire all of the ordinary fully paid shares
of Brockman Resources Limited shares not already owned
by the Company (ii) the offer by the Company through Wah
Nam Australia to acquire all of the ordinary fully paid shares
FerrAus Limited shares not already owned by the Company
Wah Nam Wah Nam International Holdings Limited ARBN 143 211 867,
a company incorporated in Bermuda and listed on the SEHK
and ASX
Wah Nam Australia Wah Nam International Australia Pty Ltd ACN 134 696 727

Wah Nam International Holdings Limited — Quarterly Report

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Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

WAH NAM INTERNATIONAL HOLDINGS LIMITED

ABN
ARBN 143 211 867
Consolidated statement of cash flows
Quarter ended (“currentquarter”) Quarter ended (“currentquarter”)
31 MARCH 2011
Cash flows related to operating activities
1.1
Receipts from product sales and related debtors
1.2
Payments for
(a)
exploration & evaluation
(b)
development
(c)
production
(d)
administration expenses
and other working capital
1.3
Dividends received
1.4
Interest and other items of a similar nature
received
1.5
Interest and other costs of finance paid
1.6
Income taxes paid
1.7
Other (provide details if material)
1.7(a) Receipts from limousine rental & airport
shuttle services
Net Operating Cash Flows
Current quarter
HK$’000
Year to date
(3 months)
HK$’000
6,664
(437)

(4,240)
(45,510)

165
(235)

35,141
6,664
(437)

(4,240)
(45,510)

165
(235)

35,141
(8,452) (8,452)
Cash flows related to investing activities
1.8
Payment for purchases of:
(a) prospects
(b)
equity investments
(c)
other fixed assets
1.9
Proceeds from sale of: (a) prospects
(b)
equity investments
(c)
other fixed assets
1.10
Loans to other entities
1.11
Loans repaid by other entities
1.12
Other (provide details if material)
Net investing cash flows
1.13
Total operating and investing cash flows
(carried forward)


(3,112)

5,865





(3,112)

5,865



2,753 2,753
(5,699) (5,699)
  • See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

1.13
Total operating and investing cash flows
(brought forward)
(5,699) (5,699)
Cash flows related to financing activities
1.14
Proceeds from issues of shares, options, etc.
1.15
Proceeds from sale of forfeited shares
1.16
Proceeds from borrowings
1.17
Repayment of borrowings
1.18
Dividends paid
1.19
Other (provide details if material)
Net financing cash flows


1,932
(4,004)



1,932
(4,004)

(2,072) (2,072)
Net decrease in cash held
1.20 Cash at beginning of quarter/year to date
1.21
Exchange rate adjustments to item 1.20
1.22Cash at end of quarter
(7,771)
135,590
121
(7,771)
135,590
121
127,940 127,940

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 Aggregate amount of payments to the parties included in item 1.2
1.24 Aggregate amount of loans to the parties included in item 1.10
Current quarter
HK$’000
612
  • 1.25 Explanation necessary for an understanding of the transactions

Directors Fees and Executive Directors’ Remuneration

Non-cash financing and investing activities

  • 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

N/A

  • 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

N/A

  • See chapter 19 for defined terms.

Appendix 5B Page 2

17/12/2010

Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1
Loan facilities
3.2
Credit standby arrangements
Amount available
HK$’000
Amount used
HK$’000
52,800 42,622

Estimated cash outflows for next quarter

4.1
Exploration and evaluation
4.2
Development
4.3
Production
4.4
Administration expenses and other working capital
HK$’000
(592)
(3,101)
(37,366)
Total (41,059)

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as
shown in the consolidated statement of cash flows) to the
related items in the accounts is as follows.

Current quarter
HK$’000
Previous quarter
HK$’000
5.1
Cash on hand and at bank
5.2
Deposits at call
5.3
Bank overdraft
5.4
Other (provide details)
127,940 135,590
Total: cash at end of quarter(item 1.22) 127,940 135,590

Changes in interests in mining tenements

Tenement
reference
Nature of interest
(note (2))
Interest at
beginning
of quarter
Interest
at end of
quarter
  • See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

Total number Number
quoted
Issue price
per security
(see note 3)
Amount
paid up per
security (see
note 3)
7.1
Preference
+securities
(description)
7.2
Changes during
quarter
(a)
Increases
through issues
(b)
Decreases
through returns of
capital, buy-backs,
redemptions
7.3
+Ordinary securities
7.4
Changes during
quarter
(a)
Increases
through issues
(b)
Decreases
through returns of
capital, buy-backs
3,922,435,485 3,922,435,485 N/A N/A
15,000,000 15,000,000 A$0.02 A$0.02
7.5
+Convertible
debt securities
(description)
7.6
Changes during
quarter
(a)
Increases
through issues
(b)
Decreases
through securities
matured, converted
7.7
Options
(description and
conversion factor)
7.8
Issued during quarter
7.9
Exercised during
quarter
7.10 Expired during quarter
9,000,000
27,000,000
39,000,000
Exercise price
HK$1.164
HK$1.240
HK$2.000
Expiry date
17 January 2014
10 February 2014
10 November 2013
7.11
Debentures
(totals only)
7.12Unsecured notes
(totals only)
  • See chapter 19 for defined terms. Appendix 5B Page 4

17/12/2010

Appendix 5B Mining exploration entity quarterly report

Compliance statement

  • 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

  • 2 This statement does give a true and fair view of the matters disclosed.

Sign here:

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Date: 28 April 2011

(Company secretary)

Print name: Chan Kam Kwan, Jason

Notes

  • 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

  • 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

  • 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

  • 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

  • 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

  • See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 5