Brockman Mining Limited — Proxy Solicitation & Information Statement 2013

Nov 24, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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BROCKMAN MINING LIMITED 布萊克萬礦業有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK stock code: 159)

(ASX stock code: BCK)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Brockman Mining Limited (the “ Company ”) will be held at Suites 3812-13, 38/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Thursday, 9 January 2014 at Hong Kong time 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments:

ORDINARY RESOLUTION

“ THAT :

• (A) the sale and purchase agreement dated 24 October 2013 (“ Sale and Purchase Agreement ”, a copy of which has been marked “A” and produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification) entered into between the Company as vendor and Mr. Leung Chi Yan, Danny (“ Mr. Leung ”) as purchaser in respect of, among other things,

  • (i) the sale and purchase of the entire equity interest (“ Sale Shares ”) in Perryville Group Limited (“ Perryville ”) and its subsidiaries;

  • (ii) the sale and purchase of the total amount of the principal, interest (if any) and other sums and indebtedness due, owing or payable to the Company by Perryville as at the business day (a day (not being a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours) immediately following the day on which the last of the conditions precedent under the Sale and Purchase Agreement is fulfilled or waived (or such later date as the parties to the Sale and Purchase Agreement may agree in writing) (“ Assignment Debt ”); and

• For identification purpose only

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• (iii) the continuous provision of the corporate guarantee (“ Guarantee ”) given by the Company in favour of a bank in Hong Kong (“ Bank ”) in respect of the banking facility (“ Facility ”) extended to Parklane Limousine Service Limited for the amount of HK$12 million upon the completion of the disposal of the Sale Shares and the Assignment Debt (“ Disposal Completion ”) by the Company to Mr. Leung pursuant to the Sale and Purchase Agreement by the Company until the loan (plus interest) under the Facility has been fully repaid or otherwise is released by the Bank on the basis that the following documents will both be executed upon Disposal Completion in favour of the Company:

  • (a) the deed of counter indemnity (“ Deed of Counter Indemnity ”, a copy of which has been marked “B” and produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification) between Mr. Leung and the Company in respect of the counter indemnity to be provided by Mr. Leung to the Company in relation to the Guarantee upon the Disposal Completion;

  • (b) the share charge deed (“ Share Charge Deed ”, a copy of which has been marked “C” and produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification) between Mr. Leung and the Company in relation to the charge to the Company the entire issued shares of Perryville upon the Disposal Completion, and

the transactions contemplated under the Sale and Purchase Agreement, the Guarantee, the Deed of Counter Indemnity and the Share Charge Deed (“ Transactions ”) be and are hereby approved, confirmed and ratified; and

• (B) the directors of the Company (“ Directors ”) or a duly authorised committee of the board of Directors (“ Board ”) be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Sale and Purchase Agreement, the Guarantee, the Deed of Counter Indemnity and the Share Charge Deed and the Transactions and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.”

By order of the Board

Brockman Mining Limited Chan Kam Kwan, Jason Company Secretary

Hong Kong, 25 November 2013

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Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Suites 3812-13 Hamilton HM11 38/F Two International Finance Bermuda Centre 8 Finance Street Central Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish.

3. If your shares in the Company are recorded under the Company’s Hong Kong share registrar or the Company’s Bermuda principal share registrar, please complete the Hong Kong proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia share registrar, please complete the Australia proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form. You can appoint up to two proxies by lodging the Australia proxy form. Should you wish to appoint more proxies, please fax your written request to the Company at +852 3978 2800 no later than 10:00 a.m. Australian Western Standard Time on 7 January 2014.

As at the date of this notice, the Board comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman) and Mr. Ross Stewart Norgard as non-executive directors; Mr. Luk Kin Peter Joseph (Chief Executive Officer), Mr. Chan Kam Kwan, Jason (Company Secretary) and Mr. Warren Talbot Beckwith 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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Lodge your vote:



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 BCK MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form - For Securityholders on the Australian Register Only

 For your vote to be effective it must be received by 10:00am Tuesday 7 January 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



Update your securityholding, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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to indicate your directions

XX

I/We being a member/s of Brockman Mining Limited hereby appoint

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the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Special General Meeting of Brockman Mining Limited to be held at Suites 3812-13, 38/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Thursday, 9 January 2014 at 10:00am (Hong Kong time) and at any adjournment or postponement of that meeting.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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----- Start of picture text ----- For Against Abstain----- End of picture text -----

1 To approve the Disposal and the Guarantee

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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----- Start of picture text ----- SIGNSignature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company SecretaryContactContact DaytimeName Telephone Date / /----- End of picture text -----

B C K

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