Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2010

Jul 28, 2010

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.

PAN ASIA MINING LIMITED

寰亞礦業有限公司

PAN ASIA MINING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to (1) the notice of extraordinary general meeting of Pan Asia Mining Limited (the "Company") dated 20 July 2010; and (2) the supplemental circular of the Company dated 28 July 2010.

REVISED NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at Suite 3008, Tower One, Times Square, One Matheson Street, Causeway Bay, Hong Kong on Thursday, 12 August 2010 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications) which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS

1. THAT:

(i) the authorized share capital of the Company be increased from HK$200,000,000 divided into 20,000,000,000 ordinary shares of the Company of HK$0.01 each ("Shares") to HK$300,000,000 divided into 30,000,000,000 Shares by creation of 10,000,000,000 new Shares of HK$0.01 each; and

(ii) any one director of the Company be and is hereby authorized for and on behalf of the Company to execute all such other documents (with or without the affixation of the common seal but to be countersigned by the secretary of the Company or by another director of the Company if it is required to affix the common seal of the Company thereto), instructions and agreements and to do all such acts and things deemed by him to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution."

1. "THAT the conditional debt restructuring agreement dated 14 May 2010 (the "Debt Restructuring Agreement") (a copy of which is produced to the meeting marked "A" and initialed by the Chairman of the meeting for the purpose of identification) entered into among the Company, Black Sand Enterprises Limited and Kesterion Investments Limited in respect of the restructuring of the Kesterion Existing Debts (as defined in the circular of the Company dated 20 July 2010) and subject to and conditional upon the passing of the resolutions numbered 3, 4, 5 and 6, the transactions contemplated thereunder be and are hereby approved, confirmed and/or

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ratified; and that the Directors be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal, execute and deliver all such documents and take all such steps which they may in their discretion consider necessary desirable or expedient to implement and carry into effect this resolution."

1. “THAT:

(i) the conditional investment agreement (the “Investment Agreement”) dated 9 April 2010 (as amended and supplemented on 14 May 2010) entered into among the Company and China Raybo International Corp., Ltd. (the “Investor”) in relation to the subscription of 10,000,000,000 new ordinary shares at the subscription price of HK$0.25 each by the Investor (the “Subscription Shares”) and the three-year unsecured and non-interest bearing convertible bonds proposed to be issued to the Investor by the Company in the principal amount of US$64,102,564.0 (equivalent to approximately HK$500.0 million) (the “2010 Convertible Bonds”) (a copy of which is produced to the meeting marked “B” and initialed by the Chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and/or ratified; and that the Directors be and are hereby authorized, for and on behalf of the Company, to do all such acts and things and to sign, seal, execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the Investment Agreement and the transactions contemplated thereunder as they may in their discretion consider to be desirable and in the interests of the Company; and

(ii) subject to and conditional upon the passing of the resolutions numbered 1, 2, 4, 5, and 6 and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares and the shares to be issued on conversion of the 2010 Convertible Bonds (the “Conversion Shares”), the grant of a special mandate to the Directors for the allotment and issue of the Subscription Shares, the 2010 Convertible Bonds and the Conversion Shares thereunder pursuant to the Investment Agreement upon the terms and subject to the conditions therein contained be and are hereby approved; and that the Directors be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal and execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the allotment and issue of the Subscription Shares, the 2010 Convertible Bonds and the Conversion Bonds as they may in their discretion consider to be desirable and in the interests of the Company.”

1. “THAT conditional upon the passing of the resolution no.3 above and subject to the executive director of the Corporate Finance Division of the Securities and Futures Commission or any delegate thereof (the “Executive”) granting to the Investor and parties acting in concert with it, a waiver (the “Whitewash Waiver”) pursuant to Note 1 on dispensations from Rule 26 of the Code on Takeovers and Mergers (the “Takeovers Code”) and the satisfaction of any condition attached to the Whitewash Waiver imposed by the Executive, any obligation which may arise under Rule 26 of the Takeovers Code in connection with the allotment and issue of the

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Subscription Shares under the Investment Agreement and which would require the Investor and parties acting in concert with it to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned or agreed to be acquired by the Investor and parties acting in concert with it be and are hereby waived; and that the Directors be and are hereby authorised, for an on behalf of the Company, to do all such acts and things and to sign, seal, execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the waiver of such obligations as they may in their discretion consider to be desirable and in the interests of the Company.”

1. “THAT the repayment of the Kesterion Existing Debts in cash under the Debt Restructuring Agreement, which would constitute a favourable condition not extended to all shareholders of the Company and therefore a special deal under Rule 25 of the Takeovers Code (the “Special Deal”), be and are hereby approved.”

2. “THAT

(i) conditional upon the passing of the resolution no.3 above and subject to the completion of the Investment Agreement, Mr. Suo Chun Sheng be and is hereby appointed as executive Director of the Company and that the Directors be and are hereby authorized to fix the remuneration thereof.

(ii) conditional upon the passing of the resolution no.3 above and subject to the completion of the Investment Agreement, Ms Xu Saihua, Emma be and is hereby appointed as executive Director of the Company and that the Directors be and are hereby authorized to fix the remuneration thereof.

(iii) conditional upon the passing of the resolution no.3 above and subject to the completion of the Investment Agreement, Mr. Hao Jing Yun be and is hereby appointed as non-executive Director of the Company and that the Directors be and are hereby authorized to fix the remuneration thereof.”

By Order of the Board

Mr. Wong Chung Yu Denny

Chairman

Hong Kong, 28 July 2010

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Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies

Principal place of business
in Hong Kong:
Suite 3008, Tower One
Times Square
One Matheson Street
Causeway Bay
Hong Kong

Notes:

(1) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.

(2) In order to be valid, the form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wan Chai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney as soon as possible and in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof.

(3) The form of proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of a form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such form of proxy on behalf of the corporation without further evidence of the fact.

(4) Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

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(5) A form of proxy for use at the meeting is enclosed.

(6) In case of joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto. However, if more than one such joint holders are present at the meeting personally or by proxy, then one of such holders whose name stands first in the register of member of the Company shall alone be entitled to vote in respect of that share.

(7) Kesterion Group and its associates shall abstain from voting in favour on the ordinary resolution relating to the Investment Agreement, the Debt Restructuring Agreement, the Whitewash Waiver and the Special Deal at the EGM.

As at the date of this revised notice, the Board comprises two executive Directors, Mr. Wong Chung Yu Denny and Mr. Liu Junqing; one non-executive Director Mr. Yin Mark Teh-min; and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor.

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