Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2013

May 10, 2013

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of Pan Asia Mining Limited (the “Company”) will be held at Suite 3008, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 28 May 2013 at 4:00 p.m. to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

1. “THAT:

(a) the conditional sale and purchase agreement dated 27 March 2013 (and amended on 10 May 2013) entered into amongst (i) Black Sand Enterprises Limited as purchaser (the “Purchaser”), a wholly-owned subsidiary of Pan Asia Mining Limited (the “Company”); (ii) the Company; (iii) Brighton Asia Pacific Investment Limited as vendor (the “Vendor”); and (iv) Mr. Cheung Hung Man as the guarantor of all obligations and liabilities of the Vendor under the agreement, in relation to the sale and purchase of the entire issued share capital of Brighton Asia Pacific Investment Limited (耀中亞太控股有限公司) (the “Acquisition”), at a consideration of HK$50,050,000 (subject to adjustment) (the “Sale and Purchase Agreement”, a copy of which has been produced at the meeting marked “A” and signed by the chairman of the meeting for identification purpose), be and is hereby approved and ratified, and THAT all the transactions contemplated under the Sale and Purchase Agreement be and are hereby approved (including but not limited to the allotment and issue to the Vendor (or the nominee(s) as it may direct) of up to 91,000,000 ordinary shares of HK$0.50 each in the share capital of the Company at the issue price of HK$0.55 each credited as fully paid up and ranking pari passu with the existing issued shares of the Company (“Consideration Shares”) pursuant to the Sale and Purchase Agreement); and

(b) the Directors be and are hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all such actions which are in their opinion necessary, appropriate, desirable or expedient for the implementation and completion of the Sale and Purchase Agreement, the allotment and issue of the Consideration Shares to the Purchaser (or the nominee(s) as it may direct), all other

---

transactions contemplated under or incidental to the Sale and Purchase Agreement and all other matters incidental thereto or in connection therewith and to agree to the variation and waiver of any of the matters relating thereto that are, in the opinion of the Directors, appropriate, desirable or expedient in the context of the Acquisition and are in the best interests of the Company and the shareholders of the Company as a whole."

1. "THAT conditional upon the passing of resolution (1) above and the completion of the Sale and Purchase Agreement, the Directors be hereby granted a specific mandate to exercise the powers of the Company to allot, issue and deal with the Consideration Shares."

By Order of the Board
Mr. Koh Tat Lee, Michael
Chairman

Hong Kong, 10 May 2013

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.

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. 2 -

---

As of the date of this announcement, the Board comprises three executive Directors, Mr. KOH Tat Lee, Michael, Mr. ENG Wee Meng and Mr. CHEUNG Hung Man, two non-executive Directors, Mr. YIN Mark Teh-min and Mr. LIANG Tong Wei, and three independent non-executive Directors, Mr. LAI Kai Jin, Michael, Mr. CHU Hung Lin, Victor and Mr. TONG Wan Sze.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the page of "Latest Company Announcement" on the GEM website for at least seven days from the date of its posting.

• 3 -