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Private and Confidential

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CORPORATE DIRECTORY

Asia Metals & Minerals Pty Ltd INDEPENDENT GEOLOGIST:

A.C.N. 167 450 615 Andrew Davys Geology BSc (Hons) MAusIMM.

Registered office: Member of Australian Institute of Mining &

808/73 Victoria Street, Metallurgy.

Potts Point NSW 2011 Indonesia based

Australia LEGAL ADVISERS:

www.asia-metals.com Thomas Booler & Company, Sydney.

[email protected] Christian Teo Purwono & Partners, Indonesia

SYDNEY OFFICE: TAXATION ADVISERS & AUDITORS:

Level 4 23-25 O’Connell Street, Rothsay, Chartered Accountants,

Sydney NSW 2000 Level 1, 12 O’Connell Street,

Sydney. 2000

INDONESIA OFFICE:

JI.Soeroso No 33 Menteng DIGITAL AND TECHNICAL ADVISER

Jakarta Pusat 10350 Andy Giles, The Virtual Collective.

Indonesia

AUSTRALIAN MANAGEMENT:

Paul H Menere, Bill O‘Neill

INDONESIAN MANAGEMENT:

PT. Tian Resources Indonesia

(Robert See)


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TABLE OF CONTENTS

1. a,b,c,d INVESTMENT OVERVIEW.

2. a,b STRUCTURE.

3. a ABOUT ASIA METALS & MINERALS PTY LTD.

4. COMPANY OBJECTIVE.

5. PRINCIPLE TERMS.

6. TAXATION.

7. a KEY INVESTMENTS AND CASH FLOW.

8. DUE DILIGENCE.

9. a,b,c KEY RISKS.

10. SUMMARY OF PRINCIPAL TERM.

11. USE OF FUNDS.

12. GOVERNING LAW.

13. LOCAL MANAGEMENT.

14. DIRECTORS.

15. INDONESIA.

16. a,b,c,d DIVIDENDS

17. ACCEPTANCE FORM.


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ASIA METALS & MINERALS PTY LTD

ACN 167 450 615

PRIVATE PLACEMENT MEMORANDUM (PPM)

Asia Metals & Minerals Pty Ltd (“AMM”) (The Company” or the “Issuer”) Is seeking an investment up

to AUD 1 million by the issue of 5 Million Ordinary shares (the “Shares”) at $AUD 0.20

Asia Metals & Minerals Pty Ltd

Level 4, 23-25 O’Connell St,

Sydney NSW 2000

PO BOX 20 Potts Pt,

NSW 2011

Australia,

Phone 02 8256 0600.

[email protected]

15th March 2014.

Relating to the issuance of $ AUD 1 million by issuing 5,000,000 Ordinary Shares to Investors at a price

of $AUD 0.20 per share.

This Presentation has been prepared solely for consideration by you and others who have received

offers by Asia Metals & Minerals Pty Ltd (AMM) to invest in AMM (offer). The purpose of this

Presentation is to provide you with information on AMM and its 100% owned subsidiaries and its

proposed activities and to invite you to invest in AMM.

This offer to you is made in accordance with sections 708(1) (2) (8) and (11) of the Corporations Act

2001(Cth) (Act) on the basis that that you are likely to be interested in the offer contained in this

Presentation within the meaning of section 708(2) (b) or you are either a sophisticated or professional

investor within the meaning of sections 708(8) and (11) of the Act, respectively. As a consequence,

this Presentation is not considered to be a disclosure document as defined by the Act.

The information contained in this Presentation is considered strictly confidential and should only be

used by you in making a decision as to whether you ought to invest in AMM you may of course seek

professional assistance in whether to make such a decision to invest.

By accepting the information contained in this Presentation you agree, for yourself including your

officers, employees, agents, representatives and advisers, to maintain the confidentiality of the

information contained in the Presentation. Any reproduction or distribution of this Presentation, in

whole or in part, via any media or any disclosure of its contents, or use of any information contained

in this Presentation for any purpose other than to evaluate an investment in the Company, is

prohibited.


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1. INVESTMENT OVERVIEW

The following summary is qualified in its entirety by the detailed information included elsewhere in

this Private Placement Memorandum (“PPM”).

Asia Metals & Minerals Pty Ltd (AMM), (the “Company “or the “issuer”) is seeking an investment of

up to AUD 1 million by the issue of ordinary shares (the “shares”) in AMM. An AUD 1 million share

placement will equate to 30% interest in AMM. AMM will use the funds for the following projects.

a. To fulfil a contract to supply iron sands to a Chinese Steel Mill from an existing mineral sands

licence in Pelabuhan Ratu West Java. Contracts are in place with the existing Licence holder and

mine operator for the purchase at a commencement of 50,000 tons per month.

Contracts for this can be viewed on the AMM website. AMM through its Indonesian subsidiary

will apply for an export and trading licence. (See photos AI, A2, A3 and A4 Google map) showing

mine area and barge loading.)

A1: Existing tenement A2: Magnetic roller

A3: Offshore barge being loaded from mine


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A4: Map

b. A contract is in place to supply a major Chinese Steel mill for a minimum 50,000 tons a month,

building to 150,000 tons at the 5th month from commencement. The iron sands will be pumped

from the beach location into a 7000 ton barge and then towed by tug and loaded onto a mother

ship anchored off shore. A Transferable L.C. Issued by a major top 5 bank will be provided by the

buyer and to be drawn down FOB (Free On Board).

c. AMM is currently negotiating through its Indonesian Subsidiary PT. Tian Alam Resources Indonesia

(PT.TARI) to acquire a tenement and existing licenses. Robert See is President of the Indonesian

Company and Major shareholder of AMM. Talks with the Indonesian Mining Department, Local

Government bodies and Licensed Property owners are well advanced. It would be anticipated that

AMM would be at production stage within 4-6 months. This will fulfil the contract referred to in 1.

d. The current mine, as seen in the photos is operating and suppling iron sands locally.

Intertek results are provided (see A5 below) showing high grades of magnetite. The existing mine

has 20 years supply, as will the licence to be acquired by AMM. New sampling and testing will be

carried out by a Senior Geologist appointed by AMM to confirm the above tests. These tests and a

full report will be provided in an updated PPM.

XRF analysis determines total element concentrations which are reported as oxides

Our Ref: 133341

Your Ref: 095514

IDENT Ni Co Al2O3 CEO Cr2O3 Fe2O3 Fe K2O

UNITS % % % % % % % %

DET.LIM 0.005 0.001 0.01 0.01 0.005 0.01 0.01 0.01

SCHEME XR20L XR20L XR20L XR20L XR20L XR20L XR20L XR20L

IRON SAND 0.072 0.012 3.16 0.34 0.021 81.11 56.72 0.02


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IDENT MgO MnO Na2O P2O5 SiO2 TiO2 V2O5 S

UNITS % % % % % % % %

DET.LIM 0.01 0.005 0.01 0.001 0.01 0.01 0.002 0.002


IRON SAND 2.43 0.506 0.01 0.136 1.98 12.39 0.579 0.002

IDENT Cu Pb Zn As BaO Sn Cl LOI

UNITS % % % % % % % %

DET.LIM 0.002 0.002 0.002 0.002 0.002 0.002 0.005 0.1


IRON SAND 0.004 <0.002 0.052 <0.002 <0.002 <0.002 <0.005 -3.1

2. STRUCTURE.

The transaction structure is a private pre-IPO offering. The Tenement and Resource provides security

and downside protection. The Tenement is expected to be developed into a large scale low cost mine.

The mine will be a fully mechanized operation and environmentally friendly with all safeguards put in

place to comply with Indonesian and International standards.

a. AMM plans to list its shares via an IPO or back door listing on the ASX within the next 18 months

or as the Directors deem fit. AMM will also look to raise Secondary Capital funding, where the

proceeds will be used to fund an Independent Business and Feasibility Study, and to commence

limited small scale production ahead of the IPO. The cash flow generated from the initial trading

contract will be used for the transfer of the 2nd Stage Licence into the AMM Indonesian subsidiary.

b. All funds raised through the initial offering will be held in trust until all permits and licences are

in place, except for direct expenses in obtaining those licences and permits.

3. ABOUT ASIA METALS & MINERALS (AMM)

The Company has been formed to acquire Mining Licences in Asian Countries including Indonesia and

Cambodia. The CEO Paul Menere has been involved in major gold and copper projects in Cambodia

for the past 5 years. The Managing Director Bill O’Neill has a long history of mining projects. Robert

See, the Operations Manager, is a long term resident of Indonesia and is conversant with all

Indonesian Mining laws and their requirement. Robert has been instrumental in putting the project

together.

a. The iron sands project will be the companies 1st investment, with room for expansion in year 2.

4. COMPANY OBJECTIVE.

Prove up a Resource of 100,000,000 tons of high grade magnetite ore for export and local markets.

Continue to source out other mining opportunities in Indonesia.

Become a profitable low cost miner producing 5,000,000 of Magnetite plus other minerals per year.


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Become known as an eco-friendly producer and explorer.

Create a mid range capitalization size mining company that will deliver growth to shareholders.

List on the main board of the Australian Stock Exchange within 18 months or as the directors see fit.

5. SUMMARY OF PRINCIPAL TERMS. (Refer to section 11).

AMM will issue 5,000,000 Shares to the Investors at a price of $AUD 0.20 per share for a 30% interest

in AMM.

6. TAXATION CONSIDERATIONS.

Prospective Investors who are considering making a subscription for the shares are strongly advised

to consult their own tax advisers regarding the overall tax consequences of the ownership of the

shares.

7. KEY INVESTMENT HIGHLIGHTS.

AMM can commence trading profitably within 4 months of the Capital Raising. (See cash flow below

A5).

a. AMM is protected from any fall in the spot price of iron ore fines as its production price on a

trading basis being $35 per ton and on ownership basis $21 per ton against the top 5 Australian

producers at an average of $75 per ton.


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AMM Cash flows for First Year Version 2

Stage One- Buy from Miner Month 1 Month 2 Month 3 Month 4 Month5 Month 6 Month 7 Month 8 Month 9 Month 10 Month11 Month 12 Total

Cost of Fe from miner 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00

Export Tax 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00

Pumping and Barging 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00

Overheads 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00

Total 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00

Selling Price 58.00 58.00 58.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00

Volume 30,000 30,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 560,000

Selling value 1,740,000 1,740,000 2,900,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 33,380,000

Cost value 1,320,000 1,320,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 24,640,000

Net value 420,000 420,000 700,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 8,740,000

Accumulated Cash Pre Tax 420,000 840,000 1,540,000 2,340,000 3,140,000 3,940,000 4,740,000 5,540,000 6,340,000 7,140,000 7,940,000 8,740,000

Stage Two -Own Mine Operations Month 1 Month 2 Month 3 Month 4 Month5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Total

Cost of Fe Mining 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00

Export Tax 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00

Overheads 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00

Total 21.00 21.00 21.00 21.00 21.00 21.00 21.00 21.00

Selling Price 58.00 60.00 58.00 60.00 60.00 60.00 60.00 60.00

Volume 30,000 30,000 50,000 50,000 50,000 50,000 50,000 50,000 360,000

Selling value 1,740,000 1,800,000 2,900,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 21,440,000

Cost value 630,000 630,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 7,560,000

Net value 1,110,000 1,170,000 1,850,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 13,880,000

Accumulated Cash Pre Tax 1,110,000 2,280,000 4,130,000 6,080,000 8,030,000 9,980,000 11,930,000 13,880,000

Combined Cash Flow of Stages

One and Two 420,000 420,000 700,000 800,000 1,910,000 1,970,000 2,650,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 22,620,000

Note: of the $22.6 million about $2 million will be reinvested into Stage Two, leaving $20.62 million to invest into stage Three


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8. DUE DILIGENCE.

A Data Room will be established to supply access to all materials and legal documents.

9. KEY RISKS.

Investors should careful consider all of the information in this PPM, including the risks and

uncertainties described in the following risk factors when considering making an investment in the

shares. Investors should pay particular attention to the fact that AMM’s business and operations are

conducted almost exclusively in Indonesia and are governed by a legal and regulatory environment

AMM Cash flows for Second Year Version 2

Month 1 Month 2 Month 3 Month 4 Month5 Month 6 Month 7 Month 8 Month 9 Month 10 Month11 Month 12 Total

25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00

8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00

10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00

1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00

44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00 44.00

60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00

50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 600,000

3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 36,000,000

2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 2,200,000 26,400,000

800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 800,000 9,600,000

800,000 1,600,000 2,400,000 3,200,000 4,000,000 4,800,000 5,600,000 6,400,000 7,200,000 8,000,000 8,800,000 9,600,000

Month 1 Month 2 Month 3 Month 4 Month5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Total

12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00

8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00

1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00

21.00 21.00 21.00 21.00 21.00 21.00 21.00 21.00 21.00 21.00 21.00 21.00

60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00

50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 600,000

3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 36,000,000

1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 1,050,000 12,600,000

1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 1,950,000 23,400,000

1,950,000 3,900,000 5,850,000 7,800,000 9,750,000 11,700,000 13,650,000 15,600,000 17,550,000 19,500,000 21,450,000 23,400,000

Combined Cash Flow of Stages

2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 2,750,000 33,000,000

After two years of operation the net suplus cash should be $20.6 Million for year one plus $33 Million,

a total of $53.6 Million, after a 30% corporate tax that leaves $37.5 Million, more than sufficient to do stage Three

Investors will get $11.25 Million return on their $1 million investment.


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which in certain aspects differs from that prevailing in other countries. AMM’s business could be

materially and adversely affected by any of the risks and uncertainties described below.

We believe that an investment in the AMM’s Shares involves certain risks, some of which are beyond

its control. These risks can be broadly categorized into (a) risks relating to AMM’s business, (b) risks

relating to AMM’s industry, and (c) risks relating to conducting operations in Indonesia. Prospective

investors in the Shares should consider carefully all the information set forth in this PPM.

AMM’s Business is in its early stage although the Directors have been involved in mining exploration

in Asia for the past 5 years.

All payments and income in Indonesia is in US dollars. The Iron Sands price can be locked in or hedged.

AMM cannot guarantee that the iron sands price will not fall or the USD will rise against the AUD thus

affecting the profitability of WBR.

10. SUMMARY OF PRINCIPAL TERMS.

Asia Mining & Metals Pty Ltd, (the issuer) is a Proprietary Limited Company incorporated in the state

of New South Wales.

AMM will issue $ AUD 1,000,000 in value of ordinary shares amounting to 5,000,000 shares issued at

20 cents (AUD) per share.

A minimum of AUD 2,000 in value, equating to 10,000 shares @ 20 cents per purchase will apply.

In the event an investor invests AUD 200,000, that investor will have the right to appoint one Director

(“Investors Director”) to the board of the Company.

11. USE OF FUNDS.

Payment for licences, L. C., fees and Government Charges. $AUD 250,000

Working capital including salaries’ until start of production. 300,000

Leasing of tugs and machinery. 150,000

Insurances and legal costs. 75,000

Geological and environmental reports. 25,000

Office overheads for 12 months. 45,000

Total expenditure for 12 months. $AUD 845,000

Reserve from placement. 155,000


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12. GOVERNING LAW.

The Laws of the State of New South Wales shall apply.

13. LOCAL MANAGEMENT.

Robert See will be the operations Manager and will be responsible for appointing local workers and

supervisors. An office Manager will be employed to handle accounts and payments

14. DIRECTORS AND MANAGEMENT.

Paul H. Menere is the CEO and a Director.

Paul has lived in Vietnam and Cambodia for the past 5 years and is a hand on CEO. He has built up a

great repour with the MIME officials and with the local miners. Paul has great experience with mine

development and all types of machinery involved in the mining process. Paul’s family companies

owned and operated large excavators, trucks and earthmoving machinery in Australia for 30 years.

Douglas (Bill) O’Neill, Managing Director.

Bill O'Neill holds a master’s degree in commerce from UNSW and is an associate of FINSIA. He is a

corporate finance specialist with 40 years industry experience and has been involved in over 150 stock

market takeovers as well as funding and structured finance transactions. He has acted as a consultant

to KPMG Corporate Finance and uses his extensive industry experience to provide guidance on

transactions. His previous roles included senior corporate finance positions at HSBC Investment

Banking Group and Morgan Grenfell.

C.E.O

Paul Henry Menere (See director)

Secretary:

Paul Glendon Riik

7/103a Birriga Road, Bellevue Hill, NSW 2023


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15. ABOUT INDONESIA.

Indonesia is a Democratic Republic consisting of 17,000 islands with a population of 245,000,000

people, made up of many ethnic groups, including Malays and Indian immigrants. The Capital Jakarta

having 15,000,000 people. Elections are due this year. The religion is majority Muslim. The currency

is the rupiah with the current exchange rate to the AUD being 10,800 IDR to 1AUD. The Indonesian

people are reliable workers eager to be trained. Wages are very low with good workers keen to be

rewarded. The country is very stable with the Government being tough on any disturbances. The

mine areas and in particular West Java are very peaceful with no ethnic violence. The country is

blessed with many minerals including coal. Iron sand is allowed to be exported without onshore

processing although this could change in 2016. AMM will plan for this in year 3 and 4.

16. DIVIDENDS.

The Directors may determine from time to time to distribute the profits in AMM to Shareholders by

way of a dividend in proportion to the shares held by them.

a. except where required by Law or elsewhere in the constitution, there shall be no restriction on

the sale and transfer of shares subject to the notification in writing and to the approval to the

Board of Directors of AMM. If the Directors refuse to register transfers, they must inform the

lodging party in writing within 5 working days after the date on which the transfer was lodged.

No reasonable request to transfer shares will be refused, subject to any outside Court restriction.

b. The Directors may (subject to the restrictions on the allotment of Shares imposed by the

Constitution, the Act and any rights attached to any special class of share), issue and allot or grant

options over further shares on such terms and conditions as they may determine.

c. WINDING UP.

Subject to the rights of holders of shares issued on special terms and conditions. Shareholders

will be entitled to distributions of any surplus assets of AMM on its winding up in proportion to

the amounts paid up on the shares held by them.

d. DIRECTORS.

The Directors must retire on a rotating basis, so that one-third of the directors retire at each

annual general meeting of AMM and then are eligible for re-appointment. Rotation of Directors

will commence at the Annual General Meeting in 2014.

The Directors must also retire at an Annual General Meeting and then are eligible for re-

appointment, where any Director who, if he or she did not retire, would at the next Annual

General Meeting, have held that office for more than three years, any Director who was

appointed by the Directors to fill a casual vacancy or in addition to the existing Directors.


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17. ACCEPTANCE FORM.

FOR INDIVIDUALS

Signed by, or for and on behalf of, the Applicant.

For Corporations.

Executed by.

Signature of Secretary/Director_____________________________ __

Signature of Director _______________________________________

Name(s) to be registered

Individuals

Title (Mr/ Mrs / Messrs)_______

Given Name(s)____________________

Surname _________________________

CORPORATIONS

To: The Directors

I, of__

, hereby accept the Offer made to me by Asia Metals &Minerals Pty Ltd (ACN 167 450 615) (the

Company) as set out in the PPM issued by the Company in February 2014.

I/We have read and understood the contents in the PPM.

I/We now request that I be issued ordinary shares in the capital of the Company at a price of $AUD

0.20 per share (share).

I/We enclose a cheque for the sum of $AUD________________________ being the amount payable

for___________________ shares

My/Our Tax file (ABN) number is_____________________________

I/We understand that the issue of the shares is at the discretion of the Company’s Directors having

regard to the matters set out in the PPM.


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My/Our application for shares is on the following terms.

I/We acknowledge and agree that the allotment of shares is at the discretion or the Company, and

that the Company may allot less than the number of shares applied for, provided the Company refunds

any surplus application moneys to me/us.

I/We agree to be bound by the Constitution of the Company, and

I/We acknowledge that our investment in the Company has been made in accordance with Section

with Section 708 of the Corporations Act 2001.

An AMM Share Certificate shall be mailed to the Shareholder within 7 days of receipt of payment

stating share certificate number and amount of shares to be issued.

Dated this_______ day of___________2014

Name_______________________________

ACN/ABN

Postal Address

Suburb

State

Postcode

Email Address

Phone Number

Completed Acceptance Notice together with a copy of the EFT to be sent to the following address.

The Company Secretary,

Asia Metals & Minerals Pty Ltd,

P.O. Box 20,

Potts Point 2011, NSW, Australia.

For EFT Deposits our ANZ details are.

Account Name: Asia Metals & Minerals Pty Ltd.

BSB: 012019

Account: 193035719

Swift Code: ANZBAU3M

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