China Nonferrous Gold Limited Notice of AGM, Pr...

China Nonferrous Gold Limited Notice of AGM, Proposals in Relation to Hong Kong Listing and Posting of Delisting Circular

China Nonferrous Gold Limited

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6 October 2014

China Nonferrous Gold Limited

(‘CNG’ or the ‘Company’)

AIM: CNG

NOTICE OF AGM, PROPOSALS IN RELATION TO HONG KONG LISTING AND POSTING OF DELISTING CIRCULAR

China Nonferrous Gold Limited, the mineral exploration and development company currently developing the Pakrut gold project in the Republic of Tajikistan, announces that it has posted a circular (the “Circular”) to shareholders ("Shareholders") and depositary interest holders seeking approval for, inter alia, the cancellation of the Company’s admission to trading on the AIM Market (“AIM”) of the London Stock Exchange, conditional on a Hong Kong Listing. The Circular includes a formal notice (the “Notice”) of the annual general meeting ("AGM") of the Company, to be held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 09.30 a.m. on 28 October 2014.

At the AGM, Shareholders' approval will be sought, inter alia, to approve the Company's normal business of the AGM as well as specific resolutions in relation to the proposed Hong Kong Listing, including resolutions ("Resolutions") to subdivide the Company's existing ordinary shares of US$0.0001 ("Existing Shares") into new ordinary shares of US$0.00002 ("New Shares") (the "Subdivision"), adopt new articles of association, approve the Hong Kong public offering and the international share offering of the shares of the Company (the "Global Offering") proposed to be conducted in connection with the Hong Kong Listing, adopt a new share option scheme and cancel the admission of the Company's Existing Shares to trading on AIM (the "Delisting"), these Resolutions are conditional on, inter alia, the Hong Kong Listing taking place.

Background to and reasons for the Delisting

On 10 September 2014, the Company announced that it had made an application for the Hong Kong Listing. The board of directors (“Directors”) believe that the Company will be better served by listing its shares on the Hong Kong Stock Exchange, as they believe it is a stock market with higher liquidity which can better accommodate the Company's project growth and at the same time increase the liquidity of its shares.

The Directors have considered the advantages and disadvantages of maintaining the Company's admission to AIM after the Hong Kong Listing becomes effective, and have concluded that it will not be in the best interests of the Company and its shareholders to maintain a listing on two different stock exchanges. The Directors are of the view that a dual-listing is likely to result in division of liquidity between the two markets. In addition a dual-listing on the Hong Kong Stock Exchange and AIM would also incur additional legal, audit, compliance and other fees as well as management time, and require additional management resources as the Company would have to comply with two sets of regulatory and disclosure requirements. Accordingly, the Directors believe that the additional time and costs required to maintain a dual-listing will outweigh its benefits.

The Delisting and Suspension

The timing of the Delisting is conditional upon the Hong Kong Listing which itself is subject to, among other things, the approval of the listing sub-committee of the board of directors of the Hong Kong Stock Exchange and may be affected by a number of factors, including the Global Offering and market conditions.

Subject to the passing of Resolution 14, as stated in the Notice, by Shareholders holding not less than 75 per cent. of votes cast and conditional upon the Hong Kong taking place within twelve months of Resolution 14 being passed, the Company’s share register will need to be transferred from the Cayman Islands to Hong Kong. To enable the transfer of the share register to take place, the Existing Shares will be suspended from trading on AIM ("Suspension") for eleven business days immediately prior to Delisting (“Suspension Period”). During this time Shareholders will not be able to trade in shares in the Company.

Subject to the above conditions, following the Suspension Period, the Company’s admission to trading on AIM will be cancelled. Suspension is expected to commence no earlier than 7.30 am GMT on 5 November 2014. The Company expects that the earliest possible date that the Hong Kong Listing will occur on is 19 November 2014 with Delisting expected to occur no earlier than 20 November 2014, being the business day following the expected date of the Hong Kong Listing.

Arrangements following the Delisting

Following the Hong Kong Listing and the Delisting, all Shareholders will retain their existing shareholding, albeit that they will hold five times more New Shares than their Existing Shares (assuming that Resolution 10 to effect the Subdivision is passed at the AGM). Following the Hong Kong Listing and the Delisting, the share register of the Company in respect of the New Shares will be maintained in Hong Kong. New Shares not registered on the Hong Kong share register on the first day of the Hong Kong Listing will not be able to be traded on the Hong Kong Stock Exchange form the first day of the Hong Kong Listing. Details of action to be taken for Shareholders who wish for their New Shares to be registered on the Hong Kong share register on the first day of the Hong Kong Listing are set out in paragraph 4 of the Circular.

Following the Delisting, the Company will cease to have a nominated adviser and it will no longer be required to comply with the AIM Rules. Furthermore, following Delisting there will be no market facility in the UK to deal in the shares of the Company and any shareholder wishing to sell their shares will either have to sell their shares privately or through a broker on the Hong Kong Stock Exchange. Details of this process are set out in paragraph 6 of the Circular.

The Directors believe that many shareholders will be able to trade their shares through their current broker (as many UK brokers have a Hong Kong counterparty). However, in order to ensure that all shareholders have the ability to trade their shares on the Hong Kong Stock Exchange, the Company has made informal arrangements with the following London based retail brokers who are able to trade on the Hong Kong Stock Exchange and have agreed, subject to their account opening procedures, to act for shareholders in their trading activities on the Hong Kong Stock Exchange:

Hargreave Hale

(Accurist House, 44 Baker Street, London W1U 7AL, telephone: [phone],

contact name: Andrew Pang, e-mail: [e-mail]).

Hume Capital Securities

(3rd Floor, 1 Carey Lane, London EC2V 8AE, telephone: [phone],

contact name: Jon Belliss, e-mail: [e-mail]).

The above brokers will facilitate Shareholders' dealings on the Hong Kong Stock Exchange and will be able to guide Shareholders through the registration process. These brokers will require the relevant shareholders to go through their internal account opening procedures. These, as well as all commission and other arrangements, will be subject to agreement between the relevant broker and the relevant shareholder, and the Company will not have any liability in respect of such arrangements.

For further information please visit the Company’s website (www.cnfgold.com) or contact:

China Nonferrous Gold Limited

David Tang, Managing Director

Tel: [phone]

Investec Bank Plc

Jeremy Ellis, George Price

Tel: [phone]

Hume Capital

Jon Belliss, Guy Peters

Tel: [phone]

Project Summary

The Pakrut gold project, of which CNG has 100 per cent ownership, is situated in Tajikistan approximately 120km northeast of the capital city Dushanbe. Pakrut is located within the Tien Shan gold belt, which extends from Uzbekistan into Tajikistan, Kyrgyzstan and Western China, and which hosts a number of multi-million ounce gold deposits.

CNG is currently in a construction phase with mining contractors on site developing the underground mine and surface infrastructure.

About Tajikistan

Tajikistan is a secular republic located in Central Asia. The country is a member of the Commonwealth of Independent States and the Shanghai Cooperation Organisation. Tajikistan hosts numerous operating precious metal mines as well as the largest aluminium smelter in Central Asia. CNG's management team has extensive experience in the mining industry in Tajikistan.