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Peter Hambro Mining (POG)

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Monday 04 July, 2005

Peter Hambro Mining

Convertible Bond Offering

Peter Hambro Mining PLC
04 July 2005


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
  UNITED STATES, CANADA, AUSTRALIA, THE RUSSIAN FEDERATION OR JAPAN OR TO US,
               CANADIAN, AUSTRALIAN, RUSSIAN OR JAPANESE PERSONS

FOR IMMEDIATE RELEASE

Monday, 4 July 2005

                            PETER HAMBRO MINING PLC
                           CONVERTIBLE BOND OFFERING

Peter Hambro Mining Plc ("Peter Hambro Mining" or the "Company") announces that
the size of the offering of Convertible Bonds due 2010 (the "Bonds") through
JPMorgan Cazenove, has been increased to US$130 million. In addition, there is
an over-allotment option of up to US$10 million.

The Bonds will be issued at par by the Company's wholly-owned subsidiary Peter
Hambro Mining Group Finance Limited (the "Issuer") and will be guaranteed by the
Company. The Bonds will carry a coupon of 7.125% payable semi-annually in arrear
and will be convertible into fully paid 1p ordinary shares of the Company. The
conversion price will be 756p, a premium of approximately 22% to Friday's
closing price of the Company's ordinary shares. If not converted or previously
redeemed the Bonds will be redeemed at par on or about 11 August 2010. In
relation to the offering, parties connected with Mr Peter Hambro and Dr Pavel
Maslovsky, both of whom are directors of the Company, intend to enter into stock
lending arrangements with JPMorgan covering a total of 2 million ordinary shares
of 1p each of the Company.

The Company intends to use the net proceeds of the offering for the expansion of
the Pokrovskiy mine, the development of the Pioneer deposit and to fund the
exploration and development of a number of other assets within the Group's
portfolio.

J.P. Morgan Securities Ltd. ("JPMorgan") is acting as the sole bookrunner of the
offering. JPMorgan Cazenove is a marketing name for the UK investment banking
business of JPMorgan. HVB Corporates & Markets is acting as joint-lead manager.

Settlement is expected on or about 11 August 2005. Application will be made for
the Bonds to be admitted to the Official List of the Luxembourg Stock Exchange
and admitted to trading on the Luxembourg Stock Exchange's EuroMTF Market.
Issuance of the bonds is conditional inter alia upon admission becoming
effective.

For further information:

Jay Hambro             Peter Hambro Mining          T: +44 207 201 8900
Alya Samokhvalova      Peter Hambro Mining

Tom Randell            Merlin                       T: +44 207 653 6620

Ian Hannam             JPMorgan Cazenove            T: +44 207 325 1000
Robert Stafler         JPMorgan Cazenove

ANY INVESTMENT DECISION IN RESPECT OF THE SECURITIES SHOULD BE BASED ON THE
OFFERING CIRCULAR TO BE PUBLISHED IN DUE COURSE. MEMBERS OF THE GENERAL PUBLIC
ARE NOT ELIGIBLE TO TAKE PART IN THE SECURITIES OFFERING. THE SECURITIES ARE NOT
AND WILL NOT BE OFFERED OTHER THAN TO PERSONS WHO TRADE OR INVEST IN SECURITIES
IN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES
INTERMEDIARIES (INCLUDING DEALERS AND BROKERS), INSURANCE COMPANIES, PENSION
FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH AS AN
ANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES). IN THE UNITED KINGDOM, THE
PROMOTION OF THIS OFFERING IS RESTRICTED BY SECTION 21 OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 ("FSMA"). THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN
INVITATION OR INDUCEMENT TO PARTICIPATE IN THE SECURITIES OFFERING, IS DIRECTED
EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 ) ("THE
ORDER") OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C) OTHER
PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF FSMA
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TO
PARTICIPATE IN THE OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES FOR SALE.

STABILISATION / FSA
JPMORGAN IS ACTING FOR THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE OFFER
OF THE SECURITIES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING
THE PROTECTIONS AFFORDED TO ITS CLIENTS, OR FOR PROVIDING ADVICE IN RELATION TO
THE PROPOSED OFFER.
NEITHER THE SECURITIES NOR THE GUARANTEE OF THE BONDS NOR THE SHARES DELIVERABLE
ON CONVERSION OF THE BONDS HAVE BEEN, NOR WILL THEY BE, REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO US PERSONS (AS DEFINED IN
REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED
STATES. THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR
ANY COPY OF IT IS FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OR TO ANY US PERSON (AS DEFINED IN REGULATION S) OR INTO CANADA,
AUSTRALIA, THE RUSSIAN FEDERATION OR JAPAN. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF US, CANADIAN, AUSTRALIAN, RUSSIAN OR
JAPANESE SECURITIES LAWS.

REGULATION S RESTRICTIONS APPLY, NO OFFER IS BEING MADE IN OR INTO THE US OR TO
OR FOR THE BENEFIT OF US PERSONS (as defined in REGULATION S).

- END -



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