Filing of Application Proof Prospectus and Update

LONDON--()--

China Nonferrous Gold Limited

(‘CNG’ or the ‘Company’)

Filing of Application Proof Prospectus and Update

China Nonferrous Gold Limited (AIM: CNG), which is currently engaged in the development of the Pakrut project (the "Pakrut Project"), the Eastern Pakrut project, the Rufigar project and the Sulfidnoye project in the Republic of Tajikistan (collectively, the “Projects”), is pleased to announce that an application (the “Listing Application”) for a listing (the “Listing”) of the shares of the Company on the main board (the “Main Board”) of The Stock Exchange of Hong Kong Limited (the "HKEx") has been submitted to the HKEx.

The Listing is subject to, amongst other things, the approval of the listing committee of the HKEx. There will be further announcements to the market as and when appropriate.

In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKEx Listing Rules”) and in connection with the Listing Application, an application proof of the prospectus (the “Application Proof Prospectus”) has been published on the website of HKEx at www.hkexnews.hk and on the website of the Company at www.cnfgold.com today. Unless otherwise defined, capitalised terms contained in this announcement shall have the same meaning as those defined in the Application Proof Prospectus.

The Application Proof Prospectus contains certain new information on the Company including, but not limited to, the following:

  • draft accountants' report containing consolidated financial information of the Company and its subsidiaries (the “Group”) for the three years ended 31 December 2011, 2012 and 2013 and the six months ended 30 June 2014;
  • a draft independent technical report on the Projects as at 30 June 2014;
  • a working capital and indebtedness statement as at 31 July 2014;
  • updated risk factors in relation to the business, industry and conducting operations in Tajikistan;
  • proposed changes in the composition of the board of directors of the Company (the "Directors") conditional on the Listing;
  • future plans of the Company; and
  • commentary on the strengths and strategies of the Group, and the development plans of the Pakrut Project, in particular that the Company expects to commence trial production under Phase I of the Pakrut Project in December 2014 and to commence full production of 2,000 tonnes per day in June 2015.

Conditional on obtaining approval-in-principle of the Listing and subject to fulfilling the relevant requirements as to the appointment of independent non-executive directors under HKEx Listing Rules and the AIM Rules for Companies, the Company will also appoint 2 new independent non-executive directors, Mr Gao Yongtao and Mr Liu Jingwei.

A circular in relation to the Company’s proposed de-listing from the AIM Market of the London Stock Exchange (conditional on the Listing) is expected to be sent to the Company’s shareholders in the near future.

As per the announcement of the Company published on 17 April 2014, the Company’s exploration licence (the “Exploration Licence”) has expired and an application for the renewal of the Exploration Licence has been made by the Company. Furthermore, as disclosed in the Application Proof Prospectus, given that (a) LLC Pakrut had made the relevant application for the outstanding Exploration Licence, and all necessary application documents had been duly submitted to the relevant Tajikistan Government authorities and (b) the review of the application is a procedural matter, the Company’s Tajikistan legal advisers advised that there is no legal impediment or obstacle to obtaining the outstanding Exploration Licence. The Directors believe there is no legal impediment to obtaining the outstanding Exploration Licence before 31 December 2014 and at the prescribed Tajikistan statutory cost. The Company’s mining licence for the Pakrut Project (the "Mining Licence"), which covers an area of 58.6 hectares including the Pakrut gold deposit area, is still valid and in good standing until its expiry in November 2030. Notwithstanding the expiration of the Exploration Licence, LLC Pakrut has the right to conduct exploration and mining activities at the Pakrut Project as granted under the Mining Licence.

It should also be noted that the draft accountants' report, which includes the consolidated financial information of the Group for the year ended 31 December 2013 and the six months ended 30 June 2014, contained in the draft Application Proof Prospectus has been prepared for the Listing Application in accordance with the HKEx Listing Rules and has been prepared by the reporting accountant in relation to the Listing Application, Deloitte Touche Tohmatsu, rather than the current auditor, PKF Littlejohn LLP, and therefore differs slightly from the audited consolidated financial statements of the Group for the year ended 31 December 2013, published in accordance with the AIM Rules for Companies. CNG also expects to publish its half-yearly report for the six months ended 30 June 2014 today in accordance with the AIM Rules for Companies.

Subject to HKEx's approval of the Listing Application, the Company has obtained a commitment letter from each of China Merchants Bank Co., Ltd and Industrial and Commercial Bank of China in respect of each bank’s commitment to grant to the Company a banking facility of not less than approximately US$100 million.

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

China Nonferrous Gold Limited

David Tang, Managing Director

Tel: +86 10 8442 6681

Investec Bank Plc

Jeremy Ellis, George Price

Tel: +44 (0)20 7597 5970

Hume Capital

Jon Belliss, Guy Peters

Tel: +44 (0)20 3693 1470

Project Summary

The Projects are located in the Vahdat region of Tajikistan, which is along the southern side of the Tien-Shan Gold Belt, one of the most prolific gold belts in the world.

The Company’s flagship Pakrut Project contains millions of ounces of gold reserves and resources, which is currently at the construction stage. The Group’s primary focus is to bring the Pakrut Project to the production stage, which is expected to commence production of gold ingots in December 2014.

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.

Short Name: China Nonferrous Gold
Category Code: MSC
Sequence Number: 432226
Time of Receipt (offset from UTC): 20140910T132502+0100

Contacts

China Nonferrous Gold Limited

Contacts

China Nonferrous Gold Limited