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Peter Hambro Mining This document comprises a Prospectus relating to Peter Hambro Mining Plc (the Company) and has been prepared in accordance with the Prospectus Rules of the Financial Services Authority (FSA) made under section 73A of FSMA, has been filed with the FSA and has been made available to the public as required by the Prospectus Rules. This Prospectus is being made available to Shareholders for information purposes only and does not require any action to be taken by Shareholders of the Company. This Prospectus does not constitute an offer or invitation to any person to subscribe for or purchase any securities in the Company or any other entity. Application has been made to (i) the FSA for all of the Ordinary Shares issued, and to be issued pursuant to the Aricom Acquisition (the New Ordinary Shares), and the Warrants to be issued pursuant to the Warrant Offer (together, the PHM Securities), to be admitted to the Official List of the FSA (Official List) and (ii) the London Stock Exchange plc (London Stock Exchange) for the PHM Securities to be admitted to trading on its Main Market for listed securities (together Admission). Admission is conditional on the Scheme becoming effective which is expected to take place on 22 April 2009. Admission to trading on the London Stock Exchange constitutes admission to trading on a regulated market. It is expected that Admission of the PHM Securities will become effective and that dealings will commence in the PHM Securities on the London Stock Exchange, at 8.00 a.m. (London time) on 22 April 2009. The Ordinary Shares are currently admitted to trading on the AIM Market of the London Stock Exchange (AIM). Upon Admission, trading of the Ordinary Shares on AIM will be cancelled. The Company and its Directors, including those Directors to be appointed at Admission, (whose names appear on page 32 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, including those Directors to be appointed at Admission, (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. Your attention is drawn to the risk factors in relation to the Enlarged Group on pages 13 to 31 of this Prospectus. PETER HAMBRO MINING PLC (Incorporated in England and Wales with Registered No. 4343841) Prospectus Admission to the Official List and to trading on the Main Market of the London Stock Exchange in connection with the acquisition of Aricom Plc J.P. Morgan Cazenove Limited Canaccord Adams Limited Financial Adviser and Joint Sponsor Joint Sponsor Expected share capital immediately following Admission1 Ordinary Shares of £0.01 each Authorised Issued and fully paid Number Amount Number Amount 350,000,000 £3,500,000 171,084,037 £1,710,840 Number of Warrants in issue immediately following Admission: 8,312,500 1 Assumes no exercise of the Convertible Bonds. The number of issued Ordinary Shares may be lower as any fractional entitlements of Aricom shareholders who receive New Ordinary Shares will be disregarded under the terms of the Aricom Acquisition. On Admission, all the Ordinary Shares in issue will rank pari passu in all respects including for all dividends declared, made or paid on the Ordinary Shares after Admission (other than those dividends which are made or paid after Admission but declared prior to Admission to which holders of the New Ordinary Shares are not entitled). The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, (the Securities Act) or under the securities laws of any state, district or other jurisdiction of the United States, Canada, Japan, Russia or Australia, or any other jurisdiction and no regulatory clearances in respect of the Ordinary Shares have been, or will be, applied for in any jurisdiction other than the United Kingdom. J.P. Morgan Cazenove is acting as financial adviser for the Company and J.P. Morgan Cazenove and Canaccord Adams, both of which are authorised and regulated by the FSA in the United Kingdom, are jointly acting as sponsors for the Company and no-one else in connection with Admission and, in each case, will not be responsible to anyone other than the Company for providing protections afforded to clients of J.P. Morgan Cazenove and Canaccord Adams respectively or providing advice in relation to Admission or any other matters described in this Prospectus. Apart from responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove or Canaccord Adams by the FSMA or the regulatory regime established thereunder, neither J.P. Morgan Cazenove nor Canaccord Adams accept any responsibility whatsoever, and make no representation or warranty express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by either of them, or on behalf of either of them, in connection with the Company, the PHM Securities or Admission. J.P. Morgan Cazenove and Canaccord Adams accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which either of them might otherwise have in respect of this document or any such statement. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult their own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice. None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has approved or disapproved of the PHM Securities nor have such authorities reviewed or passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. 2 TABLE OF CONTENTS Page SUMMARY 5 RISK FACTORS 13 DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS 32 IMPORTANT INFORMATION 34 PART I INFORMATION ON THE ENLARGED GROUP 38 PART II MANAGEMENT, CORPORATE GOVERNANCE AND EMPLOYEES 83 PART III RUSSIA, THE RUSSIAN LICENSING REGIME AND SUMMARY OF KEY LICENCES 92 PART A – RUSSIA AND THE RUSSIAN LICENSING REGIME 92 PART B – SUMMARY OF THE ENLARGED GROUP’S KEY LICENCES 98 PART IV OVERVIEW OF THE ENLARGED GROUP’S PRINCIPAL MARKETS 104 PART A – THE GOLD MARKET 104 PART B – THE IRON ORE MARKET 107 PART V SELECTED FINANCIAL INFORMATION 111 PART A – PETER HAMBRO MINING GROUP 111 PART B – ARICOM GROUP 114 PART VI OPERATING AND FINANCIAL REVIEWS 117 PART A – PETER HAMBRO MINING GROUP 117 PART B – ARICOM GROUP 150 PART VII CAPITALISATION AND INDEBTEDNESS STATEMENTS 166 PART A – PETER HAMBRO MINING GROUP 166 PART B – ARICOM GROUP 168 PART VIII PRO FORMA FINANCIAL INFORMATION 169 PART IX HISTORICAL FINANCIAL INFORMATION 174 PART A – PETER HAMBRO MINING GROUP 174 PART B – ARICOM GROUP 227 PART X TERMS AND CONDITIONS OF THE BONDS 228 PART A – CONVERTIBLE BONDS 228 PART B – EXCHANGEABLE BONDS 231 PART XI TERMS AND CONDITIONS OF THE WARRANTS 233 PART XII ADDITIONAL INFORMATION 247 PART XIII DOCUMENTS INCORPORATED BY REFERENCE 288 PART XIV DEFINITIONS 290 PART XV GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS 298 3 Page PART XVI SUMMARIES OF MINERAL EXPERT’S REPORTS 305 PART A – MINERAL EXPERT’S REPORT OF THE MINERAL ASSETS OF PETER HAMBRO MINING PLC, RUSSIAN FEDERATION 306 PART B – MINERAL RESOURCE ESTIMATE FOR ANDREEVSKAYA, PIONEER LICENCE, AMUR REGION, RUSSIAN FEDERATION 331 PART C – MINERAL RESOURCE ESTIMATE FOR QUARTZITIVOYE ORE ZONE, MALOMIR LICENCE, AMUR REGION, RUSSIAN FEDERATION 337 PART D – TECHNICAL REVIEW OF THE FEASIBILITY STUDY FOR THE KIMKAN & SUTURA AND GARINSKOYE IRON ORE PROJECTS, FAR EAST RUSSIAN FEDERATION 343 APPENDIX 1: PETER HAMBRO MINING GROUP STRUCTURE CHART 361 APPENDIX 2: ARICOM GROUP STRUCTURE CHART 362 APPENDIX 3: IN-HOUSE SERVICE COMPANIES 363 4 SUMMARY This summary should be read as an introduction to the Prospectus. Investors should read the whole of this Prospectus and not just rely upon key or summarised information. Any decision to invest in the Company should be based on the consideration of this Prospectus as a whole by the investor and not just this summary. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for the summary including any translations of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with other parts of the Prospectus. 1. Introduction On 6 February 2009, the independent board committees of Aricom and the Company announced that they had reached agreement on the terms of a recommended all-share offer for Aricom by the Company under which all of the issued share capital of Aricom would be acquired by the Company. The Aricom Acquisition is being implemented by means of a scheme of arrangement of Aricom pursuant to Part 26 of the 2006 Act and Aricom will become a wholly-owned subsidiary of the Company on completion of the Scheme which is expected to take place on 22 April 2009. 2. Summary description of the Enlarged Group The Enlarged Group will be focused on the acquisition, exploration, development and production of mineral deposits with a current focus on the precious metal deposits of the Peter Hambro Mining Group in Russia and the development of the iron ore assets of the Aricom Group as and when the iron ore market and project finance markets recover.
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