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London Office

Griffin Mining Limited
6th Floor
60 St James's Street
London
SW1A 1LE

Tel: +44 (0)20 7629 7772
Fax: +44 (0)20 7629 7773

Investors Investor Relations

AIM Rule 26 Compliance Report

General

Description of Business

General Business Description

A description of the company's business can be found in the Corporate Introduction.

Investment Strategy

Investment Strategy

Griffin Mining is not an investment company for the purposes of AIM Rule 26.

Geographic

Country of Incorporation & Main Country of Operation

Country of Incorporation and Country of Operation

The Company is incorporated in Bermuda with its principal subsidiaries operating in the Peoples Republic of China. The Company is not resident in the UK for tax purposes.

Constitutional Documents

Articles of Assocation and most recent Aim Admission document

Documents

The Company's AIM Admission document is not included on this website. This was published in June 1997 when the Company was named European Mining Finance Ltd and operated as a mining finance company. The name of the Company was changed to Griffin Mining Ltd in January 1998 following a change in management and the business of the Company to that of mining. Accordingly the directors consider that the Company's AIM admission document is out of date and potentially misleading.

The constitution of European Mining Finance (the original name of Griffin Mining) can be downloaded in PDF format here.

AIM Listed Securities

Statement of rights of shareholders (if not UK incorporated)

Shareholders' Rights

The rights of shareholders in the Company under Bermuda Company law and the Company's bye-laws may be different from the rights of shareholders in a UK incorporated company.

Restrictions on Transfer of Securities

Transfer Restrictions

There are no restrictions on the transfer of shares.

Aim Securities in Issue

Issued Share Capital

As at 3rd Dec 2012, the share capital of Griffin Mining is as follows:-

Shares Issued & Outstanding 175,451,830
Fully Diluted (vested): 189,885,163
Fully Diluted (including unvested): 189,885,163

Options over 5,000,000 new ordinary shares have been granted to directors and management at an exercise price of 20 pence per new ordinary share which vested in three equal instalments on grant, 31st December 2009 and 31st December 2010 and which expire on 31st October 2013.

Options over 10,000,000 new ordinary shares have been granted to directors and management at an exercise price of 45 pence per new ordinary share which vested in three equal instalments on grant, 31st December 2010 and 31st December 2011 and which expire on 28th February 2015. In total options over 15,000,000 new ordinary shares in the Company (of which 566.667 have been exercised) have been granted giving a fully diluted share capital of 189,885,163.

Shares held as treasury shares

Treasury

There are no shares held in treasury.

Percentage of shares not in public hands

Shares not in public hands

5% of the Company's issued shares are not in public hands.

Identity and Percentage held of significant shareholders

Significant Shareholders

There is no provision under Bermuda company law or the Company's bye laws to require disclosure of significant shareholdings. The Company is however aware of the following significant shareholdings of 3% or more in the issued share capital of the Company:

Blackrock UK Special Situations Fund has an aggregate interest in 9,232,392 shares in the Company representing 5.08% of the issued ordinary shares in the Company.

Blackrock Investment Management Ltd has an aggregate interest in 18,302,771 shares in the Company representing 10.08% of the issued ordinary shares in the Company.

Majedie Asset Management Ltd has an aggregate interest in 9,520,258 shares in the Company representing 5.19% of the issued ordinary shares in the Company.

Other Exchanges/Trading Platforms

Exchanges

The company's shares are listed on the Alternative Investment Market of the London Stock Exchange. The company's shares are not listed on any exchanges other than AIM.

Financial Reports (Last full report and all interims since last full)

Annual Report & Accounts

Annual report and accounts for the last 12 financial years are available as Adobe Acrobat PDF (portable document format) files. To open a file click the appropriate link below. Alternatively, use the right mouse button and select "Save Target As" to save the file to your own computer.

News

Notifications in last 12 months

Shareholder documents

Circulars and similar publications sent to shareholders in past 12 months

Circulars

The Company has not sent any circulars to shareholders within the past 7 years. Previous circulars are not included on this website as the directors consider these to be out of date and potentially misleading.

Directors

Responsibilities

Directors' Responsibilities

Although incorporated in Bermuda and therefore not obliged to comply with the code of best practice established by the Combined Code issued by the Committee on Corporate Governance, the Company has reviewed and broadly supports this code. The Company does not comply where compliance would not be commercially justified allowing for the practical limitations relating to the Company’s size.

The Board of directors includes a number of non executive directors who, other than their shareholding, are independent and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.

The Board meets regularly, at least once a quarter, and is responsible for the overall strategy of the Group, its performance, management and major financial matters. All directors are subject to re-appointment annually at each annual general meeting of the Company’s shareholders.

Various safeguards and checks have been instigated as part of the Company’s system of financial control. These include:

  • preparation of regular financial reports and management accounts
  • preparation and review of capital and operational budgets
  • preparation of regular operational reports
  • prior approval of capital and other significant expenditure
  • regular review and assessment of foreign exchange risk and requirements

As part of these procedures all costs incurred on behalf of and by Hebei Hua’ Ao are independently audited and checked by the Chinese authorities and approved by the directors of Hebei Hua’ Ao.

Mladen Ninkov is the Chairman, responsible for ensuring strategic direction set by the board is put into place by management.

Roger Goodwin is the Finance Director with overall responsibility for the Group finances, financial control and reporting.

Dal Brynelsen and William Mulligan are independent non executive directors with responsibility for overseeing the executive and for ensuring that the financial performance of the Company is properly reported upon and monitored, and consider reports from the auditors relating to accounts and internal control systems. They also have responsibility for reviewing the performance of and setting the compensation of the Chairman and executive directors.

Biographies

Mladen Ninkov, Chairman, Australian

Mladen Ninkov, Chairman, Australian, aged 52, holds a Masters of Law Degree from Trinity Hall, Cambridge and Bachelor of Laws (with Honours) and Bachelor of Jurisprudence Degree from the University of Western Australia. He is the principal of Keynes Capital. He has a mining, legal, fund management and investment banking background and is admitted as a barrister and solicitor of the Supreme Court of Western Australia. He was the Chairman and Managing Director of the Dragon Capital Funds management group, a director and Head of International Corporate Finance at ANZ Grindlays Bank Plc in London, and a Vice President of Prudential-Bache Securities Inc. in New York. He also worked at Skadden Arps Slate Meagher & Flom in New York and Freehill Hollingdale & Page in Australia. He has been chairman and director of a number of both public and private mining companies.

Roger Goodwin, Finance Director, British

Roger Goodwin, Finance Director, British, aged 58, is a Chartered Accountant. He has been with the Company since 1996 having previously held senior positions in a number of public and private companies within the natural resources sector. He has a strong professional background, including that as a manager with KPMG, with considerable public company and corporate finance experience, and experience of emerging markets particularly in Africa, the CIS and Eastern Europe.

Dal Brynelsen, Director, Canadian

Dal Brynelsen, Director, Canadian, aged 66, is a graduate of the University of British Columbia in Urban Land Economics. Mr. Brynelsen has been involved in the resource industry for over 30 years. He has been responsible for the discovery, development and operation of several underground gold mines during his career. Mr. Brynelsen is the President and a director of Vangold Resources Limited.

William Mulligan, Director, American (US)

William Mulligan, Director, USA, aged 69, has a BSc from Thomas Clarkson University, an MS in Geological Engineering from the University of Connecticut and an MBA from NYU Bernard Baruch School of Business Administration. He is currently the Managing Director for Global Projects and Political Risk at AIG Global Trade and Political Risk Insurance Company, a wholly owned subsidiary of American International Group Inc., and a director of AIG Investment Bank (ZAO) Ltd based in Moscow. From 1994 to 1996 he was Executive Vice President for Corporate Development at Latin American Gold Limited.

Committees

Committees

There are no formal management committees.

Advisers (Nominated Adviser & other advisers)

London Office

Roger Goodwin,
Director and Company Secretary
6th Floor,
60 St James's Street,
London SW1A 1LE.
Tel: +44 (0)20 7629 7772
Fax: +44 (0)20 7629 7773

Registered Office

Clarendon House
2 Church St.
Hamilton, HM11
Bermuda

Zhangjiakou Office

No. 25 Mingde South Road
Zhangjiakou City
Hebei Province, China

Site Office

No. 3 Village
Zhangbei County
Zhangjiakou City
Hebei Province, China

China Zinc Australia Office

Level 9, BGC Centre
28 The Esplanade
Perth
Western Australia 6000
Tel:   +61 (0)8 9321 7143
Fax:  +61 (0)8 9321 7035

Nominated Adviser and Broker for AIM:

Panmure Gordon (UK) Limited
One New Change
LONDON
EC4M 9AF
United Kingdom

Auditors:

Grant Thornton UK LLP
Grant Thornton House
Melton Street
LONDON
NW1 2EP

Solicitors:

DLA Piper
20th Floor,
South Tower, Beijing Kerry Centre,
1 Guang Hua Road, Chao Yang District,
Beijing 100020. PRC

Conyers Dill & Pearman
Clarendon House, Church Street, P.O. Box HM 666,
Hamilton. HMCX. Bermuda.

Addleshaw Goddard
Milton Gate,
60 Chiswell Street,
London
EC1Y 4AG

King & Wood Malleson
9/F Hutchinson House
10 Harcourt Road
Central Hong Kong

Bankers:

National Westminster Bank PLC.
St James's and Piccadilly,
London W1A 2DG

HSBC Bank plc
27-32 Poultry
London EC2P 2BX

The Hong Kong and Shanghai Banking Corporation
HSBC Main Building
1 Queens Road Central
Hong Kong

The Bank of Bermuda Ltd
6 Front Street
Hamilton HM 11
Bermuda

Registrars & Transfer Agents:

Capita IRG plc
12 Castle Street
St Helier
Jersey JE2 3RT

Codan Services Ltd.
Clarendon House,
2 Church Street
Hamilton, HM11

WebSite

Rule 26 disclosure statement

Rule 26 Disclosure

The information on this web site is disclosed for the purposes of AIM Rule 26.

Date site last updated

Last Update

Website last updated on 3rd May 2013.

Copyright Griffin Mining Ltd. © 1998-2011 All Rights Reserved. Site developed and maintained by Magellan Systems Limited.