16thDecember  2014

SESE JOINT VENTURE SHAREHOLDERS AGREEMENT EXECUTED

• Following satisfactory completion of due diligence, African Energy Resource Limited (AFR) and First Quantum Minerals Limited (FQM) have executed a binding Shareholders Agreement for the Sese Joint Venture Project on terms previously announced.

• Subject to certain conditions precedent, FQM will purchase a initial 51% stake in African Energy Holdings SRL (AFRH) for $8m. The $8m will be used to repay all outstanding loans between AFRH and AFR, thus providing additional working capital for AFR.

• The conditions precedent include Ministerial consent to the transfer of beneficial ownership of the tenements, and minor issues related to AFR/AFRH subsidiary companies. These conditions are all administrative in nature and are expected to be satisfied on or before the End Date of 31 January 2015.

• FQM will invest a further $12m within 18 months to earn an additional 24% stake in AFRH.

• The $12m funding for AFRH will be used to immediately investigate the development of

power generation projects at Sese.

• Final resource evaluation studies for coal and limestone supplies will be undertaken as soon

as practical to provide data for final project design.

• AFR's 25% interest in the Sese Joint Venture will be loan carried through to commercial

operation of each power station funded by FQM.

• AFR's 25% carried interest will be financed under the same terms as FQM's majority stake,

with FQM to arrange the full financing for each project.

• Succesful completion of the joint venture investment will leave AFR with approximately

$10m working capital and with a 25% carried interest in new power projects being
developed at Sese.

• AFR retains 100% ownership of the Mmamabula West and Mmamantswe coal and power

projects in Botswana.

For  any  further  information,  please  contact  the  Company  directly  on  +618  6465  5500  For  and  on  behalf  of  the  Board