Cash Placing

Asia Energy PLC
29 November 2005

29 November 2005



THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
FRANCE, NEW ZEALAND OR THE REPUBLIC OF IRELAND.


This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe new Ordinary
Shares in any jurisdiction in which any such offer or solicitation would be
unlawful and the information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States, Canada,
Australia, Japan, France, New Zealand or the Republic of Ireland or any
jurisdiction in which such publication or distribution is unlawful.


                                Asia Energy PLC

                                29 November 2005


                   Cash Placing to raise approximately US$52m

                                (the 'Placing')


Asia Energy makes further progress in the development of its Phulbari Coal
Project and announces a cash placing to raise approximately US$52m (before
expenses) to fund certain initial development activities, purchase of start up
capital equipment and deposits to secure long lead time capital equipment.



Highlights



Placing

• Placing of new Ordinary Shares (the 'Placing Shares') to
institutional investors to raise approximately US$52m (before expenses).  Under
the Placing, 4,143,976 new Ordinary Shares are available to be placed firm (the
'Firm Placing Shares') and an additional number of new Ordinary Shares (the '
Conditional Placing Shares') are available to be placed subject to shareholder
approval at an EGM to be convened for 22 December 2005. The precise number of
Conditional Placing Shares in the Placing will be finally determined such that
the gross proceeds arising from the Placing amount to approximately US$52m.
Based on last night's closing share price of 470 pence, the Placing would
represent approximately 15.5% of Asia Energy's existing issued share capital.

• Institutions participating in the placing will receive Firm Placing
Shares and Conditional Placing Shares on a pro-rata basis.

• The Firm Placing will be in no way conditional upon the Conditional
Placing.

• Preferential treatment in the allocation process will be given to
existing institutional shareholders.



EGM

The Company is today sending out a notice to shareholders convening an EGM to
seek authority to issue, on a non pre-emptive basis 4,530,833 new Ordinary
Shares which represents approximately 11% of the existing issued share capital
of the Company. It is intended that part of this authority will be utilised for
the purposes of the Placing. The Conditional Placing is conditional, inter alia,
on shareholders voting in favour of resolutions to this effect at the EGM. The
Directors, who hold 3% of the current issued share capital, have confirmed they
will vote in favour of the resolutions and intend to apply to subscribe for
27,000 shares.



Progress on the development of the Phulbari Coal Project ('Phulbari Project' or
the 'Project), Bangladesh

• 572 million tonne high quality Coal Resource defined to JORC Code
with approximately 93% in Measured and Indicated categories

• Drilling results and Geophysics suggest that the coal basin extends
further southward and thus remains open

• Diverse product mix with Thermal and Semi Soft Coking Coal

• Comprehensive Study completed for 15Mtpa of saleable coal

• Projected life-of-mine is greater than 30 years

• Rail and river barge routing and port infrastructure requirements
have been established for coal export

• Environmental Site Clearance obtained for the Project from the
Government of Bangladesh ('GoB') in September 2005

• Feasibility Study and Scheme of Development submitted to the GoB in
early October 2005

• Anticipated mining operations to start in late 2006 with first coal
to be extracted in 2008. Full production is anticipated to occur in 2013

• Estimated life-of-mine operating costs for the Project of less than
US$25 per tonne of coal to point of sale

• Market studies carried out by the Company's consultants indicate that
the Project would be positioned in the lowest quartile cost producers in the
world export seaborne trade



Next Steps

•          Commence initial development activity

•          Final Project approval from the GoB (following assessment of the
           Feasibility Study and Scheme of Development)

•          Completion of the Banking Project Information Memorandum

•          Project Funding



Commenting on today's announcement, the Company Chairman, Chris Eager said;



'Significant progress has been made with the overall development and funding of
the Phulbari Coal  Project.  This Placing will enable us to continue to take
Phulbari to its next stage of development while we finalise the overall funding
of the Project. This process will commence in 2006.'



JPMorgan Cazenove Limited ('JPMorgan Cazenove') is acting as sole bookrunner for
the Placing. The proposed issue of Placing Shares will be at a price established
through an institutional Bookbuilding Process. Potential participants will be
invited to tender for Firm Placing Shares and Conditional Placing Shares on a
pro-rata basis, such that each Placee offering to subscribe Placing Shares
would, in the event of such offer being accepted in full, be entitled to
subscribe Placing Shares split between Firm Placing Shares and Conditional
Placing Shares in the same proportion as other successful applicants. It is
expected that the books will close no later than 4:30pm on 29 November 2005 and
pricing and allocations are expected to be set and announced on or before 8.00am
on 30 November 2005. JPMorgan Cazenove reserves the right to close the
Bookbuilding Process and announce pricing and allocations at any earlier or
later time. The Placing will take place in accordance with the terms and
conditions set out in the Appendix to this announcement.

The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing Ordinary Shares in the share capital of Asia
Energy, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue, and the Company confirms that no
such dividend or declaration will be made prior to the date of admission of the
Conditional Placing Shares (or termination of the Placing Agreement, if
earlier). Application will be made for the Placing Shares to be admitted to
trading on AIM.

Settlement for any Firm Placing Shares issued pursuant to the Placing as well as
admission to trading on AIM will take place on 5 December 2005. In respect to
the Conditional Placing, settlement will be conditional, inter alia, on
shareholder approval of the necessary resolutions at the EGM and it is currently
expected that such settlement as well as admission to trading on AIM will take
place on 23 December 2005 following approval of the resolutions at the EGM.

This summary should be read in conjunction with the full text of the following
announcement.

A presentation for analysts and investors will take place at 9.30 am on 29
November at JPMorgan Cazenove 20 Moorgate London EC2R 6DA.



Enquiries


Asia Energy PLC                           Tel: [phone]

David Lenigas - Joint Managing Director
Michael Frayne - Joint Managing Director

JPMorgan Cazenove                         Tel: [phone]

Michael Wentworth-Stanley
Jonathan Wilcox

Parkgreen Communications                  Tel: [phone]

Justine Howarth
Cathy Malins


Asia Energy Plc



Asia Energy PLC ('Asia Energy' or the 'Company') announces a cash placing to
raise approximately US$52 million (before expenses) to fund certain initial
development activities, purchase of start up capital equipment and place
deposits to secure long lead time capital equipment for the next phase of the
Phulbari Project's development.



1.             Introduction



Asia Energy today announces its intention to raise approximately US$52m (before
expenses) by way of a placing of new Ordinary Shares (the 'Placing Shares') with
institutional investors. Under the Placing, 4,143,976 new Ordinary Shares are
available to be placed firm (the 'Firm Placing Shares') and an additional number
of new Ordinary Shares (the 'Conditional Placing Shares') are available to be
placed subject to shareholder approval at the EGM to be convened for 22 December
2005. The precise number of Conditional Placing Shares will be determined such
that the gross proceeds arising from the Placing amount to approximately US$52m.
Based on last night's closing share price of 470 pence, the Placing would
represent approximately 15.5% of Asia Energy's existing issued share capital.
The proposed issue of the Placing Shares will be at a price established through
an institutional Bookbuilding Process and the Placing is not underwritten.



The Placing marks the next stage in the Company's financing strategy for the
development through to production of the Phulbari Project. The proceeds from the
Placing will be used to fund certain initial development activities, purchase
start up capital equipment and make deposits to secure long lead time capital
equipment.



Background



Asia Energy is a London-based AIM quoted company whose primary activity is the
development of the coal basin at Phulbari in Northwest Bangladesh into an open
pit coal mine through its wholly owned subsidiary Asia Energy Corporation
(Bangladesh) Pty Ltd, which is Asia Energy's contracting entity in Bangladesh.



The Company was incorporated in the UK in September 2003 and its shares were
admitted to the London Stock Exchange's AIM in April 2004.  At the same time
approximately £14 million was raised through placings of Ordinary Shares. These
proceeds enabled the Company to embark on a Definitive Feasibility Study ('DFS')
of the Phulbari Coal Project. A Scheme of Development Report which includes a
Feasibility Study for the Government of Bangladesh ('GOB') ('Scheme of
Development') has been submitted to the GOB as per the Company's contractual
obligations.



As indicated in the Scheme of Development, the Company's objective is to start
mining activity in 2006 adhering to the highest national and international
environmental and social standards. At full production, the mine is expected to
produce 15 million tonnes a year of mostly export quality thermal and
metallurgical coal.



Exploration and mining contract



Asia Energy Corporation (Bangladesh) Pty Ltd has a contract with the GoB for
exploration and mining of coal in Northern Bangladesh. The Contract (11/C-94)
was originally made by and between the GoB and BHP Minerals International
Exploration Inc. ('BHP') on 20 August 1994, (the 'Contract'). BHP explored the
area during the years 1995-1997 and confirmed the presence of coal.



With the agreement of the GoB, in February 1998 BHP assigned the Contract in
full to Asia Energy Corporation (Bangladesh) Pty Ltd, together with the coal
exploration licences for the B and G areas which contains a majority of the coal
resources. Asia Energy Corporation (Bangladesh) Pty Ltd was also granted an
exploration licence for Area H, covering the Northern extent of the coal basin
in 2002. The GoB granted a mining lease in April 2004 over Area B.



 Under the Contract and the Mines and Minerals Rules of Bangladesh, the Company
is able to make additional applications requesting extensions to the Project
area which will also be subject to the Contract.



In June 2004, Asia Energy applied for additional exploration licences over part
of the Project area as a way of establishing rights to certain co-products, such
as silica sand, gravel and kaolin that may be recovered from the overburden
material removed to access the coal.  It also applied for exploration licences
and a mining lease over several adjoining tenements to further explore
extensions to the coal basins and in order to assess additional mining options.
A summary of Asia Energy's mining leases and exploration licences granted, under
conversion and under application is detailed below:


Licence Title                                            Area ( ha )        Status

Coal Mining Lease Area 'B'                                  1,921           Granted

Exploration Licence Area 'G' for mine development           1,447           Granted
and infrastructure

Exploration Licence area G, Coal Mining Lease               1,447           Under conversion

Exploration Licence Area 'H'                                2,112           Granted

Exploration Licence Area 'H', Coal Mining Lease             2,112           Under conversion

Exploration Licence Area 'I' for mine development           10,371          Under application
and extension of Phulbari Coal Basin

Exploration Licences 'J' to 'Q' covering various                            Under application
potential co-products from overburden

Exploration Licence Area 'T'                                1,775           Under application

Coal Mining Lease Area 'U'                                   286            Under application

Total area for approved coal licences and coal              17,912
lease and new application areas


The Contract contains an Investment Agreement which specifies certain investment
incentives for the Company covering the key Project areas of importation,
marketing and coal export, choice of suppliers and contractors, banking and
currency arrangements and tax benefits. The Contract's stability clause states
that the Company is protected from any adverse changes that might otherwise be
made to the terms of the Investment Agreement by GoB under their powers as
provided in Article 5 to the Foreign Investment (Promotion and Protection) Act
1980. However, the Company is entitled to the benefit from any changes to the
Bangladeshi tax regime or other legislation that have a positive impact on the
Project.



The Contract also states that on commencement of commercial production of coal,
Asia Energy will be obliged to pay the GoB, every six months, a royalty of 6% of
the sale value of all coal produced and sold in the preceding six months
pursuant to a mining lease.



Scheme of Development



In accordance with the Contract, the granting of Area B mining lease in April
2004, triggered an obligation on Asia Energy to complete the Scheme of
Development within two years. The Company submitted the Scheme of Development to
the Director of the Bureau of Mineral Development at the Ministry of Energy in
Dhaka on 2 October 2005, six months ahead of schedule. The Company employed the
services of more than twenty leading international and Bangladeshi companies and
consultants to undertake the study.



The Contract requires that the Scheme of Development contains certain specific
information, subject to which the GoB has three months from submission to
approve the Scheme of Development. In the event that the GoB approval is not
received under the Contract, the Company will work with the GoB and seek to
address the issues preventing approval.



The GoB has formed a technical committee to review the Scheme of Development.
The GoB is also in the process of drafting a Coal Policy that will provide the
vision and guidance for the emerging coal sector.  Asia Energy has provided
input to the Coal Policy and the GoB has stated publicly its intention to see
coal become an important new energy source for the country.

To date the Company has not received any indication from the GoB that the Scheme
of Development will not be approved within the three month period. Once the
Scheme of Development is approved by the GoB, Asia Energy will have 36 months to
commence mining operations.



The Company is finalising the Definitive Feasibility Study which will be used to
support the banking project information memorandum for the project finance
process.  It is proposed that the project finance will be used to fund further
development of the Project. This process is expected to start in Q1 2006.  The
DFS will be a culmination of all the studies and work the Company and its
consultants and advisers have been preparing to date and will comprise of a
number of reports detailing:





• Resource Definition - includes exploration drilling, coal sampling,
resource modelling

• Groundwater investigation - includes water drilling and groundwater
modelling

• Mine Design - includes pit planning, equipment selection, materials
handling, mine rehabilitation, mine infrastructure, water management and '
Life-of-Mine Financial Model'

• Processing - includes coal processing concept studies, product
definition, coal plant design and co-products plant design

• Marketing - includes coal specification, coal marketing survey, coal
sales revenue model and co-product specification, marketing survey and sales
revenue survey

• Environment and Social Studies - includes surface water modelling,
noise monitoring, town planning, resettlement action plan and land procurement
plan

• Land and Data Management - includes a land Geographical Information
System and database administration

• Infrastructure - includes rail and roads at the Phulbari site, coal
shipments and rail transport, Life-of-Mine power generation, surface water
management and town design issues.



Environment and Social Impact



Environmental clearance for the Project was granted by the Department of
Environment of the GoB in September 2005. The Company is committed to meeting
the highest standards in environmental and social management.  It has used and
will continue to use specialist employees and consultants to manage this
process. During 2004 and 2005, the Company engaged and managed these specialist
consultants to prepare both the Environmental Impact Assessment ('EIA') as
required by the GoB and the Environmental and Social Impact Assessment ('ESIA')
in line with international standards.  All work has been carried out to the
standards set by the World Bank/International Finance Corporation ('IFC'), the
Asian Development Bank ('ADB') and to the Equator Principles of the IFC. The
work has also followed the IFC's environmental and social safeguard policies
with respect to the World Bank's specific guidelines on coal mining.



Resettlement Plan



The Directors are aware that proper management of the resettlement process is a
key issue for the successful implementation of the Project.  The Company has an
ongoing consultation process with the communities which may be affected and
maintains an information centre in Phulbari. Included in the EIA is the
Resettlement Plan which defines Asia Energy's commitment to ensure that people
who are relocated as a result of the mine are resettled and rehabilitated and
compensated fairly and fully.



Project Benefits for Bangladesh



The Directors believe the Phulbari Project is a major foreign investment for
Bangladesh. When production starts, Phulbari is expected to feed coal to Asia's
major seaborne and Bangladesh's domestic markets. The mine should significantly
boost the country's economy through job creation and regional infrastructure
enhancement.



As outlined in the Scheme of Development, the GoB will earn revenues from
royalties, taxes, service and freight charges and port dues. The Project will
directly employ over 1,200 people on a long term basis and should create
substantial additional indirect employment in Bangladesh.



Asia Energy has also submitted to GoB a proposal to establish a 500 MW
coal-fired power plant at the Phulbari mine site in October 2005. The Directors
view this as a separate project to be independently funded and managed. Asia
Energy currently intends to attain a free carried interest in the power project
together with suitable off-take agreements for Phulbari's domestic thermal coal
and favourable electricity supply rates.



2.                   Reasons for the Placing



The expected proceeds from the Placing of approximately US$50 million (after
expenses) represents approximately one third of next year's anticipated
expenditure and will be used to fund the next phase of the Company's initial
development activities, the purchase of start up capital equipment and the
placing of deposits to secure long lead time capital equipment.  The current
intention of the Directors is to apply the net proceeds from the Placing to the
following items in approximate amounts:


Item                                                            US$millions

Mining Equipment and Deposits                                       23

De-watering                                                          8

Administration & Development                                         9

Resettlement & Community                                            10

Total Use of Funds                                                  50



•   Mining Equipment and Deposits - The Company will purchase equipment
and place deposits to secure key mining equipment expected for delivery in Q4
2006, following payment of the balances due.

•   Dewatering - The Company will purchase pumps and associated equipment
to commence dewatering of the aquifers found in the shallow sands and gravels
overlying the coal measures.

•   Administration and Development Costs - The Company will continue to
build its project development team and commence detailed mine planning and
production scheduling and establish appropriate support facilities.

•   Resettlement and Community - Following GoB approval, the Company will
commence the process of acquiring the land needed for the purpose of the
Project, initially focusing on construction of a model village and areas for
initial mine workings and infrastructure.



The Directors believe that this additional capital will provide the Company with
flexibility in the timing of discussions with, and securing project finance
from, interested parties.



3.             The Placing



3.1                Details of the Placing



It is proposed that the Placing will be undertaken by the placing of new
Ordinary Shares with institutional investors. Under the Placing, 4,143,976 new
Ordinary Shares are available to be placed firm and an additional number of new
Ordinary Shares are being placed subject to shareholder approval at the EGM to
be convened for 22 December 2005. The precise number of Conditional Placing
Shares of the Placing will be determined such that the gross proceeds arising
from the Placing amount to approximately US$52m.  The Firm Placing Shares will
be placed with the same institutional investors as the Conditional Placing
Shares and the allocation of Placing Shares between Firm Placing Shares and
Conditional Placing Shares will be on a pro-rata basis, such that each Placee
offering to subscribe Placing Shares would, in the event of such offer being
accepted in full, be entitled to subscribe Placing Shares split between Firm
Placing Shares and Conditional Placing Shares in the same proportion as other
successful applicants. If approved by shareholders and the Conditional Placing
Shares are admitted to trading, the Conditional Placing Shares will have
identical rights to the Firm Placing Shares and those of existing Ordinary
Shares. Based on last night's closing share price of 470 pence, the Placing
would represent approximately 15.5% of Asia Energy's existing issued share
capital.



The proposed issue of the Placing Shares, which is not underwritten, will take
place at a set price which will be established through an institutional
Bookbuilding Process.



The gross proceeds of the Placing are expected to be approximately US$52m before
deduction of the commission, fees and expenses of approximately US$2m which are
expected to be payable by the Company in connection with the Placing.



Bookbuild



To enter a bid into the Bookbuilding Process, institutional investors will be
required to communicate their bid to JPMorgan Cazenove, specifying the number of
Placing Shares which it wishes to offer to subscribe and any price limit to
which its offer to participate is subject.  The Placing Price will ultimately be
established by the Company and JPMorgan Cazenove following closure of the books.
Institutions participating in the Placing will receive both the Firm Placing
Shares and Conditional Placing Shares in each case subject to the satisfaction
of the conditions contained in, and the non-termination of the Placing
Agreement. Preferential treatment in the allocation process will be given to
existing institutional shareholders. The Placing Shares will be allocated pro
rata between the Firm Placing and the Conditional Placing.  The Conditional
Placing will be subject to shareholder approval of the resolutions to be passed
at the EGM but the Firm Placing will not. It is expected that the books will
close no later than 4:30pm on 29 November 2005 but may be closed earlier or
later at the discretion of JPMorgan Cazenove.  An announcement detailing the
placing price and the proceeds will be made as soon as practicable after the
close of the Bookbuilding Process.



Settlement



When admitted, the Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue. Application will be made for the Placing Shares to be
admitted to trading on AIM.



It is currently expected that settlement for any Firm Placing Shares acquired as
well as admission to trading on AIM will take place on 5 December 2005. In
respect of the Conditional Placing, settlement will be conditional , inter alia,
on shareholders approving the necessary resolutions at the EGM and it is
currently expected that such settlement as well as admission to trading on AIM
will take place on 23 December 2005.



Full details of the terms and conditions of the Placing are set out in Appendix
A. Placees participating in the Placing will be deemed to have read and
understood the full terms and conditions relating to the Placing and to be
participating on the basis that they accept these in full.



3.2          Placing Agreement



The Company has entered into an agreement with JP Morgan Cazenove and J.P.
Morgan Securities Ltd under which JP Morgan Cazenove has, on the terms and
subject to the conditions set out therein, undertaken to use all reasonable
endeavours to seek to arrange Placees for the Placing Shares.



The obligations of JP Morgan Cazenove and J.P. Morgan Securities Ltd under the
agreement are conditional upon, inter alia, (i) in respect of obligations
relating to Conditional Placing Shares and Firm Placing Shares separately,  the
Warranties given by the Company being accurate and not misleading at all times
up until the admission of all the Placing Shares; (ii) in relation to its
obligations relating to all Placing Shares, admission of the Firm Placing Shares
to AIM occurring no later than 8.00am on 5 December 2005 and (iii) in relation
to its obligations in relation to the Conditional Placing Shares only, the
passing of the resolutions at the EGM and admission of the Conditional Placing
Shares to AIM occurring no later than 8.00am on 23 December 2005.



Further, JP Morgan Cazenove and J.P. Morgan Securities Ltd may terminate the
Placing Agreement, inter alia, for breach of warranty by the Company or if there
has been a material adverse change in the financial or trading position or
prospects of the Company's group taken as a whole.



3.2                Director's participation



Directors have committed to apply to participate in the Placing, as follows:


Directors                                Participation in Placing
                                         (total number of shares)

David Lenigas                                  10,000

Michael Frayne                                 10,000

Gary Lye                                        2,000

Jonathan Malins                                 5,000

Total                                          27,000



3.3                Placing authority



Asia Energy has an authorised share capital of £20,000,000 divided into
200,000,000 Ordinary Shares of 10p each.  As at 28 November 2005, Asia Energy
had issued 41,164,357 of such shares.



On 30 March 2004, prior to the Company being admitted to AIM, the shareholders
of the Company passed  resolutions which authorised the Directors to allot and
grant rights to subscribe for shares of the Company up to a maximum of
30,000,000 shares on a non pre-emptive basis including shares issued on the date
of  admission to AIM,with such authority expiring five years after the passing
of the resolutions. On the date of admission to AIM,18,602,636 further Ordinary
Shares were subscribed for. Subsequently, 3,561,719 Ordinary Shares have been
issued pursuant to options and warrants. As at 28 November 2005, there remains
an existing unused authority to issue on a non pre-emptive basis 4,143,976 new
Ordinary Shares representing 10.07% of the existing issued share capital of the
Company and 9.28% of the issued share capital of the Company including
unexercised options and warrants, prior to the Placing.  It is proposed that
these 4,143,976 shares will be deemed to be the Firm Placing Shares.



Asia Energy is also today posting a notice to shareholders convening the EGM to
seek approval for the non pre-emptive issue of 10% of the enlarged issued share
capital.  It is intended that part of this authority will be utilised for the
purposes of the Placing. The Conditional Placing is conditional on shareholders
voting in favour of the resolutions at the EGM. The Directors who hold
approximately 3% of the current issued share capital have also confirmed they
will vote in favour of the participation and intend to apply to subscribe for
27,000 shares.



The Placing Shares will rank pari passu in all respects with the existing
Ordinary Shares as well as rank in full for all dividends and other
distributions declared, made or paid on the Ordinary Shares after the admission
to trading on AIM.



4.             Funding Strategy



Based on the current Life-of-Mine Financial Model estimates, it is anticipated
that the Company will have a total funding requirement  of approximately US$
1.07 billion (excluding financing costs) prior to the Project becoming cash flow
positive during the third year of coal production in 2010. This anticipated
total funding requirement consists of direct capital expenditure of
approximately US$850 million and start up net operating costs of approximately
US$220 million to be expended prior to 2010. This estimate is also based upon a
weighted average coal price of US$50 per tonne. These estimates are provisional
and will continue to be optimised by the Company, in conjunction with its
bankers and consultants, prior to finalisation of the banking information
memorandum.



The profile of the total required funds is estimated to be approximately as
follows: 14% for 2006, 44% in 2007, 34% in 2008 and 8% in 2009. The equity/debt
split has not yet been determined.



The Company appointed Barclays Capital in August 2004 as its financial advisors.
The Company is continuing to evaluate a number of finance options including but
not limited to equity, project debt, debentures, convertible debentures, export
credit agencies, multi and bi-lateral agencies, off-take agreements and joint
venture partners.



The Directors believe that the final financing structure for the Project will be
determined after completion of the DFS and as part of the project finance
process to be undertaken in 2006.



While there remains flexibility in the final composition of the financial
structure, the Directors intend it will be in line with general project finance
structures as adopted for projects of this scale.



The Company has also received a number of approaches from major coal producers,
coal consumers and coal trading partners who have all expressed interest in
participating in the further development of the Project.



5.             Overview of the Project



5.1          Resources and Reserves



The estimated coal resources of the project in accordance with Australia's Joint
Ore Reserve Committee ('JORC') standards have been confirmed as 572 million
tonnes. Project life-of-mine is greater than 30 years.  The overburden also
contains potentially valuable co-products including kaolin, aggregate, clay and
sand.



An intensive programme of drilling and geophysical testing was conducted as part
of the DFS and completed in June 2005. The work was managed and supervised by
GHD Pty Ltd, an Australian based consultancy, whilst drilling was undertaken by
Drillcorp Sdn Bhd (Malaysia) and by Falgu Sandhani (Bangladesh).  The drilling
achieved over 100 boreholes located throughout the coal deposit.  A large number
of core samples were transported to the laboratories of ACIRL Pty Ltd in
Brisbane, Australia and tested to confirm the quality of the coal.  The
comprehensive database established was sufficient to define the resource to JORC
standard classification. The JORC Code estimates were signed off by GHD's
geology specialist Mr Frans Bos, MSc. FAusIMM (CP) as the Competent Person and
his latest report in August 2005 put the resources at 572 million tonnes which
is comprised of the following:


Category                                                  Tonnes (millions)

Measured                                                                288

Indicated                                                               244

Inferred                                                                 40

Total                                                                   572



Five coal seams were identified: Top, Upper, Main, Lower and Base. Of these, the
most significant are the Upper and Main seams which account for approximately
90% of the JORC resources. The position of the Upper and Main seams influences
the mining method. They are generally dipping at approximately 6degrees west to
east and in the north-south direction they dip at approximately 4degrees towards
a central low point.  The total coal thickness from the drilling information
within the planned mining area varies between 20-65 metres in combined
thickness, located some 165-270 metres beneath the surface. The deposit is
characterised as deep multiple seam and moderately dipping and the near
horizontal nature of the coal structure makes it suitable for excavation using
conventional mining methods that progress in a staged fashion from one end of
the deposit to the other.



Mining studies assessing recoverable coal have been included in the DFS. These
consider the Measured and Indicated and Inferred Resources that lie within the
pit shell that has been defined on the basis of mine design, physical and
economic parameters.  Marketable Coal recoveries are computed after allowing for
coal losses and dilution plus recovery through the coal processing plant. The
Marketable Coal recovered has been assessed as totalling 431 million tonnes.  A
JORC statement has also been prepared which reconciles the Measured Indicated
and Inferred resources and quotes 401 million tonnes of 'Marketable Open Cut
Reserves'. The 30 million tonne difference is due to small quantities of
Inferred Resources and other coal, which has been included in the practical pit
design (in particular at the south end and on the margins) and hence will be
mined in any case but cannot be quoted as a 'reserve' by JORC standards. The
estimate was completed by Paul Westcott BE (Mining, Hons) FAusIMM, CPMin, MMICA,
MAIME, who is a director and full time employee of MineConsult Pty Ltd.  He has
sufficient experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity he is undertaking to qualify
him as a Competent Person as defined in the JORC Code.



5.2          Development of the Open Pit Mine



The coal will be mined by the open pit method using truck and shovel.
Underground mining was rejected due to poor resource recovery, as this would
have reduced the mineable coal to as little as 50 million tonnes.  There was
also a major concern over flooding of any underground workings due to the close
proximity of the overlying aquifer sequence.  Open cut methods generally ensure
greater coal recovery of  the resource and groundwater management through
pumping will ensure safe dry production conditions.



Current schedules indicate a life-of-mine of over 30 years with an expected
average rate of mining of 16 million tonnes of Run-of-Mine (ROM) coal per annum
once in full production, which will yield 15 Mtpa of product coal at an average
strip ratio of 7.5 bcm/t (bank cubic metres of overburden per tonne of coal
mined). A small quantity of overburden is scheduled to be removed in late 2006
with the majority of overburden excavation commencing in 2007.



Timely GoB approval will enable mining activity to commence in late 2006 with
first coal expected to be produced in 2008 and full production anticipated in
2013.



5.3          Life-of-Mine Operating Costs



The Company's current estimates of the Project indicate that total life-of-mine
operating costs equate to less than US$25 per tonne of coal to point of sale.



Market studies by the Company's consultants indicate that Phulbari would be
positioned in the lowest quartile cost producers in the world export seaborne
trade.



5.4          Products



A comprehensive analysis of all exploration slim-core samples and the two Large
Diameter core samples specifically extracted to determine representative coal
quality across the major coal seams was undertaken by ACIRL Ltd in Australia,
under the supervision of Asia Energy's coal evaluation consultant, QCC Resources
Pty Ltd ('QCC'). QCC has determined that through conventional, efficient coal
washing and preparation processes, the Phulbari ROM coal is capable of yielding
a wide range of coal products with differing levels of ash and energy.  QCC has
defined the quality parameters for three products categories - Export Thermal
Coal ('ETC'), Low Ash Metallurgical Coal ('LAMC') to be marketed as a Semi-Soft
Coking Coal ('SSCC') and Domestic Thermal Coal ('DTC').


Typical specification of the export products expected to be produced are
illustrated below:


                             Phulbari Export Coal Product Specifications
                                             Provisional


Typical Specification               Unit of          Analysis          Low Ash          Export
                                  Measurement          Basis        Metallurgical       Thermal
                                                                        Coal              Coal
                                                                        LAMC               ETC

Total moisture                              %              ar            10.0             8.5
Proximate analysis                          %              ad   
                         Moisture                                         2.8             2.4
                         Ash                                              6.8            12.0
                         Volatile matter                                 33.7            31.4
                         Fixed carbon                                    56.7            54.2
Total sulphur                               %              ad            0.75            0.80
Chlorine                                    %              ad            0.02            0.02
Phosphorus                                  %                            0.03            0.04
Hardgrove grindability index                                               45              43
Crucible swelling No                                                        4               1
Top Size                                   mm                              50              50
Specific energy 

                         Gross:         kcal/kg            ad            7420            6930
                         Net:           kcal/kg            ar            6580            6240
Nitrogen                                    %             daf             1.8             1.8
Analysis of ash                             % 
                         SiO2                                              47              48
                         Al203                                             37              40
                         Fe203                                            6.5             5.3
                         CaO                                              0.9             0.4
                         MgO                                              0.2             0.2
                         Na2O                                             0.1             0.1
                         K2O                                              0.9             0.7
                         TiO2                                             5.6             3.4
                         Mn3O4                                           0.01            0.01
                         P2O5                                            1.10            0.73
                         SO3                                              0.1             0.1
Ash fusibility           Hemisphere   degreesC,red,atm                   1550           >1600
                                                        ar: as received
                                                        ad: air dried
                                                        daf: dry ash free


Output of all products will vary slightly from year to year in line with the
mine plan and natural in-situ quality variation, but in most years the product
mix from the 15 million tonnes expected to be produced per year will be as
follows:


•          60% ETC
•          20% SSCC; and
•          20% DTC



Phulbari Export Thermal Coal



Thermal Coal is primarily used in coal fired power generation and in raising
heat for industrial processes such as cement clinker. Phulbari ETC has been
found to rank highly in terms of those characteristics which maximise combustion
efficiency. It has high energy, low moisture, low ash, manageable volatiles,
high fixed carbon and benign ash chemistry.



Phulbari Low Ash Metallurgical Coal



Metallurgical coals are mainly used to produce coke for blast furnace input in
the integrated iron and steel industry worldwide. SSCC is blended with higher
priced Hard Coking Coal to make cost effective coke.



The key qualities of Phulbari LAMC are its low ash and mid-range phosphorus.
Phulbari also has a major freight advantage to the Indian market in terms of
distance and costs, compared to competing suppliers.



Phulbari Domestic Thermal Coal



DTC can be produced from the coal washing and preparation process with varying
levels of ash from 19% up to 33% and consequent reduced energy content. Phulbari
DTC will be an ideal fuel for additional coal fired electricity generating
capacity in Bangladesh to help meet the country's growing power demand. In
addition there is a significant opportunity to supply coal to the Bangladesh
brick-making industry.



Co-Products



Co-products available are gravel, kaolin and silica (glass) sand.  Also
available are clay for brick-making, construction sand, and hard rock for
aggregate and dimension stone. There are domestic markets for these products,
particularly gravel and clay for bricks.



Transportation of the coal



It is intended that the bulk of the coal will be transported by rail to a
loading terminal at or near the River Port of Khulna, some 360 km from the mine.
It will then be barged 100km down the Pussur River or Sibsa River to a floating
terminal in a sheltered anchorage near the Bay of Bengal at Akram Point from
where it will be loaded onto ocean going bulk carriers. Some exports to India
will also be transported and delivered on the same rail corridor via the land
port of Darsana on the India/Bangladesh border, and from there to consumers in
the nearby Indian states of West Bengal, Bihar and Orissa. Significant
infrastructure upgrading will be required and the Company has budgeted
accordingly.



6.0          Marketing Strategy



Of the 15 million tonnes of saleable coal expected to be produced in any one
year, it is anticipated that an average of 9 million tonnes will be Export
Thermal Coal, 3 million tonnes will be Low Ash Metallurgical Coal (SSCC) for
export and 3 million tonnes will be Domestic Thermal Coal.



Market research by Asia Energy's consultants has confirmed that Phulbari coals
are similar in specifications to a number of well-established export brands and
the export coal will be attractive to international buyers seeking to diversify
their sources of supply. The Project's anticipated low production costs,
comfortably in the lowest cost quartile, and proximity to growing regional
markets for thermal and metallurgical coal, especially India, are added
strategic advantages.



Discussions and briefings on the Phulbari Project have been initiated with
potential off-takers and agents in various Asian markets. The Directors
anticipate that off-take commitments, at the Letter of Intent or Memorandum of
Understanding stage, will be pursued during the first part of 2006 as part of
the project finance process.



Asia Energy does not proffer a particular view of future coal prices.  The
Directors believe that low operating costs and locational advantage are vital to
maximising margins and staying profitable in all market conditions, and believe
that the Phulbari Project has both of those attributes.



Important Notice



This announcement has been issued by, and is the sole responsibility of Asia
Energy plc.



Members of the general public are not eligible to take part in the Placing. In
the United Kingdom, this announcement, in so far as it constitutes an invitation
or inducement to participate in the Placing, is directed exclusively at persons
who have professional experience in matters relating to investments who fall
within:



(i)            article 19(5) (investment professionals) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the
'Order') or are persons falling within article 49(2)(a) to (d) (high net worth
companies, unincorporated associations etc) of the Order (all such persons
together being referred to as 'relevant persons'); and

(ii)           section 86(7) (Qualified Investors) of Financial Services and
Markets Act 2000



This announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to which this
announcement or the Placing relates is available only to relevant persons and
will be engaged in only with relevant persons. As regards all persons other than
relevant persons, the details of the Placing and the Bookbuilding Process set
out in this announcement are for information purposes only.



JPMorgan Cazenove is acting for Asia Energy plc and no one else in connection
with the offer and will not be responsible to any other person for providing the
protections afforded to their respective clients, or for providing advice in
relation to the proposed offer.



This announcement is not an offer for sale of the securities in the United
States, and the securities may not be sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended.



This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia, Japan, France, New Zealand or the Republic of
Ireland. This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire ordinary shares in the capital of
Asia Energy plc in the United States, Canada, Australia, Japan, France, New
Zealand or the Republic of Ireland or any jurisdiction in which such an offer or
solicitation is unlawful. No public offering of securities will be made.


                Appendix A - Terms and Conditions of the Placing

                                    APPENDIX

                               TERMS & CONDITIONS

         IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING



MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE
ANNOUNCEMENT AND THIS APPENDIX (OF WHICH IT FORMS PART) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO: (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER') OR ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; AND (B) ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000; AND (C)
HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY JP MORGAN CAZENOVE LIMITED
(SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS').  THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART
CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN
ASIA ENERGY PLC.



If you have been invited and choose to participate in the Placing by making an
oral offer to acquire Placing Shares you will be deemed to have read and
understood this Appendix and the announcement of which it forms part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties and acknowledgements, contained in
this Appendix.  In particular you represent, warrant and acknowledge that you
are a Relevant Person. Further, you represent and agree that you are either (a)
a qualified institutional buyer (as defined in Rule 144A under the Securities
Act) or (b) you are outside the United States and are subscribing for Placing
Shares in an 'offshore transaction' (within the meaning of Regulation S).  See '
Representations and Warranties' elsewhere in this Appendix for further
representations and warranties you will be deemed to make by participating in
the Bookbuilding.



This Appendix and the announcement of which it forms part do not constitute an
offer to sell or the invitation or solicitation of an offer to buy or subscribe
for ordinary shares in the capital of  Asia Energy plc ('Asia Energy' or the '
Company') in the United States, Canada, Australia, Japan, France, New Zealand,
the Republic of Ireland or in any jurisdiction in which such offer or
solicitation is unlawful (the 'Restricted Jurisdictions') and the information
contained herein is not for publication or distribution, directly or indirectly,
to persons in any Restricted Jurisdiction.  In particular, this appendix and the
announcement of which it forms part are not an offer for sale of the securities
in the United States, and the securities may not be sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended.  The relevant clearances have not been, and nor will
they be, obtained from the securities commission of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Registrar of Companies in the
Republic of Ireland or the Japanese Ministry of Finance; and the Placing Shares
have not been, and nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of Canada,
Australia, the Republic of Ireland or Japan.  Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia, the Republic of Ireland or Japan or any other
jurisdiction outside the United Kingdom and Jersey.  Overseas Shareholders
(including, without limitation, nominees and trustees) who have a contractual or
other legal obligation to forward a copy of this Appendix or the announcement of
which it forms part to a jurisdiction outside the United Kingdom should seek
appropriate advice before taking any action.



The distribution of this announcement and the placing of Ordinary Shares in
certain other jurisdictions may be restricted by law.  No action has been taken
by JP Morgan Cazenove or the Company that would permit an offer of such ordinary
shares or possession or distribution of this announcement or any other offering
or publicity material relating to such ordinary shares in any jurisdiction where
action for that purpose is required.  Persons into whose possession this
announcement comes are required by JP Morgan Cazenove and the Company to inform
themselves about and to observe any such restrictions.



Details of the Placing Agreement and the Placing Shares



JP Morgan Cazenove has been appointed as sole bookrunner to the Placing.



JP Morgan Cazenove and J.P. Morgan Securities Ltd. ('JPMSL') have entered into
the Placing Agreement with the Company under which JP Morgan Cazenove has, on
the terms and conditions set out therein, undertaken to use all reasonable
endeavours to seek to arrange Placees for new Ordinary Shares (the 'Placing
Shares').  Under the Placing 4,143,976 of the Placing Shares are available to be
placed firm (the 'Firm Placing Shares') and an additional number of new Ordinary
Shares (subject to the maximum amount comprised in the authorities in the
Shareholder Resolutions) are available to be placed subject to shareholder
approval at the EGM (the 'Conditional Placing Shares).  The Placing is not being
underwritten.



The Firm Placing Shares and the Conditional Placing Shares are to be placed on a
pro-rata basis, such that each Placee offering to subscribe for Placing Shares
would, in the event of such offer being accepted in full, be entitled to
subscribe for Placing Shares split between Firm Placing Shares and Conditional
Placing Shares in the same proportion as other successful applicants.



The Placing Shares will, as from the date when they are issued, rank pari passu
in all respects with the existing Ordinary Shares of 10 pence each in the
capital of the Company, and will be allotted and issued fully paid up under the
Placing together with the right to receive all dividends and other distributions
declared, made or paid in respect of such ordinary shares after the date of
issue.  The Company has undertaken in the Placing Agreement not to make or
declare any dividends in respect of Ordinary Shares before the date of admission
to trading on AIM of the Conditional Placing Shares (or if earlier the date of
termination of the Placing Agreement).



Admission



Application for all the Placing Shares to be admitted to trading on AIM will be
made. Settlement for any Firm Placing Shares issued and allotted pursuant to the
Placing will take place on admission of such shares to trading on AIM which is
expected to be 5 December 2005.  Settlement for any Conditional Placing Shares
issued and allotted pursuant to the Placing will, subject to the approval of the
Shareholder Resolutions, take place on the date of admission of such shares to
trading on AIM which is expected to be 23 December 2005.



In this Appendix, unless the context otherwise requires, 'Placee' or 'you' means
a Relevant Person (including individuals, funds or others) on whose behalf an
offer to subscribe for Placing Shares has been, or is proposed to be, given.



Bookbuild



Commencing today, JP Morgan Cazenove will be conducting an accelerated
bookbuilding process (the 'Bookbuilding Process') to determine demand for the
Placing Shares.  This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Bookbuilding Process.  No commissions
will be paid to Placees or payable by Placees in respect of any Placing Shares.



Participation in the Bookbuilding Process



Only Relevant Persons who are invited to do so may participate in the
Bookbuilding Process.  Invitations to participate will be made by telephone
through usual sales contacts at JP Morgan Cazenove.  If you are invited to
participate, your allocation (if any) of Firm Placing Shares and Conditional
Placing Shares will be confirmed to you orally following the close of the
Bookbuilding Process and contract notes confirming your agreement to subscribe
for Firm Placing Shares and your agreement to subscribe for Conditional Placing
Shares will be dispatched as soon as possible thereafter.  JP Morgan Cazenove's
oral confirmation to you will constitute acceptance of your offer to acquire
both Firm Placing Shares and, subject to shareholder approval, Conditional
Placing Shares, and create a legally binding commitment upon you (who will at
that point become a Placee) to subscribe for the number of Firm Placing Shares
and Conditional Placing Shares allocated to you on the terms and conditions set
out in this Appendix and in accordance with the Company's constitutional
documents.



JP Morgan Cazenove will make a further announcement following the close of the
Bookbuilding Process detailing the number of Firm Placing Shares and Conditional
Placing Shares (if any) to be sold and the price at which the same are to be
placed (the 'Pricing Announcement').



Principal terms of the Bookbuilding Process



1.             JP Morgan Cazenove is arranging the Placing as an agent of the
Company.

2.             Participation will only be available to Relevant Persons invited
to participate by JP Morgan Cazenove.  JP Morgan Cazenove and its Affiliates are
entitled to enter bids as principal in the Bookbuilding Process.

3.             The Bookbuilding Process will establish a single price in Pounds
Sterling payable by all Placees (the 'Placing Price').  The Placing Price will
be determined by the Company, JP Morgan Cazenove and JPMSL following completion
of the Bookbuilding Process.

4.             Once you have been invited to bid in the Bookbuilding Process,
you should communicate your bid by telephone to your usual sales contact at JP
Morgan Cazenove.  Your bid should state the number of Placing Shares (which will
be apportioned by JPMC as between Firm Placing Shares and Conditional Placing
Shares on a pro-rata basis in the same proportions for all applicants, with the
precise split depending on the aggregate number of Placing Shares ultimately to
be issued) or total monetary amount which you are offering to subscribe for
Placing Shares at either the Placing Price which is ultimately established or at
prices up to a price limit specified in your bid.

5.             JP Morgan Cazenove reserves the right not to accept bids or to
accept bids in part rather than in whole.  The acceptance of bids shall be at JP
Morgan Cazenove's absolute discretion.

6.             The Bookbuilding Process is expected to close no later than 4.30
p.m. (London time) on 29 November 2005, but may be closed earlier or later, on
that or any other day, at the sole discretion of JP Morgan Cazenove.  JP Morgan
Cazenove may, at its sole discretion, accept bids that are received after the
Bookbuilding Process has closed.

7.             A bid in the Bookbuilding Process will be made on the terms and
conditions in this Appendix and will be legally binding on the Placee by which,
or on behalf of which, it is made and will not be capable of variation or
revocation by the Placee after the close of the Bookbuilding Process.



Conditions of the Placing



The obligations of JP Morgan Cazenove and JPMSL under the Placing Agreement in
relation to the Placing of the Firm Placing Shares and the Conditional Placing
Shares are conditional (inter alia) on:



(a)           pricing occurring and publication of the Pricing Announcement on
or by 8:00 a.m. 30 November 2005;

(b)           the warranties contained in the Placing Agreement ('Warranties')
being true and accurate and not misleading on and as of the date of the Placing
Agreement and at all times (by reference to the facts then subsisting) before:

(i)            in relation to obligations relating to the Firm Placing Shares,
Admission thereof; and

(ii)           in relation to obligations relating to the Conditional Placing
Shares, Admission thereof;

(c)           the Company complying with its obligations under the agreement;

(d)           in relation to the obligations relating to both the Firm Placing
Shares and the Conditional Placing Shares, Admission of the Firm Placing Shares
occurring not later than 8.00 a.m. on 5 December 2005 or such other date as may
be agreed between the Company and JP Morgan Cazenove, not being later than two
Business Days after 5 December 2005; and

(e)           in relation to the obligations relating to the Conditional Placing
Shares:

(i)            the passing without amendment of the Shareholder Resolutions at
the EGM; and

(ii)           admission of the Conditional Placing Shares occurring not later
than 8.00 a.m. on 23 December 2005 or such other date as may be agreed between
the Company and JP Morgan Cazenove, not being later than the two Business Days
after 23 December 2005.



If (a) the conditions in the Placing Agreement relating to the Firm Placing are
not satisfied or waived by JP Morgan Cazenove and JPMSL within the stated time
period (or such later time and/or date as JP Morgan Cazenove and JPMSL may
decide) or (b) the Placing Agreement is terminated in the circumstances
specified below prior to Admission of the Firm Placing Shares, the Placing (both
firm and conditional) will not take place and your rights and obligations
hereunder in respect hereof shall cease and determine at such time and no claim
can be made in respect thereof.  The Firm Placing is not conditional on the
Conditional Placing in any way.



If (a) the conditions in the Placing Agreement relating to the Conditional
Placing are not satisfied or (where applicable) waived by JP Morgan Cazenove and
JPMSL within the stated time period (or such later time and/or date as JP Morgan
Cazenove and JPMSL may decide) or (b) the Placing Agreement is terminated in the
circumstances specified below prior to Admission of the Conditional Placing
Shares, the Conditional Placing will not take place and your rights and
obligations hereunder in respect thereof shall cease and determine at such time
and no claim can be made in respect thereof.



By participating in the Bookbuilding Process you agree that your rights and
obligations hereunder in relation to each of the Firm Placing and the
Conditional Placing are conditional upon the Placing Agreement becoming
unconditional in all respects in relation to each of them and not being
terminated and will terminate only in the circumstances described above (or
otherwise in circumstances in which JP Morgan Cazenove and/or JPMSL is entitled
to terminate them) and will not be capable of rescission or termination by you.



JP Morgan Cazenove and JPMSL reserve the right to waive or to extend the time
and/or date for fulfilment of any of the conditions in the Placing Agreement
(other than conditions (d) and (e) above).  JP Morgan Cazenove and JPMSL shall
have no liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to whether
or not to invoke, waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement, and by participating in the
Bookbuilding Process you agree that any such decision is within the absolute
discretion of JP Morgan Cazenove and JPMSL.



Right to terminate under the Placing Agreement



JP Morgan Cazenove and JPMSL will be entitled to terminate the obligations of JP
Morgan Cazenove and JPMSL under the Placing Agreement if (inter alia) at any
time before Admission of the Firm Placing Shares or the Conditional Placing
Shares (as the case may be):



(a)           the Warranties or any of them are not true, accurate and are not
misleading as at the date of the Placing Agreement (or would not be true and
accurate or would be misleading if they were repeated at any time before
admission of the Placing Shares by reference to the facts from time to time
subsisting); or

(b)           any statement in any announcement made by the Company prior to
admission of the Placing Shares is untrue, incorrect or misleading when made or
becomes untrue, inaccurate or misleading at any time prior to admission of the
Placing Shares by reference to the facts or circumstances from time to time
subsisting or any matter arises which would, had it arisen prior to the date of
the relevant announcement, have constituted an omission from such announcement;
or

(c)           the Company fails to comply with any of its obligations under the
Placing Agreement; or

(d)           in the opinion of JP Morgan Cazenove or JPMSL (acting in good
faith), there has been a material adverse change in the financial or trading
position or prospects of the Company's group of companies taken as a whole
(whether or not the same is foreseeable as at the date of the Placing
Agreement); or

(e)           in the opinion of JP Morgan Cazenove or JPMSL (acting in good
faith), there has been

a change in national or international financial, political, economic or stock
market conditions (primary or secondary);

an incident of terrorism, outbreak or escalation of hostilities, war,
declaration of martial law or any other calamity or crisis;

a suspension or material limitation in trading of securities generally on any
stock exchange; or

any change in currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking,

as would, in the opinion of JP Morgan Cazenove or JPMSL (acting in good faith),
(had it occurred prior to the date of the Placing Agreement) have been likely to
have prejudiced the success of the Placing.



Notwithstanding admission of the Firm Placing Shares, JP Morgan Cazenove and
JPMSL retain their rights under the Placing Agreement to terminate the placing
of the Conditional Placing Shares in accordance with the terms thereof.  Any
such termination after completion of the Firm Placing will not, for the
avoidance of doubt, affect the completed Firm Placing.



By participating in the Bookbuilding Process you agree that the exercise by JP
Morgan Cazenove and JPMSL of any right or termination or other discretion under
the Placing Agreement shall be within the absolute discretion of JP Morgan
Cazenove and JPMSL and that they need not make any reference to you and that
neither of them shall have any liability to you whatsoever in connection with
any such exercise.



No Prospectus



The Placing Shares are being offered to a limited number of specifically invited
persons only and will not be offered in such a way as to require a prospectus in
the United Kingdom.  No prospectus has been or will be submitted to be approved
by AIM or the FSA in relation to the Placing and the Placees' commitments will
be made solely on the basis of the information contained in this announcement.
Each Placee, by participating in the Placing, agrees that the content of this
announcement is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of JP Morgan Cazenove or the Company
and it will not be liable for any Placee's decision to accept this invitation to
participate in the Placing based on any other information, representation,
warranty or statement.  Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in deciding to participate in the Placing.  Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.



Registration and Settlement



Settlement for all Placing Shares will be made through CREST.  Settlement for
any Firm Placing Shares issued and allotted pursuant to the Placing will take
place on the date of admission of such shares to trading on AIM which is
expected to be 5 December 2005.  Settlement for any Conditional Placing Shares
issued and allotted pursuant to the Placing will, subject to the approval of the
Shareholder Resolutions take place on the date of admission of such shares to
trading on AIM which is expected to be 23 December 2005.



JP Morgan Cazenove reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as it deems necessary if
delivery or settlement is not possible as described above within the timetable
set out in this announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.



If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent two contract notes, one which will confirm the number of Firm Placing
Shares to be subscribed for by you and a second which will confirm the number of
Conditional Placing Shares to be subscribed for by you, in each case also
confirming the Placing Price and the aggregate amount owed by you to JP Morgan
Cazenove as agent for the Company in relation to the settlement of such Firm
Placing Shares and Conditional Placing Shares.  By participating in the Placing,
you agree that you will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing settlement instructions
which you have in place with JP Morgan Cazenove.



If Placing Shares are to be delivered to a custodian or settlement agent, please
ensure that the contract note is copied and delivered immediately to the
relevant person within that organisation.



Interest is chargeable daily on payments to the extent that value is received
after the due date at the rate of 5 percentage points above prevailing LIBOR.
If you do not comply with your obligations, JP Morgan Cazenove may sell your
Placing Shares on your behalf and retain from the proceeds, for its own account
and benefit, an amount equal to the Placing Price plus any interest due (in
settlement of your liability in respect of JP Morgan Cazenove's payment to the
Company on your behalf of the Placing Price of the relevant Placing Shares under
clause 8.2 of the Placing Agreement).  You will, however, remain liable on the
same basis for any shortfall below the Placing Price and you may be required to
bear any interest or penalties which may arise upon the sale of your Placing
Shares on your behalf.



You will not be entitled to receive any fee or commission in connection with the
Placing.



Representations and Warranties



By participating in the Bookbuilding Process you (and any person acting on your
behalf):



1.             represent and warrant that you have read this Appendix and the
announcement of which it forms part and have not redistributed it;

2.             acknowledge that you have been invited to participate in the
Bookbuilding Process on the basis of this announcement and that no offering
document or prospectus or any other document has formed the basis of the placing
of the Placing Shares with you;

3.             acknowledge that the content of this Appendix and the
announcement of which it forms part is exclusively the responsibility of the
Company;

4.             represent and warrant that you have neither received nor relied
on any information, representation, warranty or statement made by or on behalf
of JP Morgan Cazenove or the Company other than the information contained in
this announcement and that neither JP Morgan Cazenove nor the Company will be
liable for any Placee's decision to accept an invitation to participate in the
Placing (and any resulting investment) based on any other information,
representation, warranty or statement.  Each Placee acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing (and in making
any resulting investment);

5.             represent and warrant that you (and/or any beneficial owner on
whose behalf you are making a subscription) are entitled to subscribe for
Placing Shares under the laws of all relevant jurisdictions which apply to you
(and/or such beneficial owner) and that you (and/or such beneficial owner) have
fully observed such laws and obtained all such governmental and other guarantees
and other consents which may be required thereunder and complied with all
necessary formalities;

6.             acknowledge that where you are subscribing for Placing Shares for
one or more managed accounts, you represent and warrant that you are authorised
in writing by each managed account (i) to subscribing for the Placing Shares for
each managed account, (ii) to make on its behalf the representations, warranties
and agreements in this Appendix and the announcement of which it forms part, and
(iii) to receive on its behalf any investment letter relating to the Placing in
the form provided to you by JP Morgan Cazenove.  You agree to indemnify and hold
the Company, JP Morgan Cazenove and their respective Affiliates harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the representations
and warranties in this paragraph 6.  You agree that the provisions of this
paragraph 6 shall survive the resale of the Placing Shares by or on behalf of
the managed accounts;

7.             undertake to pay any capital duty, stamp duty or stamp duty
reserve tax and all other stamp, issue, securities, transfer, registration,
documentary or other similar duties or taxes payable or otherwise required to be
paid in respect of the allotment, issue, delivery or transfer of the Placing
Shares or any interest therein to or by you, or the acquisition or disposal of,
or in connection with any agreement to subscribe or for the allotment, issue,
delivery or transfer of, the Placing Shares or any interest therein to you or by
you pursuant to or as a result of the arrangements contemplated by the Placing
Agreement or this Appendix or in connection with the issue, execution or
delivery of the Placing Agreement or this Appendix and any interest or penalties
payable in respect thereof and to indemnify (on an after tax basis) and hold
harmless JP Morgan Cazenove Limited, JPMSL, the Company and their respective
agents to the extent that JP Morgan Cazenove Limited, JPMSL and/or the Company
pay or are or become liable to pay any amount in respect of such duties and
taxes.  References in this paragraph 7 to Placing Shares include any interest
in, or rights to allotment of, or rights to subscribe for or options to
subscribe, Placing Shares.  Neither JP Morgan Cazenove Limited nor JPMSL shall
be liable to pay any amount pursuant to this paragraph 7;

8.             represent and warrant that:

(i)            you are aware of and have complied with your obligations in
connection with money laundering under the Proceeds of Crime Act 2002, the
Terrorism Act 2003 and the Money Laundering Regulations 2003 and, if you are
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by you to verify the identity of the third party as
required by the Regulations; and

(ii)           you have complied and will comply with, and have not breached and
will not breach, any and all applicable provisions of FSMA with respect to
anything done by you in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;

9.             represent and warrant that you fall within paragraph 3(a) of
Schedule 11 to FSMA, being a person whose ordinary activities involve you in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of your business, and within Article 19(1) and/or 49(2)(a) to
(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended, and undertake that you will acquire, hold, manage or dispose
of any Placing Shares (or ADSs representing Placing Shares) that are allocated
to you for the purposes of your business;

10.          represent that you are a 'Qualified Investor' as such term is
defined in section 86(7) FSMA;

11.          represent and warrant that you have not offered or sold and, prior
to the expiry of a period of six months from the relevant settlement date, will
not offer or sell any Placing Shares to persons in the United Kingdom except to
qualified investors (as defined in section 86(7) or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in
the United Kingdom within s.85(1) of FSMA;

12.          represent and warrant that you have only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances  in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;

13           represent and warrant that as far as you are aware you are not
acting in concert (within the meaning given in the City Code on Takeovers and
Mergers) with any other Placee in relation to the Company

14.          represent and warrant that you have all necessary capacity and have
obtained all necessary consents and authorities to enable you to commit to this
participation and to perform your obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf you are acting,
all necessary consents and authorities to agree to the terms set out or referred
to in this announcement);.

15.          undertake that you will pay for the Placing Shares acquired by you
in accordance with this announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as JP Morgan Cazenove determine;

16.          acknowledge that participation in the Placing is on the basis that
you are not and will not be a client of JP Morgan Cazenove and it has no duties
or responsibilities to you for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in the
Placing Agreement;

17.          undertake that the person whom you specify for registration as
holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be.  Each Placee and any person acting on behalf of the
Placee agrees to subscribe on the basis that the Placing Shares will be
allocated to a stock account of JPMSL who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing settlement
instructions;

18.          acknowledge that any agreements entered into by the Placee pursuant
to these terms and conditions shall be governed by and construed in accordance
with the laws of England and you submit (on behalf of yourself and on behalf of
any Placee on whose behalf you are acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract.

19.          will be deemed to acknowledge, represent and agree with the Company
and JPMorgan Cazenove as follows: (a) you are subscribing for the Placing Shares
for your own account or an account with respect to which you exercise sole
investment discretion and that it and any such account is either (x) a QIB and
is aware that the sale to it is being made in reliance on Rule 144A; or (y)
subscribing for the Placing Shares in an offshore transaction in compliance with
Regulation S; (b) you acknowledge that the Placing Shares have not been
registered under the Securities Act and that they may not be offered or sold
except as set forth below.



Each subscriber of Placing Shares that are offered and sold in reliance on Rule
144A will be deemed to have acknowledged, represented to and agreed with the
Company and JP Morgan Cazenove as follows:



(a)           it shall not resell or otherwise transfer any of the Placing
Shares within two years after the original issuance of the Placing Shares except
(1) to the Company or any of its affiliates as defined in Rule 501(b) of the
Securities Act; (2) to a QIB in compliance with Rule 144A; (3) in offshore
transactions in compliance with Regulation S under the Securities Act; (4)
pursuant to the exemption from registration provided by Rule 144 adopted under
the Securities Act (if available); or (5) pursuant to an effective registration
under the Securities Act;

(b)           it agrees that it will give to each person to whom it transfers
the Placing Shares notice of any restrictions on transfer of the Placing Shares;
and

(c)           it understands that its certificated Placing Shares (if any) will
bear a legend substantially to the following effect, until the expiration of the
applicable holding period with respect to the Placing Shares set forth in Rule
144(k) of the Securities Act:



'THIS SHARE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE 'SECURITIES ACT'), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE
SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES.'



Each subscriber of Placing Shares will be deemed to acknowledge that the
Company, JPMorgan Cazenove, JPMSL their affiliates and others will rely upon the
truth and accuracy of the foregoing representations and agreements and agrees
that if any of the representations or agreements deemed to have been made by its
subscription of the Placing Shares are no longer accurate, it shall promptly
notify us and the initial subscribers.  If it is acquiring Placing Shares as a
fiduciary or agent for one or more investor account, it represents that it has
sole investment decision with respect to each account and it has full power to
make the foregoing representations and agreements on behalf of each account.



You agree to indemnify and hold harmless the Company and JP Morgan Cazenove and
JPMSL from any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach by you (or
any person on whose behalf you are acting) of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further agree
that the provisions of this Appendix shall survive after completion of the
Placing.



JP Morgan Cazenove, JPMSL and others will rely upon the truth and accuracy of
the foregoing representations, warranties and acknowledgements.



General



This Appendix and the announcement of which it forms part are not for
distribution directly or indirectly in or into the United States, Canada,
Australia, Japan, France, New Zealand or the Republic of Ireland.  Neither this
Appendix nor the announcement of which it forms part constitutes an offer to
sell or issue or the solicitation of an offer to buy or acquire ordinary shares
in the capital of the Company in any Restricted Jurisdictions.  No public
offering of securities will be made in the United Kingdom, the United States or
elsewhere.  In particular, this appendix and the announcement of which it forms
part are not an offer for sale of the securities in the United States, and the
securities may not be sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.



This Appendix and the announcement of which it forms part have been issued by
the Company and are the sole responsibility of the Company.



JP Morgan Cazenove is acting for the Company and no one else in connection with
the Placing and will not be responsible to any other person for providing the
protections afforded to their respective clients nor for providing any advice in
relation to the Placing or any other matters referred to in this Appendix or the
announcement of which it forms part.






Appendix B - Definitions




'AIM'                                                means the Alternative Investment Market of the London
                                                     Stock Exchange Plc;

'Asia Energy' or 'Company'                           means Asia Energy Plc;

'Bookbuilding Process' or 'Bookbuild'                means the accelerated bookbuilding process to be
                                                     undertaken by JPMorgan Cazenove in relation to the
                                                     Placing;

'Business Day'                                       means a day (other than a Saturday or a Sunday) on
                                                     which clearing banks are open for a full range of
                                                     banking transactions in London;

'Conditional Placing Shares'                         means new Ordinary Shares being placed subject to
                                                     shareholder approval of certain resolutions at the
                                                     EGM to be held on 22 December 2005 with the actual
                                                     number being determined at the close of the
                                                     Bookbuilding Process.

'Director'                                           means a director of the Company

'EGM'                                                means an extraordinary general meeting of the
                                                     shareholders of the Company proposed to be held on 22
                                                     December 2005 in order to consider and if thought fit
                                                     approve the non pre-emptive issue of  additional
                                                     Ordinary Shares

'Firm Placing Shares'                                means up to 4,143,976 new Ordinary Shares proposed to
                                                     be issued pursuant to the placing with the actual
                                                     number being determining at the close of the
                                                     Bookbuild Process

'FSA'                                                means the Financial Services Authority

'GoB'                                                Government of Bangladesh

'JPMSL'                                              JP Morgan Securities Ltd.

'LOM'                                                Life of Mine

'Ordinary Shares'                                    means ordinary shares of 10 pence each in the share
                                                     capital of the Company

'Placees'                                            means certain professional and institutional
                                                     investors

'Placing'                                            means the placing of the Placing Shares

'Placing Agreement'                                  means the agreement entered into by JP Morgan
                                                     Cazenove, JPMSL and the Company dated on 29 November
                                                     2005 in relation to the Placing

'Placing Announcement'                               means the press announcement giving the results of
                                                     the Bookbuild and the Placing Price

'Placing Price'                                      means the price per share at which any Placing Shares
                                                     are to be subscribed by Placees

'Placing Shares'                                     means new Ordinary Shares proposed to be issued
                                                     pursuant to the placing in accordance with the terms
                                                     and conditions set out in this announcement and
                                                     comprising the Firm Placing Shares and the
                                                     Conditional Placing Shares

'Project'                                            means the Company's coal mining project at Phulbari,
                                                     Bangladesh

'Shareholder resolutions'                            means the resolutions of the shareholders of the
                                                     Company set out in the EGM Notice, which relate to
                                                     the increase of the Director's authority to allot and
                                                     issue Ordinary Shares and the disapplication of
                                                     pre-emption rights in relation to the issue of such
                                                     shares



                      This information is provided by RNS
            The company news service from the London Stock Exchange