Company Overview December 2007

1. Company Overview December 2007

2. Disclosure Certain of the statements made in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology. Such statements typically involve risks and uncertainties and may include financial projections or information regarding our future plans, objectives or performance. Actual results could differ materially from the expectations reflected in such forward-looking statements as a result of a variety of factors, including the risks associated with the effect of changing economic conditions in The People's Republic of China, variations in cash flow, reliance on collaborative retail partners and on new product development, variations in new product development, risks associated with rapid technological change, and the potential of introduced or undetected flaws and defects in products, and other risk factors detailed in reports filed with the Securities and Exchange Commission from time to time.

3. Executive Summary • A fast-growing mining company with high-potential assets • High-potential Copper/Gold/Silver mine in Kyrgyzstan • High-grade fluorite mine in Inner Mongolia • Zinc/Lead mine in Xinjiang • Key asset appraisal done by SRK • Listed on OTCBB, and invested by Citadel • Code: CSZM • Preparation to upgrade to AMEX before end of 2007 • Citadel invested in form of Convertible Bonds • Strong Management Team • Strong management team with over 20 years industry experience

4. Who We Are China Shen Zhou Mining & Resources is a mining company principally engaged in the exploration, extraction, processing and distribution of fluorite ore and nonferrous metals, through its subsidiaries located in China. • Principal Products • Fluorite ore / refined fluorite powder • Zinc, copper and lead concentrate • Key Facts • Locations: Beijing (Headquarters), Inner Mongolia, Xinjiang, Kyrgyzstan • Total full-time employees: 463 (as of December 31, 2006) • Listed Market: OTC Bulletin Board, Stock symbol ticker: CSZM.OB • Legal Counsel: Cadwalader, Wickersham & Taft LLP • Auditor: Grobstein, Horwath & Company (LLP) CPAs • Mining Resources Advisor: SRK Consulting • SOX404 Compliance Advisor: Ernst & Young

5. Who We Are • Key Facts • Shares Outstanding : 22.22 million • 36.04 million (fully diluted) • Management Ownership: 81.0% • 50.0%  (fully diluted) • Current Share Price: $2.75 as of December 3, 2007 • Market Capitalization: $61 million ($95 million assuming conversion of Citadel CB) • Strategic Investor: Citadel Equity Fund Limited (34.5% ownership post conversion of CB) • 2006 Revenue: $22.4 million • 2006 Net Income: $8.9* million • (*excluding non-recurring, non-cash expenses of $7.6 million related to the Company’s reverse merger • transaction)

6. Investment Highlights ▲ Potential world-class copper/gold mine with large indicated resources and substantial exploration potential ▲ Leading fluorite mine in China with high purity fluorite ore (65% grade), good extracting conditions and long mine life (approx. 24 years) ▲ Balanced mix of operating mines, mines under construction and properties with huge exploration potentials ▲ Close relationships with local government to potentially acquire additional exploration rights and mining assets ▲ Management team on average has more than 20 years of experience in the mining industry ▲ Most subsidiaries located in western China, enjoys preferential tax and regulatory policies ▲ Company’s mining assets are strategically located at the center of strong Chinese demand ▲ Low Chinese labor costs at a fraction of foreign mining companies

7. Kichi-Chaarat Gold-Copper Mine • ▲ In Nov. 2006, Shenzhou Mining entered into a definitive agreement to acquire the entire ownership of Kichi-Chaarat Closed Joint Stock Company in Kyrgyzstan. • ▲ Kichi-Chaarat holds two licenses: • Mining license which covers 9 km2 over Kuru Tegerek deposit in the Jalal-Abad province • Exploration license which covers 393 km2 of the area of eastern slope of Sandal Mountain range which includes also Kuru Tegerek mountain ▲ This area is one of the most potential region of Kyrgyzstan hosting numerous ore bearing deposits ▲The transaction process has been completed by November 2007 and will be consolidated with CSZM in the 10K for 2007.

8. Kichi-Chaarat Gold-Copper Mine ▲ The Kuru-Tegerek copper-gold deposit was the subject of multistage and long term exploration activities which resulted in detailed geological mapping geochemical and geophysical survey, drillings and underground mining ▲ During 1975-1980, pre-feasibility study were conducted which included 38,191 meters of diamond core drillings and 18,590 underground workings ▲ If the mine is selectively mined at a higher cut off grade, the underlying resources would have a much higher grade without losing significant amount of metal concentrate ▲Molybdenite ore body was also identified containing 4,883 tons of Mo and 2,328 kilograms of Re (at a cut off grade of 0.01% for Mo)

9. Location of All Subsidiaries in China

10. Xiangzhen Mining ▲ The Sumo mine of Xiangzhen is located at approximately 120km southwest of Erlianhot (two-hour drive from mine site), in the Siziwang Qi region of Inner Mongolia ▲ The existing mining license covers 0.909 km2, and the company is currently in the process of extending the expiration date of its license for up to 10 years (this is expected to be obtained by end of 2007) ▲ Typically, mining license in Inner Mongolia are granted for up to 10 years, at which point a company could continue to seek extension from the Bureau of Land and Resources

11. Xiangzhen Mining ▲ In January 2006, the Bureau of Land and Resources of Inner Mongolia commissioned the Land-Resources Institute of Inner Mongolia to verify the resources/reserves at the Sumo mine ▲ In September 2007, SRK was hired by the company to assess the mining plans and review the mining dilution and loss assumptions ▲ Total remaining resource is 8.14mm tons, which include 5.05mm tons of indicated resources (332) and 3.09mm tons of inferred resources (333) Note: (332) intrinsic economic indicated resources/reserve; (333) intrinsic inferred mineral resources.

12. Xiangzhen Mining Output and average price from 2004-2006 ▲ In early 2006, Xiangzhen started a 300,000-ton fluorite ore capacity expansion project and up to now has completed this project. In 2008, Xiangzhen is expected to extract 250,000 tons of fluorite ore, and by 2009 it will reach full capacity to extract 300,000 tons of fluorite ore per annum ▲ Xiangzhen has also completed a 200,000 ton/annum fluorite ore processing plant, and this new large scale processing plant has already gone into production ▲ At the expanded capacity, the Sumo mine of Xiangzhen is expected to have a mine life of ~24 years

13. Qingshan Metals & Qianzhen Mining ▲ Qingxing Copper Mine of Qingshan Metals is located at Sandaoqi Town, Wulatehouqi of Inner Mongolia ▲ It is 30km northwest of Shanba Town and 70km to Linhe Railway Station of the Beijing-Lanzhou Railway Line ▲ The existing mining license is valid until October 2008 and covers 0.121 km2 ▲ Qingshan Metals has submitted an application for a new mining license covering 0.6495 km2 to extend the existing mining area, and has received approval from local government in Jan. 2007 ▲ The company expects the new license will be granted by the end of 2007

14. Qingshan Metals & Qianzhen Mining • ▲ No. 511 Brigade of Nonferrous Geological Exploration Bureau estimated and verified the resources of Qingxing Mine • Total ore of 1.449mm tons (333) • Contained copper of 8,738 tons • Contained zinc of 557 tons • ▲ With further exploration, more mineral resources could be defined and additional drillings could upgrade some of the existing resources to Indicated Resource level (332) Note: (332) intrinsic economic indicated resources/reserve; (333) intrinsic inferred mineral resources.

15. Qingshan Metals & Qianzhen Mining Annual Output & Average Price of Qianzhen Mining ▲ Qianzhen Mining is a pure processing operation, and has purchased ore from third-party in all of previous years including 2007 ▲ Qingshan Metals has started to expand its extracting capacity in June 2007, and by April 2008, it is expected to be able to produce 100,000 tons of copper ores per annum, which it will then begin supplying to Qianzhen Mining ▲ Qingshan Metals will continue to ramp up its production by an additional 50,000 tons of ore per annum after that, which it will process on site itself

16. Xingzhen Mining ▲ Keyinbulake Mine of Xingzhen is located in Buerjin County of Xinjiang Province ▲ On August 23, 2007, Xingzhen received a mining license for the property and it is valid until August 2013 ▲ Xingzhen is building a 200,000 tons of zinc-copper ore mining and processing project on site, and expects to go into production in December 2007 • ▲ Based on previous exploration, mineral resources (333+334) contains: • copper-zinc ore of 4.1435mm tons • 162,357 tons of zinc metal (grade of 3.92%) • 24,527 tons of co-existing copper metal (grade of 1.27%) • accompanying copper metal of 12,407 tons (grade of 0.56%) • accompanying silver of 37 tons

17. Tianzhen Mining - Huayuan ▲ Tianzhen holds two exploration licenses in western Xinjiang Province: Huayuan and Jiangejier properties ▲ Huayuan is located 4km southwest of Kangsu Town and 116km northwest of Kashi City; it includes three prospecting areas covered under one license: Huayuan, Yangye and Yangshugou ▲ With existing exploration so far, Huayuan contains inferred (333) copper ore of 2.14mm tons (25,555 tons of copper metal) and reconnaissance (334?) copper ore of 514,777 tons (4,654 tons of copper metal). ▲ It is expected that with further exploration work, additional mineral resource with higher grade could be identified in the area

18. Tianzhen Mining - Jiangejier ▲ Jiangejier property is located 14km northwest of Wulukeqiati Town, 96km to Wuqia County and 160km to Kashi City ▲ There is a national highway conveniently connected to the property ▲ The property is still at a preliminary exploration stage, and additional drillings need to be done to further define a meaningful resource ▲ Dadi Mining Technique and Development Company Ltd of Xinjiang conducted a prospecting project during the period of April-July 2006, and the resources of mineralized bodyⅡ and mineralized body Ⅳ were estimated, and reconnaissance resources submitted are Pb metal (334?) 4,488 tons, and Zn metal (334?) 2,293 tons

19. Growth initiatives ▲Expand production capacity to meet growing demand • Xiangzhen Mining: 300,000 tons of fluorite ore extraction capability & 150,000 tons refined fluorite powder project by 2009 • Qingshan Nonferrous Metal: extracting capacity of 100,000 tons copper ore by April 2008 • 200,000 tons of zinc-copper ore mining and processing project at Keyinbulake Multi-Metal Mine (Xingzhen), expected to go into production in Q4 2007 ▲Acquire more mineral resources • Kichi-Chaarat acquisition in Kyrgyzstan, a large copper and gold mine with great indicated resources and exploration potential • Potential acquisitions of other domestic mines ▲Increase exploration activities • Xingzhen Mining and Tianzhen Mining ▲Expand into downstream chemical business • Potentially expand into high value-added, rapidly growing fluorite chemical industry

20. Financial Highlights 2006 *excluding non-recurring, non-cash expenses of $7.6 million, or $0.27 per diluted share, directly related to the Company’s reverse merger transaction • $18.9 million of cash as of December 31, 2006 -- $28 million of convertible senior notes financing with Citadel Use of proceeds: acquisition/capital expenditures/capacity expansion

21. Financial Highlights Nine Months 2007 Key highlights • Drop in profits mainly due to public company costs, professional consultancy, convertible bonds and warrants expenses • Revenues and profits expect to pick up in 2008 with production capacity coming on line at Xiangzhen and Xingzhen; in addition, Citadel waived future interest expenses on CB • Production at Kichi-Chaarat expected to begin in late-2009

22. Company Structure China Shen Zhou Mining & Resources, Inc. (Nevada) 100% American Federal Mining Group, Inc. (Illinois) 100% 33% Wulatehouqi Qianzhen Ore Processing Co., Ltd Inner Mongolia Xiangzhen Mining Group Co., Ltd Xinjiang Buerjin County Xingzhen Mining Co., Ltd 90% 67% 60% 99% Wulatehouqi Qingshan Non-ferrous Metal Development Co., Ltd Xinjiang Wuqia Tianzhen Mining Co., Ltd Ms. Xiaojing Yu 1%

23. Management Team Ms.Xiao-Jing Yu CEO and Chairwoman of Board of Directors • Executive Vice President of the China Fluorite Industry Association • More than 20 years in the mining industry • Prior experience include General Manager of Dalian Zhikun Metal Materials Co., Ltd and finance manager of Gansu Baiyin Nonferrous Industrial Corporation • Senior Economist, EMBA from Tsinghua University Mr.Steven Jiao Chief Financial Officer • Over 8 years Financial Controller, CFO /COO experiences at China listed companies and New Bridge VC invested companies • MBA from Beijing University of International Economics and Trade and Bachelor’s degree from Shanghai Foreign Studies University Mr. Xue-Ming Xu Chief Operating Officer, Presidentand Director President of Qianzhen Mining and Xiangzhen Mining since 2002 More than 20 years in the mining industry Prior experience include technician, vice-superintendent and superintendent at Inner Mongolia’s Huiyaokou Iron Ore Plant and Deputy General Manager of Inner Mongolia Dongshengmiao Mining Co., Ltd. Senior Mining Engineer, EMBA of Tsinghua University

24. Management Team Mr. He-Lin Cui Director , Deputy Chairman of Xiangzhen & Qianzhen Mining • More than 20 years' experience in the mining industry • Prior experience include technician, engineer and team leader at Gansu Province’s No. 3 Geological Team and Deputy General Manager at Baiyin Trading Company • Senior Mining Engineer, Bachelor’s degree from Xi'an Geology College Mr. Qi-Jiu Song Vice President, Chief Technology Officer • More than 20 years' experience in mine exploration & mining technology • Prior experience include General Manager of Xinjiang Silver Mine Development Co., Ltd. and vice superintendent and chief engineer of Xiao Tie Shan Pb-Zn Mine of Gansu Silver Company • Senior Mining Engineer, BA degree from Kunming Science and Technology University Mr. Li-Gang Wang Vice President More than 20 years' experience in mine management Prior experience include plant manager of Wulatehou Banner Baynnur Mining General Manager of Qianzhen Mining since 2002

25. Independent Directors Mr. You-Ming Yang Independent Director • Over 25 years' experience in nonferrous geological prospecting field • Chief Engineer for Nonferrous GeologicalProspecting Bureau of Xinjiang Uygur Autonomous Region since 2000 • Graduated from Central South China Mining and Metallurgy College, majoring in geology Mr. Jian Zhang Independent Director • Over 30 years' experience in nonferrous mining, project construction and management • External Director of China Construction Materials Company • Former President of China Nonferrous Mining Construction Group from 2002-2005 • Graduated from the Environmental Engineering Department of Xi’an Mining Architecture College in 1968 Mr. Feng Bai Independent Director Managing Director for Lighthouse Consulting Ltd. (Hong Kong) Currently Independent Director for Harbin Electric Inc. (NASDAQ:HRBN) and Fushi International Inc. (NASDAQ: FSIN) Previously worked at the investment banking division of Banco Santander advising clients in Asia from 1997 to 1999 BS in Financial Investment and International Business Administration from Babson College and MBA from Harvard Business School

26. Independent Directors Mr. G. Michael Bennett Independent Director & Chairman of Audit Committee • Over 25 years' experience as CFO, Professor and Consultant • Abundant working experience in China to assist Chinese firms to develop "Good Corporate Governance" and transparent infrastructures • CFO - DuoYuan Digital Printing ( Beijing ):2006-2007 • Partner - Nexis Investment Consulting Corporation ( Beijing ): 2004 - Present • Partner - ProCFO: 2000-2004 • Professor and Lecturer: -California State University at Fullerton (accounting, tax, and audit):1986 - 1989 -Chapman University, Orange, California (accounting and audit): 1989 - 1993 -University of Hawaii (basic law, accounting and tax): 1998 - 2000 • CFO and Board Member- Argonaut Computers: 1993 - 1998 • CFO and Board Member -  National Automobile Club: 1983 - 1986 • CPA - Grant Thornton, International CPA Firm • Education: Michigan State University / University of Michigan Independent Director Experience: •       --China Fire & Security Group, Inc (NasdaqCM:CFSG ) -- (Independent & Chair of Audit Committee) • --KunMing ShengHuo Pharmaceutical (AMEX: KUN)  --- (Independent Director)

27. Appendix A Comparison between the Chinese Classification Scheme and the JORC Code

28. Questions？ Thank!