Filing under Rule 425 under the U.S. Securities Act of 1933
Filing by:  Nippon Oil Corporation
Subject Companies:  Nippon Oil Corporation and
Nippon Mining Holdings, Inc.
Commission File Number:  333-155256
Dated November 2, 2009

Execution of a Business Integration Agreement and the Preparation of a Share Transfer Plan Nippon Oil Corporation Nippon Mining Holdings, Inc. October 30, 2009

I. Outline of the Business Integration Nippon Oil Corporation - 1 - Nippon Mining Holdings, Inc.

Objectives and Basic Concept of the Business Integration Objectives of the Business Integration Anticipate future structural changes in business environment Further strengthen the management base Progress under a new management philosophy Carry out the mission to provide a stable and efficient supply of energy, resources and materials Basic Concept Become one of the world's leading "integrated energy, resources and materials groups," operating in the areas of petroleum refining and marketing, oil and natural gas exploration and production, and metals Allocate management resources to the operations with highest profitability under the concept of "Best Practices" Undertake comprehensive restructuring of the petroleum refining and marketing sector at an early stage, which will become possible for the first time through the business integration Nippon Oil Corporation - 2 - Nippon Mining Holdings, Inc.

Exchange Ratio The Exchange Ratio Nippon Oil Nippon Mining 1.07 1.00 (Note 1)1.07 shares of common stock of the Holding Company will be allocated and delivered per share of common stock of Nippon Oil, and 1.00 shares of the common stock of the Holding Company will be allocated and delivered per share of common stock of Nippon Mining. If fractional shares constituting less than one unit of shares of the Holding Company's common stock would be delivered to shareholders of Nippon Oil, the Holding Company will pay cash to such shareholders based on such fractional shares pursuant to the provision of Article 234 of the Companies Act and other relevant laws and regulations. However, the above-mentioned exchange ratio may be altered upon mutual agreement by the Companies if any material change occurs in the circumstances regarding the operation, assets or debt situation of Nippon Oil or Nippon Mining. In addition, 100 shares of the Holding Company stock will constitute one unit. (Note 2)Number of Shares to be Issued by the Holding Company (scheduled): Common stock 2,495,485,929 shares Nippon Oil Corporation - 3 - Nippon Mining Holdings, Inc.

Schedule of the Business Integration October 30, 2009 Meetings of the board of directors to approve the business integration agreement and the preparation of the share transfer plan October 31, 2009 (scheduled) Public notice of record date for the extraordinary meetings of shareholders November 15, 2009 (scheduled) Record date for the extraordinary meetings of shareholders January 27, 2010 (scheduled) Extraordinary meetings of shareholders regarding the approval of the share transfer plan March 29, 2010 (scheduled) Delisting of shares from stock exchanges April 1, 2010 (scheduled) Incorporation and registration of the Holding Company (Effective date of the Share Transfer) Listing of shares of the Holding Company (Tokyo Stock Exchange, Osaka Securities Exchange and Nagoya Stock Exchange) July 1, 2010 (scheduled) Incorporation of core business companies If the necessity arises in the course of business integration or other circumstances, changes to the schedule may be made upon consultation between the Companies. Nippon Oil Corporation - 4 - Nippon Mining Holdings, Inc.

Trade Name of the Integrated Group Trade Name Integrated Group JX Group Holding Company JX Holdings, Inc. Petroleum Refining and Marketing Business Company JX Nippon Oil & Energy Corporation Oil and Natural Gas Exploration and Production Business Company JX Nippon Oil & Gas Exploration Corporation Metals Business Company JX Nippon Mining & Metals Corporation (Note 1) "JX" is a name which represents the basic philosophy of the Integrated Group. "J" represents a Japanese and world leading "integrated energy, resources and materials business group," and "X" represents challenges of the unknown, growth and development for the future, and creativity and innovation, among others. (Note 2) Logo and trade mark of the Holding Company and the core business companies will be announced upon determination. Nippon Oil Corporation - 5 - Nippon Mining Holdings, Inc.

Management Structure Representative Directors of the Holding Company As of April 1, 2010 (Scheduled) Post Name Current Post Representative Director and Chairman of the Board Shinji Nishio Representative Director and President, President and Executive Officer, Nippon Oil Corporation Representative Director and President, President and Executive Officer Mitsunori Takahagi President and Chief Executive Officer, Nippon Mining Holdings, Inc. (Note) 4 of the 16 directors are outside directors. 4 of the 6 corporate auditors are outside corporate auditors. Representative Directors and Presidents of the Core Business Companies As of July 1, 2010 (Scheduled) Post Name Current Post Representative Director and President, JX Nippon Oil & Energy Corporation Yasushi Kimura Director, Senior Vice President, Executive Director of the Energy Solution Division, Nippon Oil Corporation Representative Director and President, JX Nippon Oil & Gas Exploration Corporation Makoto Koseki Representative Director and President, Nippon Oil Exploration Limited Representative Director and President, JX Nippon Mining & Metals Corporation Masanori Okada President and Chief Executive Officer, Nippon Mining & Metals Co., Ltd. Nippon Oil Corporation - 6 - Nippon Mining Holdings, Inc.

Trade Name of the Holding Company JX Holdings, Inc. Location of Head Office 6-3, Otemachi 2-chome, Chiyoda-ku, Tokyo Paid-in Capital Y100 billion Date of Delisting of Shares of Both Companies (scheduled) March 29, 2010 Date of Share Transfer (scheduled) April 1, 2010 Date of Listing of the Holding Company (scheduled) April 1, 2010 Exchange Ratio Nippon Oil Shares 1. 07 : Nippon Mining Shares: 1.00 Nippon Oil Corporation - 7 - Nippon Mining Holdings, Inc.

Method of the Business Integration First Step Incorporation of the Holding Company April 1, 2010 (Scheduled) Completion of the Integration Integrate, Restructure and Reorganize all businesses into three core business companies July 1, 2010 (Scheduled) Holding Company JX Holdings Holding Company JX Holdings Nippon Oil Corporation Nippon Petroleum Refining Co., Ltd. Nippon Oil Exploration Limited JX Nippon Oil & Energy Corporation Petroleum Refining and Marketing Business Nippon Oil, Nippon Petroleum Refining and Japan Energy will merge JX Nippon Oil & Gas Exploration Corporation Oil and Natural Gas Exploration and Production Business Nippon Oil Exploration and Japan Energy Development will merge JX Nippon Mining & Metals Corporation Metals Business Nippon Mining and Nippon Mining & Metals will merge Listed subsidiaries Common function companies Independent business companies Nippon Oil Corporation - 8 - Nippon Mining Holdings, Inc.

Basic Roles of the Holding Company and the Core Business Companies Maximization of the corporate value Strategic distribution of management resources Holding Company Strategic distribution of management resources Business development and innovation Pursuit of synergies Core Business Companies Petroleum Refining and Marketing Business Oil and Natural Gas Exploration and Production Business Metals Business Nippon Oil Corporation - 9 - Nippon Mining Holdings, Inc.

II. Business Strategy of the Integrated Group Nippon Oil Corporation - 10 - Nippon Mining Holdings, Inc.

Basic Strategy and Business Strategy of the Integrated Group Basic Strategy Aim to become one of the world's leading integrated energy, resources and materials groups. Maximize corporate value by allocating management resources to operations with highest profitability. Promote projects that assist in the creation of a better global environment and innovation of new technologies, and contribute to the development of a sustainable economy and society. Nippon Oil Corporation - 11 - Nippon Mining Holdings, Inc.

Business Strategies of the Core Businesses Petroleum Refining & Marketing Business JX Nippon Oil & Energy Corporation Undertake fundamental structural reforms that anticipate future changes in business Environment Decrease oil refining capacity, increase efficiency of and value-added to refining facilities Maximization of synergies, significant improvement of cost competitiveness Global expansion of operations Strive to be an integrated energy company that responds to our customers' needs Improve customer satisfaction and strengthen brand value Engage in new energy businesses such as fuel cells and photovoltaic power generation Oil and Natural Gas E&P Business JX Nippon Oil & Gas Exploration Corporation Aim for sustainable growth while responding flexibly to changes in the business environment Actively making investments while carrying out thorough risk management. Strengthen the operating base on a global scale Accumulate technology and strengthen relationships with governments of oil-producing countries and business partners Metals Business JX Nippon Mining & Metals Corporation Aim to establish a global integrated production system centered on the copper business Actively develop copper mines, improve the equity base entitlement volume of copper and investment returns Develop innovative copper-smelting technologies Aim to have one of the top market shares in areas in which significant growth is expected Introduce high-functionality materials to the electronic materials business Promote the recycling and environmental services business Encourage growth of titanium and polysilicon manufacturing businesses Nippon Oil Corporation - 12 - Nippon Mining Holdings, Inc.

Management Goal of the Integrated Group After the execution of the business integration agreement, consider the future business environment, competitiveness of the integrated group, strategies and profitability of each business operation and the most appropriate distribution of management resources in the future Financial goal is to achieve at least 10% return on equity (ROE) and a debt to equity ratio (D/E Ratio) of not more than 1.0 at an early stage Around April 2010 Scheduled to announce the Integrated Group's "Long-Term Vision" and "Mid-Term Management Plan" for the fiscal years from 2010 through 2012 Nippon Oil Corporation - 13 - Nippon Mining Holdings, Inc.

Reduction of Petroleum Refining Capacity By March 31, 2011 Reduce capacity by 400,000 barrels per day * By March 31, 2015, at the latest Capacity is scheduled to be further reduced by 200,000 barrels per day * * December 4, 2008 (the date of basic agreement) is the benchmark date The specific breakdown and method will be announced upon determination Nippon Oil Corporation - 14 - Nippon Mining Holdings, Inc.

Synergies from the Business Integration Synergies from the Business Integration By the end of March 2013 Y 60 billion or more per year Reduction of other costs Y 23 billion Refinery division Y 14 billion Crude Oil Procurement/ Supply Coordination/ Transportation division Y 13 billion Purchase division Y 10 billion Nippon Oil Corporation - 15 - Nippon Mining Holdings, Inc.

By the end of March 2015 Y 100 billion or more per year (an additional Y 40 billion per year) III. Exhibits Nippon Oil Corporation - 16 - Nippon Mining Holdings, Inc.

Profile of the Holding Company Newly-Established Through the Share Transfer Trade Name JX Holdings Kabushiki Kaisha (JX Holdings, Inc. in English) Location of Head Office 6-3, Otemachi 2-chome, Chiyoda-ku, Tokyo Name and Title of Representatives Shinji Nishio, Representative Director and Chairman of the Board (currently, Representative Director and President, President and Executive Officer, Nippon Oil Corporation) Mitsunori Takahagi, R epresentative Director and President (currently, President and Chief Executive Officer, Nippon Mining Holdings, Inc.) Principal Business (i) Business management of subsidiaries which engage in petroleum refining and marketing business, oil and natural gas exploration and production business, and metals business, and (ii) businesses ancillary to business described in (i). Paid-in Capital, Capital Reserve Paid-in Capital: Y100 billion, Capital Reserve: Y25 billion Fiscal Year End March 31 Net Assets (consolidated) Not yet determined Total Assets (consolidated) Not yet determined Number of Shares Scheduled to be 2,495,485,929 shares Issued Number of Shares Constituting 100 shares One Unit of Shares Listed Stock Exchanges Tokyo Stock Exchange, Osaka Securities Exchange and Nagoya Stock Exchange Accounting Auditor Ernst & Young ShinNihon LLC Transfer Agent The Chuo Mitsui Trust and Banking Co., Ltd. Overview of Accounting Treatment Accounting treatment of the Share Transfer will be conducted in Conjunction with the Share pursuant to the "Accounting Standards for Business Combinations" Transfer which were amended on December 26, 2008. Prospects of Impact of the Share The prospects of the business results after the business integration Transfer on Business Results will be announced upon determination. Around April 2010, the Holding Company plans to establish and announce for the Integrated Group a "Long-Term Vision" as well as a "Mid-Term Management Plan" for the Integrated Group for three years from fiscal 2010. Nippon Oil Corporation - 17 - Nippon Mining Holdings, Inc.

Corporate Profiles of the Companies Trade Name Nippon Oil Corporation Nippon Mining Holdings, Inc. Date of Establishment May 10, 1888 September 27, 2002 (Commenced operation on December 26, 1905) Location of Head Office 3-12, Nishi Shimbashi 1-chome, Minato-ku, Tokyo 10-1, Toranomon 2-chome, Minato-ku, Tokyo Name and Title of Representative Shinji Nishio, Representative Director and President Mitsunori Takahagi, President and Chief Executive Officer Paid-in Capital Y139,400 million Y73,900 million (as of September 30, 2009) Total Number of Issued and 1,464.51 million shares 928.46 million shares Outstanding Shares (as of September 30, 2009) Principal Business Refinement and sale of petroleum products Production and sale of petroleum products Import and sale of gas Production and sale of non-ferrous metal products and Generation and sale of electricity processed electronic materials products Major Shareholders and Percentage Japan Trustee Services Bank, Ltd. (Trust Unit) (6.2%) Japan Trustee Services Bank, Ltd. (Trust Unit) (10.0%) of Shareholding (as of September 30, 2009) The Master Trust Bank of Japan, Ltd. The Master Trust Bank of Japan, Ltd. (Trust Unit) (5.4%) (Trust Unit) (9.0%) Mizuho Corporate Bank, Ltd. (3.2%) Japan Trustee Services Bank, Ltd. (Trust Unit 9) (3.5%) Mitsubishi Corporation (3.1%) Mizuho Corporate Bank, Ltd. (2.4%) Sumitomo Mitsui Banking Corporation (2.8%) Sumitomo Mitsui Banking Corporation (2.4%) Bank of Tokyo Mitsubishi UFJ, Ltd. (2.1%) Number of Employees 13,869 (consolidated) 10,936 (consolidated) (as of September 30, 2009) (Breakdown: petroleum refining and marketing 9,305; oil (Breakdown: petroleum 4,380; metals 5,058; other 1,498) and natural gas E&P 589; construction/other 3,975) Main Clients Nationwide exclusive distributors and direct sale customers Nationwide exclusive distributors and direct sale customers; electric cable manufacturers Main Financing Banks Mizuho Corporate Bank, Ltd.; Sumitomo Mitsui Banking Mizuho Corporate Bank, Ltd.; Sumitomo Mitsui Banking Corporation; Bank of Tokyo Mitsubishi UFJ, Ltd. Corporation; Bank of Tokyo Mitsubishi UFJ, Ltd. Fiscal Year End March March Relationship between Capital None the Relevant Parties relationship Personnel None relationship Transactional Nippon Oil Corporation and Japan Energy Corporation, a subsidiary of Nippon Mining Holdings, Inc., are parties to a relationship business alliance in the areas of refining and distribution. Nippon Oil Corporation - 18 - Nippon Mining Holdings, Inc.

Business Results and Financial Conditions Nippon Oil Corporation Nippon Oil Corporation (consolidated) Fiscal Year End March March 2008 March 2007 2009 Net Assets 1,331,981 1,429,266 1,016,306 Total Assets 4,385,533 4,594,197 3,969,730 Net Assets per share (Y) 829.64 896.06 627.90 Net Sales 6,624,256 7,523,990 7,389,234 Operating Income 159,684 263,962 (312,506) Ordinary Income 186,611 275,666 (275,448) Net Income (loss) 70,221 148,306 (251,613) Net Income per share (Y) 48.12 101.49 (172.42) Annual Dividend per share(Y) Nippon Oil Corporation (non-consolidated) March 2007 March 2008 March 2009 786,268 827,253 746,920 3,071,996 3,233,615 2,868,804 537.11 565.13 511.58 5,826,415 6,706,382 6,658,071 14,445 115,325 (441,090) 33,101 132,088 (147,045) 26,405 85,647 14,723 18.06 58.53 10.07 12.00 12.00 20.00 Nippon Mining Holdings, Inc. (Y millions, except for per share information) Nippon Mining Holdings, Inc. Fiscal Year End March March 2008 2007 Net Assets 701,064 765,264 659,938 Total Assets 2,056,407 2,251,208 1,866,083 Net Assets per share (Y) 671.56 735.22 612.44 Net Sales 3,802,447 4,339,472 4,065,059 Operating Income 132,258 103,186 (101,667) Ordinary Income 224,236 192,026 (67,433) Net Income (loss) 106,430 99,299 (40,794) Net Income per share (Y) 117.98 107.14 (44.02) Annual Dividend per share(Y) (consolidated) March 2009 Nippon Oil Corporation - 19 - Nippon Mining Holdings, Inc.

Outline of Businesses Trade Name Nippon Oil Corporation Upstream Production 126,000 BD (2008 average) Reserve 669 million Bbl (as of end of Dec. 2008) Crude Number of Crude 21 VLCC Transport Carriers (as of Oct. 30, 2009) Refinement Capacity of (1,000 BD) Group Refineries Refinement (as of Oct. 30, 2009) and Supply Muroran Refinery 180 Sendai Refinery 145 Negishi Refinery 340 Osaka Refinery 115 Mizushima Refinery 250 Marifu Refinery 127 Oita Refinery 160 Total 1,317 Product Export Volume 5.83 million KL Businees (excluding foreign (Fiscal year ended) Description currency jet, bond) March 31, 2009) (Petroleum) Logistics Number of Oil Tank 46 (as of Oct. 30, 2009) Centers Nippon Mining Holdings, Inc. 15,000 BD (2008 average) 32 million Bbl (as of end of Dec. 2008) 10 VLCC (as of Oct. 30, 2009) (1,000 BD) Mizushima Refinery 240 (35,000 BD out of 240,000 BD above is research facility.) Kashima Refinery (Kashima Oil Co., Ltd.) 274 Total 514 Distribution Domestic Sales Volume 48.87 million KL of Fuel Oil (Fiscal year ended March 31, 2009) Sales Share 23.1% (Fiscal year ended March 31, 2009) Number of Exclusive 623 companies Distribution (as of end of Sep. 2009) Number of Service Stations 9,745 (as of end of Sep. 2009) Petro- Paraxylene Production 1,600,000 t/yr (as of Oct. 30, 2009) chemicals Capacity Benzene Production 800,000 t/yr (as of Oct. 30, 2009) Capacity Propylene Production 900,000 t/yr (as of Oct. 30, 2009) Capacity 14 (as of Oct. 30, 209) 20.82 million KL (Fiscal year ended March 31, 2009) 11.0% (Fiscal year ended March 31, 2009) 318 companies (as of end of Sep. 2009) 3,269 (as of end of Sep. 2009) 1,020,000 t/yr (as of Oct. 30, 2009) 520,000 t/yr (as of Oct. 30, 2009) 90,000 t/yr (as of Oct. 30, 2009) Business Description (Metals) Upstream Midstream (Copper smelting) Downstream (10,000 t/yr) Escondida Copper Mine (Chile) 2.0% 2.0 Collahuasi Copper Mine (Chile) 3.6% 1.5 Los Pelambres Copper Mine (Chile) 15.0% _ 5.3 Group equity base entitlement volume of copper 8.8 % : Investment ratio of Nippon Mining & Metals Co., Ltd. (as of Dec. 31, 2008) (10,000 t/yr) Pan Pacific Copper Co., Ltd. Saganoseki Smelter & Refinery: Hitachi Works 45 Tamano Smelter * 16 LS-Nikko Copper Inc. (Korea) Onsan Smelter and Refinery 56 Group Refinery Capacity 117 *: Pan Pacific Copper Investment (as of March 31, 2009) Electronic Materials Business Isohara Works (targets for semiconductors and FPDs, etc.) Shirogane Works (treated-rolled copper foil, electro-deposited copper foil, etc.) Kurami Works (Corson alloys, etc.) Recycling & Environmental Services Business HMC Works Nippon Oil Corporation - 20 - Nippon Mining Holdings, Inc.

Corporate Profiles of Major Companies (1) (Nippon Petroleum Refining Co., Ltd.) Trade Name Nippon Petroleum Refining Co., Ltd. Date of Establishment October 1, 1951 Head Office 3-12, Nishi Shimbashi 1-chome, Minato-ku, Tokyo Hiroshi Ono, Representative Representative Director and President Paid-in Capital Y5,000 million Principal Business Refinement and sale of petroleum products, generation and sale of electricity Major Shareholder Nippon Oil Corporation (100.0%) (as of Sep. 30, 2009) Number of Employees 3,627 (as of Sep. 30, 2009) Fiscal Year End March Net Assets Y134,600 million (as of Mar. 31, 2009) (non-consolidated) Total Assets Y811,300 million (as of Mar. 31, 2009) (non-consolidated) Net Sales Y309,600 million (Year ended Mar. 31, 2009) (non-consolidated) Ordinary Income Y19,900 million (Year ended Mar. 31, 2009) (non-consolidated) (Nippon Oil Exploration Limited) Trade Name Nippon Oil Exploration Limited Date of Establishment June 26, 1991 Head Office 3-12, Nishi Shimbashi 1-chome, Minato-ku, Tokyo Makoto Koseki, Representative Representative Director and President Paid-in Capital Y9,800 million Principal Business Exploration, development and production of petroleum and natural gas Major Shareholder Nippon Oil Corporation (100.0%) (as of Sep. 30, 2009) Number of Employees 589 (as of Sep. 30, 2009) Fiscal Year End December Net Assets Y124,400 million (as of Dec. 31, 2008) (non-consolidated) Total Assets Y313,000 million (as of Dec. 31, 2008) (non-consolidated) Net Sales Y48,500 million (non-consolidated) (Year ended Dec. 31, 2008) Ordinary Income Y44,800 million (non-consolidated) (Year ended Dec. 31, 2008) Nippon Oil Corporation - 21 - Nippon Mining Holdings, Inc.

Corporate Profiles of Major Companies (2) (Japan Energy Corporation) Trade Name Japan Energy Corporation Date of Establishment April 1, 2003 Head Office 10-1, Toranomon 2-chome, Minato-ku, Tokyo Isao Matsushita, Representative President and Chief Executive Officer Paid-in Capital Y48,000 million Principal Business Production and sale of petroleum products Major Shareholder Nippon Mining Holdings, Inc. (as of Sep. 30, 2009) (100.0%) Number of Employees 1,403 (as of Sep. 30, 2009) Fiscal Year End March Net Assets Y214,600 million (as of Mar. 31, 2009) (non-consolidated) Total Assets Y834,500 million (as of Mar. 31, 2009) (non-consolidated) Net Sales Y2,900,900 million (Year ended Mar. 31, 2009) (non-consolidated) Ordinary Income (Y110,000 million) (Year ended Mar. 31, 2009) (non-consolidated) (Japan Energy Development Co., Ltd.) Trade Name Japan Energy Development Co., Ltd. Date of Establishment April 2, 1982 Head Office 9-13, Akasaka 1-chome, Minato-ku, Tokyo Kenji Morita, Representative President and Representative Director Paid-in Capital Y5,000 million Principal Business Exploration, production and sale of petroleum and natural gas Major Shareholder Japan Energy Corporation (100.0%) (as of Sep. 30, 2009) Number of Employees 65 (as of Sep. 30, 2009) Fiscal Year End March Net Assets Y25,500 million (as of Mar. 31, 2009) (non-consolidated) Total Assets Y28,500 million (as of Mar. 31, 2009) (non-consolidated) Net Sales Y15,900 million (Year ended Mar. 31, 2009) (non-consolidated) Ordinary Income Y13,700 million (Year ended Mar. 31, 2009) (non-consolidated) (Nippon Mining & Metals Co., Ltd.) Trade Name Nippon Mining & Metals Co., Ltd. Date of Establishment April 7, 1981 Head Office 10-1, Toranomon 2-chome, Minato-ku, Tokyo Masanori Okada, Representative President and Chief Executive Officer Paid-in Capital Y24,500 million Principal Business Production and sale of non-ferrous metal products and processed electronic materials products Major Shareholder Nippon Mining Holdings, Inc. (as of Sep. 30, 2009) (100.0%) Number of Employees 1,231 (as of Sep. 30, 2009) Fiscal Year End March Net Assets Y104,800 million (as of Mar. 31, 2009) (non-consolidated) Total Assets Y298,300 million (as of Mar. 31, 2009) (non-consolidated) Net Sales Y187,800 million (Year ended Mar. 31, 2009) (non-consolidated) Ordinary Income (Y5,300 million) (Year ended Mar. 31, 2009) (non-consolidated) Nippon Oil Corporation - 22 - Nippon Mining Holdings, Inc.

Notice Regarding this Presentation Material Filings with the U.S. Securities and Exchange Commission Nippon Oil Corporation and Nippon Mining Holdings, Inc. may file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the "SEC") in connection with the proposed joint share transfer. The Form F-4 (if filed) will contain a prospectus and other documents. The Form F-4 (if filed) and prospectus, as they may be amended from time to time, will contain important information about Nippon Oil Corporation and Nippon Mining Holdings, Inc., the joint share transfer and related matters including the terms and conditions of the transaction. U.S. shareholders of Nippon Oil Corporation and Nippon Mining Holdings, Inc. are urged to read the Form F-4, the prospectus and the other documents, as they may be amended from time to time, that may be filed with the SEC in connection with the joint share transfer carefully before they make any decision at the shareholders meeting with respect to the joint share transfer. The Form F-4 (if filed), the prospectus and all other documents filed with the SEC in connection with the joint share transfer will be available when filed, free of charge, on the SEC's web site at www.sec.gov. In addition, the prospectus and all other documents filed with the SEC in connection with the joint share transfer will be made available to shareholders, free of charge, by faxing a request to Nippon Oil Corporation at +81-3-3502-9860 or Nippon Mining Holdings, Inc. at +81-3-5573-5139. Cautionary Statement Regarding Forward-Looking Statements This announcement contains certain forward-looking statements. These forward-looking statements may be identified by words such as 'believes', 'expects', 'anticipates', 'projects', 'intends', 'should', 'seeks', 'estimates', future' or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Actual results may differ materially in the future from those reflected in forward-looking statements contained in this document, due to various factors including but not limited to: (1) macroeconomic condition and general industry conditions such as the competitive environment for companies in energy, resources and materials industries; (2) regulatory and litigation matters and risks; (3) legislative developments; (4) changes in tax and other laws and the effect of changes in general economic conditions; (5) the risk that a condition to closing of the transaction may not be satisfied; (6) the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated; and (7) other risks to consummation of the transaction. Nippon Oil Corporation - 23 - Nippon Mining Holdings, Inc.