IRC Limited — Capital/Financing Update 2013

Apr 5, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 1029)

COMPLETION OF GENERAL NICE INITIAL SUBSCRIPTION FOR NEW SHARES

The Board of IRC Limited is pleased to announce that the General Nice Initial Subscription has been completed on 5 April 2013 following the satisfaction of all of the applicable conditions precedent as set out in the General Nice Subscription Agreement.

A total of 817,536,000 new Shares, representing approximately 18.96% of the total issued share capital of IRC Limited, as enlarged by the issue and allotment of the General Nice Initial Subscription Shares as at the date of this announcement, have been allotted and issued by the Company to the General Nice Group, at the Subscription Price of HK$0.94 per new Share.

IRC Limited (‘‘IRC’’ or the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’ Stock Code 1029) is pleased to announce the completion of the first stage of the General Nice Subscription Agreement, following approval by the shareholders and the receipt of subscription monies of approximately HK$800.5 million (approximately US$103.3 million) from General Nice. 817,536,000 new Shares in IRC have been allotted and issued to the General Nice Group.

HIGHLIGHTS

• . Represents a strategic partnership, aligning IRC’s production growth in Russia with the operating and trading experience of General Nice and Minmetals Cheerglory in China.

• . The placement will fund IRC’s production growth, with the proceeds to be applied towards the flagship K&S Project Phase I and advancing Phase II expansion as well as the Garinskoye Project.

• . Shares issued at HK$0.94 per new Share, an 8% premium to the closing share price on 3 April 2013, being the last trading day prior to completion of the General Nice Initial Subscription.

• . Includes Off-take and marketing arrangements, providing IRC with both sales volume and cashflow security.

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• . Two-stage investment:

• Stage I: Subscription by General Nice of 851,600,000 new Shares, (including the deferred issue of 34,064,000 new shares (the General Nice Deferred Subscription Shares)) for approximately HK$800.5 million (approximately US$103.3 million) — completed on 5 April 2013.

• Stage II: Subscription by General Nice and Minmetals Cheerglory, exercisable at the option of General Nice, of up to an additional 1,110,900,000 new Shares, for a consideration of approximately HK$1.04 billion (approximately US$134.7 million) — expected completion before the end of September 2013.

Commenting on the announcement, Jay Hambro, Executive Chairman of IRC, said: ‘‘Since we announced the strategic partnership with General Nice and Minmetals in January, all parties have worked hard to complete the transaction on schedule. Now that the first stage is completed, I am delighted to welcome General Nice as a strategic shareholder, and look forward to the second stage completing on schedule when General Nice will further increase its shareholding and Minmetals Cheerglory will also become a shareholder. Our partnership with General Nice marks a new chapter in IRC’s evolution as the leading China-Russia producer of high quality steel raw materials. As IRC expects to quadruple total production capacity by 2014, we can benefit enormously from General Nice’s deep experience and skills in trading iron-ore in Mainland China. With this in mind, I am delighted about the nomination of Mr Cai Sui Xin, Chairman of General Nice to the Board and also, ahead of completion of Stage II, the nomination of Mr Michael Liu, Managing Director of Minmetals Cheerglory to the Board too, a positive sign that will allay completion concerns of this final phase expected to be before the end of September 2013.’’

Mr. Cai Sui Xin, Chairman of General Nice, added, ‘‘We are passionate about iron ore because it is the foundation of industrial growth and urbanisation in China. We were keen to find a way to backwardly integrate our business, and IRC was an ideal partner to help us achieve this. Their quality iron ore production and excellent logistics network for delivering directly to China is unrivalled, and complements our growing business and positive outlook for iron ore. General Nice will work with IRC to develop their excellent portfolio of iron ore projects and, through our off-take relationship, will help to market the iron ore they sell outside of Russia. We look forward to a long and mutually beneficial partnership with IRC. ’’

References are made to (i) the announcement of IRC Limited (the ‘‘Company’’) dated 17 January 2013 (the ‘‘Announcement’’); and (ii) the circular of the Company dated 21 February 2013 (the ‘‘Circular’’) in relation to, among others, the General Nice Initial Subscription. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated. Shareholders are advised to view full subscription details available in the Circular, available at www.ircgroup.com.hk.

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COMPLETION OF THE GENERAL NICE INITIAL SUBSCRIPTION

The Board of IRC Limited is pleased to announce that the General Nice Initial Subscription has been completed on 5 April 2013 following the satisfaction of all of the applicable conditions precedent as set out in the General Nice Subscription Agreement.

A total of 817,536,000 new Shares, representing approximately 18.96% of the total issued share capital of the Company, as enlarged by the issue and allotment of the General Nice Initial Subscription Shares as at the date of this announcement, have been allotted and issued by the Company to the General Nice Group, at the Subscription Price of HK$0.94 per new Share.

CHANGES IN SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company immediately before and immediately after the General Nice Initial Subscription Completion:

GENERAL NICE AND PARTIES ACTING IN CONCERT WITH IT General Nice1 and its concert parties2 Minmetals Cheerglory3 Petropavlovsk5 Total shareholdings of General Nice and parties acting in concert with it OTHER SHAREHOLDINGS Directors George Jay Hambro Contingent beneficial interest4 Beneficial interest Yury Makarov Contingent beneficial interest4 Beneficial interest Raymond Kar Tung Woo Contingent beneficial interest4 Beneficial interest Independent Shareholders Total other shareholdings TOTAL	Immediately before General Nice Initial Subscription Completion No. of Shares Approx. % 0 0 0 0 2,205,900,000 63.13 2,205,900,000 63.13 23,220,000 0.66 352,000 0.01 20,317,500 0.58 238,000 0.01 14,512,500 0.42 120,000 0 58,760,000 1.68 1,229,374,301 35.18 1,288,134,301 36.87 3,494,034,301 100	Immediately after General Nice Initial Subscription Completion No. of Shares Approx. % 817,536,000 18.96 0 0 2,205,900,000 51.16 3,023,436,000 70.12 23,220,000 0.54 352,000 0.01 20,317,500 0.47 238,000 0.01 14,512,500 0.34 120,000 0 58,760,000 1.36 1,229,374,301 28.51 1,288,134,301 29.88 4,311,570,301 100	Immediately after General Nice Initial Subscription Completion No. of Shares Approx. % 817,536,000 18.96 0 0 2,205,900,000 51.16 3,023,436,000 70.12 23,220,000 0.54 352,000 0.01 20,317,500 0.47 238,000 0.01 14,512,500 0.34 120,000 0 58,760,000 1.36 1,229,374,301 28.51 1,288,134,301 29.88 4,311,570,301 100
			70.12
			0.54 0.01 0.47 0.01 0.34 0
			1.36
			28.51
			29.88
			100

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• Note 1: Immediately after the General Nice Initial Subscription Completion, General Nice will have an indirect and beneficial interest in 817,536,000 shares of the Company.

• Note 2: Does not include the holdings of Minmetals Cheerglory or Petropavlovsk.

• Note 3: Although Minmetals Cheerglory is a party acting in concert with General Nice for the purposes of the Takeovers Code, Minmetals Cheerglory will not be a substantial shareholder or a connected person of the Company under the Listing Rules after Total Investment Completion. As such, for the purposes of Rule 8.24(2) of the Listing Rules, Minmetals Cheerglory is a member of the public.

• Note 4: Subject to the fulfillment of certain performance conditions, and subject to a three-year bullet vesting period.

• Note 5: Petropavlovsk owns 100% of the issued share capital of Cayiron Limited, which in turn directly holds shares in the Company.

Under the General Nice Subscription Agreement, the Company has also granted General Nice a right to subscribe for 863,600,000 new Shares (the General Nice Further Subscription Shares), which may be exercised at General Nice’s discretion within six months after the General Nice Initial Subscription Completion Date.

In the event that General Nice exercises the General Nice Further Subscription Right and Total Investment Completion occurs, General Nice will hold (i) 1,715,200,000 Shares which will represent approximately 31.43% of the issued share capital of the Company as enlarged by the Share Issue Transaction (assuming that no additional Shares other than the Subscription Shares will be issued between the date of this announcement up to Total Investment Completion and the General Nice Further Subscription Right is exercised within three months of General Nice Initial Subscription Completion); or (ii) 1,706,684,000 Shares which will represent approximately 31.33% of the issued share capital of the Company as enlarged by the Share Issue Transaction (assuming that no additional Shares other than the Subscription Shares will be issued between the date of this announcement up to Total Investment Completion and the General Nice Further Subscription Right is not exercised within three months of General Nice Initial Subscription Completion). Minmetals Cheerglory will hold 247,300,000 Shares upon Total Investment Completion which, on the same assumptions, will represent a further 4.53% or 4.54%, respectively, of the issued share capital of the Company upon Total Investment Completion.

As at the date of this announcement, Petropavlovsk, the controlling shareholder of the Company holds 2,205,900,000 Shares which represent approximately 51.16% of the issued share capital of the Company. As a result of the Share Issue Transaction, upon Total Investment Completion, the shareholding of Petropavlovsk will be diluted to 40.43% of the issued share capital of the Company (assuming that there is no change in the issued share capital of the Company other than the issue of the Subscription Shares between the date of this announcement up to Total Investment Completion and there is no adjustment to the number of General Nice Deferred Subscription Shares).

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ELECTION OF NON-EXECUTIVE DIRECTORS

Under the General Nice Subscription Agreement, upon General Nice Initial Subscription Completion, General Nice shall have the right to nominate two non-executive Directors to the Board.

Pursuant to the nomination rights given to General Nice, it is proposed that, Mr Cai Sui Xin and Mr Liu Qingchun be appointed as non-executive Directors of the Company subject to approval by the Shareholders at the forthcoming Annual General Meeting of the Company to be held on 12 April 2013. Details of the election of non-executive directors can be found in the circular of the Company dated 12 March 2013, also available at ircgroup.com.hk.

OFFTAKE ARRANGEMENT AND SIDE LETTER

Following the General Nice Initial Subscription Completion, the Offtake Framework Agreement and the Seaborne Offtake Agreement become effective, as does the Side Letter between Petropavlovsk and General Nice. Details of the Offtake Arrangement and Side Letter can be found in the Circular.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China Friday, 5 April 2013

As at the date of this announcement, the Executive Directors of the Company are Mr G. Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The Non-Executive Director is Mr Simon Murray, CBE, Chevalier de la Legion d’Honneur. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-fei Li.

The Directors jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

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IRC Limited 6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Fax: +852 2772 0329 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.hk

For further information please visit www.ircgroup.com.hk or contact:

Nicholas Bias Roger Ming Ren Head of Communications, IRC Ltd Investor Relations Co-ordinator, IRC Ltd Telephone: +852 2772 0007 Telephone: +852 2772 0007 Mobile: +852 9088 1029 Mobile: +852 9162 3310 Email: nb@ircgroup.com.hk Email: rr@ircgroup.com.hk

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