IRC Limited — Capital/Financing Update 2015

Feb 2, 2015

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.

IMPORTANT NOTICE: Nothing in this announcement shall constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or Russia and is not an advertisement of the said information in Russia in the meaning of the Russian legislation on advertising and securities’ market regulations. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable states securities laws. Nor does it constitute an offer of, or an invitation to buy, securities in any jurisdiction, including Russia, in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation.

None of the information in this announcement may be taken or transmitted in or into the United States or Russia or distributed, directly or indirectly, in or into the United States or Russia.

==> picture [154 x 79] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1029)

PETROPAVLOVSK PLC REFINANCING PLAN PROSPECTUS

Tuesday, 3 February 2015: IRC Limited (‘‘IRC’’ or the ‘‘Company’’) — advises that Petropavlovsk plc today published a prospectus in relation to its proposed refinancing plan that involves a pre-emptive rights issue of up to approximately US$235 million, a bond exchange offer and the issue of US$100 million of new convertible bonds. The prospectus can be viewed at www.petropavlovsk.net.

The Petropavlovsk plc refinancing is for their shareholders and the holders of their existing convertible bonds (“Bondholders”). The purpose of the refinancing plan is to refinance the existing convertible bonds which mature in March 2015. The refinancing plan is conditional on, amongst other things, the approval of their shareholders and the Bondholders. The refinancing plan involves:

• . A fully pre-emptive (save for certain regulatory exceptions) rights issue of new ordinary shares to existing shareholders

• . An exchange offer pursuant to which a portion of the existing convertible bonds will be exchanged for a mixture of ordinary shares in Petropavlovsk plc, cash and new convertible bonds

• . A US$100 million issue of new bonds

– 1 –

The principal purpose of Petropavlovsk’s proposed refinancing plan is to address its obligation to repay the existing convertible bonds. Following completion of this transaction it is expected that Petropavlovsk’s net debt will be significantly reduced.

Implementation of the refinancing will result in Petropavlovsk being in an improved financial position to continue its operations and with a strengthened balance sheet to support the development of the its substantial reserves and resources and being better placed to take advantage of the significant operating margin that it now enjoys.

Attention is drawn to the full prospectus setting out details of the proposed refinancing. This document contains cautions and terms normal for a transaction of this kind in the United Kingdom. In particular, IRC notes that the prospectus includes what IRC considers to be a worst-case scenario working capital assessment of the Petropavlovsk Group. This includes the forecast worst-case working capital position of IRC, given that Petropavlovsk plc is a guarantor of the ICBC project finance facility. IRC notes the forecast working capital position of IRC as stated in the prospectus and highlights that this is a downside scenario and it is neither consistent with IRC forecasts nor does it take into account a series of significant mitigating factors which could improve the forecast, including: the completion of the General Nice and Minmetals Cheerglory subscriptions; undrawn ICBC project finance facility of US$52 million; K&S commissioning on schedule in mid-2015; achieving iron ore production at K&S of 1.7 million tonnes of concentrate for 2015; and a potential improvement in iron ore and titanium prices or a weaker US Dollar: Rouble exchange rate.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China Tuesday, 3 February 2015

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 Directors are Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Cai Sui Xin and Mr Liu Qingchun. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-fei Li.

– 2 –

For further information, please contact:

Nicholas Bias

Head of Communications Telephone: +852 2772 0007 Mobile: +852 9088 1029 Email: nb@ircgroup.com.hk

Shirly Chan (中文查詢) Investor Relations Co-Ordinator Telephone: +852 2772 0007 Mobile: +852 6623 3450 Email: sc@ircgroup.com.hk

Registered Office

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

– 3 –