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IRC Limited Capital/Financing Update 2016

May 25, 2016

49636_rns_2016-05-24_fc1b04d3-2991-4a76-b5e1-2d6a5c26f0b8.pdf

Capital/Financing Update

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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 the Hong Kong with limited liability) (Stock code: 1029)

PLEDGE OF SHARES BY CONTROLLING SHAREHOLDER

Wednesday, 25 May 2016 : This announcement is made by IRC Limited (the “ Company ”) pursuant to Rule 13.17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (“ Listing Rules ”).

As set out in the Company’s announcement of 19 April 2016, the Company has been in discussions with ICBC and China Export & Credit Insurance Corporation regarding waivers in respect of the IRC group’s project finance facility with ICBC, and on 19 April 2016 the Company was informed that the waivers had been granted, subject to the fulfilment of certain conditions precedent.

Those conditions precedent include the grant by the Company’s controlling shareholder, Cayiron Limited (a wholly-owned subsidiary of Petropavlovsk PLC), of a pledge over Cayiron Limited’s shares in the Company which are not already pledged to ICBC (“ Share Mortgage ”). The Company has been informed as of 24 May 2016 that the Share Mortgage has come into effect in respect of 1,684,523,530 ordinary shares of the Company held by Cayiron Limited as security for the obligations of Petropavlovsk as guarantor under the ICBC project finance facility. The Share Mortgage is additional to the pledge granted by Cayiron Limited of 521,376,470 ordinary shares of the Company as announced by the Company on 6 February 2015. The amount currently outstanding under the ICBC project finance facility as at 30 April 2016 was US$276.3 million.

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The Company continues to work towards the fulfilment of the remaining conditions precedent to the waivers and further announcements will be made in due course.

By Order of the Board IRC Limited Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China Wednesday, 25 May 2016

As at the date of this announcement, the Executive Directors of the Company are Mr Yury Makarov and Mr Danila Kotlyarov. The Non-Executive Directors are Mr George Jay Hambro, Mr Cai Sui Xin, Mr Liu Qingchun and Mr Raymond Kar Tung Woo. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Chuang-Fei Li and Mr Jonathan Martin Smith.

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Fax: +852 2772 0329 Email: [email protected] Website: www.ircgroup.com.hk

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

Shirly Chan

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: [email protected]

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