IRC Limited — Major Shareholding Notification 2021

Dec 9, 2021

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)

INSIDE INFORMATION DISPOSAL OF ENTIRE STAKE BY A SUBSTANTIAL SHAREHOLDER AND CHANGE OF SINGLE LARGEST SHAREHOLDER AND RESUMPTION OF TRADING

Thursday, 9 December 2021: This announcement is made by IRC Limited (“ IRC ” or the “ Company ”, together with its subsidiaries, the “ Group ”; Stock Code 1029) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “ SFO ”).

Reference is made to the Company’s announcement dated 6 December 2021 disclosing that, among other things, Petropavlovsk PLC had disposed of 29.86% of the total issued share capital of the Company, to Stocken Board AG (“ Stocken ”). On 8 December 2021 (after trading hours), the Company received Disclosure of Interest Forms under Part XV of the SFO through the Disclosure of Interests Online System of the Hong Kong Exchanges and Clearing Limited disclosing that Stocken has entered into two sale and purchase agreements to dispose of the entire 29.86% stake in the Company. The Disclosure of Interest Forms state that:

• (i) Stocken entered into a sale and purchase agreement with Gazprombank (through its wholly-owned subsidiary Cerisier Ventures Limited) for Gazprombank to purchase 1,708,762,542 ordinary shares of the Company (representing 24.07% of the total issued share capital of the Company as at the date of this announcement) at a consideration of US$0.0179 (equivalent to approximately HK$0.1396) per ordinary share; and

• (ii) Stocken entered into a sale and purchase agreement with Mr Dmitry Bakatin (through his wholly-owned company Major Mining Partner (CY) Limited) for Mr Bakatin to purchase 411,237,458 ordinary shares of the Company (representing 5.79% of the total issued share capital of the Company as at the date of this announcement) at a consideration of US$0.0057 (equivalent to approximately HK$0.0445) per ordinary share.

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The Disclosure of Interest Forms disclose that the two sale and purchase agreements became legally binding on 3 December 2021, but do not disclose whether or not the transactions have been completed.

Investors and shareholders of the Company will be aware that Gazprombank is the Group’s lender pursuant to two project finance facilities entered into in December 2018. Save as disclosed and so far as the Company is aware, Gazprombank is a third party independent of and not connected with the Company and its connected persons. So far as the Company is aware, Mr Bakatin is a third party independent of and not connected with the Company and its connected persons.

The shareholding structure of the Company: (a) immediately prior to completion of the sale and purchase agreements; and (b) immediately following completion of the sale and purchase agreements, is as follows:

Immediately prior to completionof the sale and purchaseagreementsNo. of Shares%Stocken2,120,000,00029.86%Gazprombank (through its wholly-ownedsubsidiary Cerisier Ventures Limited)00.00%Mr Dmitry Bakatin (through his wholly-ownedcompany Major Mining Partner (CY) Limited)00.00%Other shareholders4,979,714,38170.14%7,099,714,381100.00%	Immediately followingcompletion of the sale andpurchase agreementsNo. of Shares%00.00%1,708,762,54224.07%411,237,4585.79%4,979,714,38170.14%7,099,714,381100.00%	Immediately followingcompletion of the sale andpurchase agreementsNo. of Shares%00.00%1,708,762,54224.07%411,237,4585.79%4,979,714,38170.14%7,099,714,381100.00%
		24.07%5.79%70.14%
		100.00%

Based on the Disclosure of Interest Forms and upon completion of the sale and purchase agreements (assuming this has not occurred as at the date of this announcement), the Company understands that: (i) Stocken will cease to hold any shares in the Company and cease to be a shareholder in the Company; and (ii) Gazprombank will become a substantial shareholder holding 24.07% of the issued share capital of the Company and will be the largest single shareholder of the Company.

Resumption of trading

Reference is made to the Company’s announcement dated 9 December 2021, pursuant to which it was disclosed that all dealings in the shares of the Company were halted with effect from 9:00 a.m. on 9 December 2021.

Application will be made by the Company to The Stock Exchange of Hong Kong Limited for the resumption of trading of the shares of the Company expectedly with effect from 9:00 a.m. on 10 December 2021.

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Shareholders of the Company and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

The figures in US$ are converted into HK$ at the rate of US$1 = HK$7.80 for indicative purposes only.

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

Hong Kong, People’s Republic of China Thursday, 9 December 2021

As at the date of this announcement, the Executive Director of the Company is Mr Yury Makarov. The Non-Executive Directors are Mr Peter Hambro and Mr Danila Kotlyarov. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith, Mr Raymond Kar Tung Woo and Mr Martin Davison.

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Telephone: +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:

Kent Lo

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: kl@ircgroup.com.hk

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