Mongolian Mining Corporation — Capital/Financing Update 2014

Dec 23, 2014

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.

This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for securities in the Company in the United States or elsewhere.

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Neither this announcement nor any copy thereof may be released into or distributed in the United States or any other jurisdiction where such release or distribution might be unlawful. The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933 (the “ US Securities Act ”) or the laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from, or transaction not subject to, the registration requirements of the US Securities Act and applicable state laws. The Company does not intend to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.

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MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 975)

RESULTS OF THE RIGHTS ISSUE OF 5,557,554,750 RIGHTS SHARES ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY TWO ExISTING SHARES HELD ON THE RECORD DATE AT Hk$0.28 PER RIGHTS SHARE

Joint Underwriters of the Rights Issue

(in alphabetical order)

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RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that, as at 4:00 p.m. on Wednesday, 17 December 2014, being the latest time for acceptance of and payment in respect of provisional allotments under the Rights Issue and for application and payment for excess Rights Shares, a total of 1,019 valid acceptances and applications had been received for a total of 19,120,688,401 Rights Shares, which comprise: (i) 566 valid acceptances for provisional allotments of a total of 5,388,049,276 Rights Shares, representing approximately 96.95% of the total number of Rights Shares available for subscription under the Rights Issue; and (ii) 453 valid applications for excess Rights Shares of a total of 13,732,639,125 Rights Shares, representing approximately 247.10% of the total number of Rights Shares available for subscription under the Rights Issue. In aggregate, they represented approximately 344.05% of the total number of 5,557,554,750 Rights Shares available for subscription under the Rights Issue.

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It is expected that the share certificates for fully-paid Rights Shares will be despatched by ordinary post to those entitled at their own risk on Monday, 29 December 2014. Refund cheques in respect of the wholly or partially unsuccessful applications for excess Rights Shares will also be despatched, without interest, to the applicants by ordinary post at their own risk on Monday, 29 December 2014.

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange on Tuesday, 30 December 2014.

UNDERWRITING AGREEMENT

The Rights Issue and the Underwriting Agreement became unconditional at 4:00 p.m. on Monday, 22 December 2014.

As the Rights Issue was over-subscribed, the obligations of the Joint Underwriters under the Underwriting Agreement in respect of the Rights Shares have been fully discharged.

ExCESS APPLICATIONS

Regarding the 13,732,639,125 excess Rights Shares which had been applied for by way of application under the EAFs, the Board has resolved to allot and issue a total of 169,505,474 Rights Shares available for excess application on a fair and equitable basis and, as far as practicable, on a pro-rata basis by reference to the number of excess Rights Shares applied for under each application. No preference has been given to topping-up odd lots to whole board lots.

Reference is made to the prospectus of Mongolian Mining Corporation (the “ Company ”) dated 3 December 2014 (the “ Prospectus ”). Capitalised terms used herein shall have the same meanings as those defined in the Prospectus unless otherwise stated.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that, as at 4:00 p.m. on Wednesday, 17 December 2014, being the latest time for acceptance of and payment in respect of provisional allotment under the Rights Issue and for application and payment for excess Rights Shares, a total of 1,019 valid applications and acceptances had been received for a total of 19,120,688,401 Rights Shares, which comprise:

• (i) 566 valid acceptances for provisional allotment of a total of 5,388,049,276 Rights Shares, representing approximately 96.95% of the total number of Rights Shares available for subscription under the Rights Issue; and

• (ii) 453 valid applications for excess Rights Shares of a total of 13,732,639,125 Rights Shares, representing approximately 247.10% of the total number of Rights Shares available for subscription under the Rights Issue.

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In aggregate, they represented approximately 344.05% of the total number of 5,557,554,750 Rights Shares available for subscription under the Rights Issue.

Pursuant to the Irrevocable Undertakings, the Irrevocable Undertaking Covenantors have accepted and subscribed for an aggregate of 3,659,139,288 Rights Shares under the PAL.

UNDERWRITING AGREEMENT

Based on the above, as the Rights Issue was over-subscribed, the obligations of the Joint Underwriters under the Underwriting Agreement in respect of the Rights Shares have been fully discharged. All the conditions precedent set out in the Underwriting Agreement have been fulfilled and the Rights Issue and the Underwriting Agreement became unconditional at 4:00 p.m. on Monday, 22 December 2014.

ExCESS APPLICATIONS

Regarding the 13,732,639,125 excess Rights Shares which had been applied for by way of application under the EAFs, the Board has resolved to allot and issue a total of 169,505,474 Rights Shares available for excess application on a fair and equitable basis and, as far as practicable, on a pro rata basis by reference to the number of excess Rights Shares applied for under each application. No preference has been given to topping-up odd lots to whole board lots.

The allotment results in respect of the excess Rights Shares are as follows:

Number of excess Rights Shares applied for 20 250 to 13,604,071,038 Total	Number of valid excess applications 3 450 453	Total number of excess Rights Shares applied for 60 13,732,639,065 13,732,639,125	Total number of excess Rights Shares allotted 0 169,505,474 169,505,474	Approximate percentage of allocation based on the total number of excess Rights Shares applied for in the category 0% 1.20% to 1.28%	Basis of allotment
					approximately 1.23% of the total excess Rights Shares applied for approximately 1.23% of the total excess Rights Shares applied for

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SHAREHOLDINGS IN THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue will be as follows:

Irrevocable Undertaking Covenantors Other public shareholders Joint Underwriters and their respective sub-underwriters2 Total	Immediately before completion of the Rights Issue1 Number of Shares Approximate % 2,439,426,192 65.84 1,265,610,308 34.16 0 0.00 3,705,036,500 100.00	Immediately after completion of the Rights Issue1 Number of Shares Approximate % 6,098,565,480 65.84 3,164,025,770 34.16 0 0.00 9,262,591,250 100.00
	Number of Shares 2,439,426,192 1,265,610,308 0 3,705,036,500	Number of Shares 6,098,565,480 3,164,025,770 0 9,262,591,250

Notes:

• 1 Certain percentages figures included in this table have been subject to rounding adjustments. Accordingly figures shown as totals may not be an arithmetic aggregation of the figures preceding them. The figures are based on information in the Company’s disclosure of interests register.

• 2 Pursuant solely to their respective underwriting obligations under the Underwriting Agreement and the subunderwriting agreements in respect of the Rights Issue and excluding any other interests.

DESPATCH OF SHARE CERTIFICATES FOR RIGHTS SHARES AND REFUND CHEQUES

It is expected that share certificates for fully-paid Rights Shares and the refund cheques in respect of wholly and partially unsuccessful applications for excess Rights Shares will be despatched by ordinary post to those entitled and the applicants, respectively, at their own risk, on Monday, 29 December 2014.

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COMMENCEMENT OF DEALINGS OF RIGHTS SHARES IN FULLY-PAID FORM

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange on Tuesday, 30 December 2014.

For and on behalf of the Board Mongolian Mining Corporation Odjargal Jambaljamts Chairman

Hong Kong, 24 December 2014

As at the date of this announcement, the board of directors of the Company consists of Mr. Odjargal Jambaljamts and Dr. Battsengel Gotov, being the executive directors of the Company, Mr. Batsaikhan Purev, Dr. Oyungerel Janchiv, Mr. Od Jambaljamts and Mr. Gankhuyag Adilbish, being the non-executive directors of the Company, and Mr. Ochirbat Punsalmaa, Mr. Unenbat Jigjid and Mr. Chan Tze Ching, Ignatius, being the independent non-executive directors of the Company.

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