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Mongolian Mining Corporation Capital/Financing Update 2014

Dec 2, 2014

49597_rns_2014-12-02_fd91e80d-ec76-4559-b3a7-943a2d025fc9.pdf

Capital/Financing Update

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Excess Application Form Number

IMPORTANT

Reference is made to the prospectus issued by Mongolian Mining Corporation (the “ Company ”) dated 3 December 2014 in relation to the Rights Issue (the “ Prospectus ”). Terms defined in the Prospectus shall bear the same meanings when used herein unless the context otherwise requires.

THIS EXCESS APPLICATION FORM (“ EAF ”) IS VALUABLE BUT IS NOT TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING PAL EXPIRES AT 4:00 P.M. ON 17 DECEMBER 2014.

If you are in any doubt as to any aspect of this EAF or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

A copy of this EAF together with the other Rights Issue Documents have been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

Dealings in the Shares, the nil-paid Rights Shares and the Rights Shares may be settled through CCASS and you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. Existing Shares have been dealt in on an ex-rights basis from 26 November 2014. Dealings in the nil-paid Rights Shares will take place from 5 December 2014 to 12 December 2014 (both days inclusive).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this EAF, 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 EAF.

Subject to the granting of the listing of, and permission to deal in, the nil-paid Rights Shares and the Rights Shares on the Stock Exchange, and subject to compliance with the stock admission requirements of HKSCC, the nil-paid Rights Shares and the Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the nil-paid Rights Shares and the Rights Shares on the Stock Exchange or such other date(s) as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the “General Rules of CCASS” and the “CCASS Operational Procedures” in effect from time to time.

The Underwriting Agreement contains provisions granting the Joint Underwriters a right to terminate the Underwriting Agreement upon the occurrence of certain events, which have been set out in the section headed “Termination of the Underwriting Agreement” in the Prospectus. If the Underwriting Agreement is terminated by the Joint Underwriters or does not become unconditional, the Rights Issue will not proceed. Please refer to the section headed “Letter from the Board – Underwriting Arrangements – Conditions of the Rights Issue” in the Prospectus for further details of the conditions of the Rights Issue.

SUBJECT TO CERTAIN EXCEPTIONS, THIS DOCUMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR ANY OTHER SPECIFIED TERRITORY AS SET OUT IN THE PROSPECTUS. THE PAL, THE NIL-PAID RIGHTS SHARES AND THE RIGHTS SHARES HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, NONE OF THE PAL, THE NIL-PAID RIGHTS SHARES AND THE RIGHTS SHARES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR ANY OTHER SPECIFIED TERRITORY AS SET OUT IN THE PROSPECTUS OR IN ANY OTHER COUNTRY, TERRITORY OR POSSESSION WHERE TO DO SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT AND/OR ANY OTHER RIGHTS ISSUE DOCUMENTS COME SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

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MONGOLIAN MINING CORPORATION (Incorporated in the Cayman Islands with limited liability)

Branch share registrar in Hong Kong: Computershare Hong Kong Investor Services Limited Shops 1712–1716, 17th Floor, Hopewell Centre 183 Queen’s Road East

(Stock Code: 975)

Wanchai RIGHTS ISSUE ON THE BASIS OF Hong Kong THREE RIGHTS SHARES FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.28 PER RIGHTS SHARE PAYABLE IN FULL ON ACCEPTANCE BY NO LATER THAN 4:00 P.M. ON 17 DECEMBER 2014

Registered Office: P.O. Box 2681 Cricket Square Hutchins Drive Grand Cayman KY1-1111 Cayman Islands 3 December 2014

Name(s) and address of the Qualifying Shareholder(s)合資格股東姓名及地址 EXCESS APPLICATION FORM

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The Directors
Mongolian Mining Corporation
Sirs,
being the registered holder(s) of Shares named above, hereby irr
arate remittance by cheque or cashiers’ order in favour of “Mong
mentioned number of excess Rights Shares and I/we hereby reque
cess Rights Shares as may be allotted to me/us in respect of this
able basis according to the principle that any excess Rights Share
ss Rights Shares being applied for, and no reference will be made
eholders under PALs is greater than the aggregate number of exce
rence will be given to topping up odd lots to whole board lots. I/W
hereby undertake to accept such number of excess Rights Share
authorise you to place my/our name(s) on the register of members
2.
:
2014
CEDURE FOR ACCEPTANCE
AF should be completed and lodged, together with payment of HK$0.28 p
East, Wanchai, Hong Kong so as to be received by not later than 4:00 p.m
d by a licensed bank in Hong Kong. All such cheques or cashier’s orders m
egistrar at (852) 2862 8633.
eques and cashier’s orders will be presented for payment immediately fo
d for which are the subject of this EAF will constitute a warranty by the ap
mpanying cheque or cashier’s order is dishonoured on first presentation.
RIBUTION OF THIS EAF AND THE OTHER RIGHTS ISSUE DOCUMEN
ct to certain exceptions, this EAF shall only be sent to Qualifying Sharehold
bution of this EAF and the other Rights Issue Documents into jurisdictions o
elves of and observe any such restrictions. Any failure to comply with tho
In particular, subject to certain exceptions as agreed between the Compa
ights Issue Documents will not be registered under the applicable securitie
LIFYING SHAREHOLDERS AND NON-QUALIFYING SHAREHOLDERS
alify for the Rights Issue and to apply for excess Rights Shares under this
on-Qualifying Shareholders are (i) Shareholders whose address(es) as sho
uch Shareholder who was registered as a member of the Company on the
ubscribe for the Rights Shares under the Rights Issue” is regarded as a Qu
pt of this EAF and/or any other Rights Issue Document does not and will
e copied or redistributed. Persons (including, without limitation, agents, cu
s to any person in, into or from, any of the Specified Territories. If an EAF
would not violate applicable legal or regulatory requirements. Any person
wise) should draw the recipient’s attention to the contents of this section.
thstanding any other provision in this EAF or any other Rights Issue Docu
nt legal or regulatory requirements.
ED CATEGORIES OF PERSONS IN THE SPECIFIED TERRITORIES W
thstanding what is said in the section headed “Qualifying Shareholders and
any participations in the Rights Issue as well as the identity of the persons
ed that such Shareholders and Beneficial Owners are able to provide the C
ct your Intermediary to make the necessary arrangements.
ESENTATIONS AND WARRANTIES
mpleting, signing and submitting this EAF, each subscriber of excess Rig
ement expressly in writing that:
he/she/it was a Shareholder as at the Record Date, or he/she/it lawfully a
he/she/it may lawfully be offered, take up, exercise, obtain, subscribe for
subject to certain exceptions, he/she/it is not resident or located in, or a
subject to certain exceptions, he/she/it is not accepting an offer to acqui
accept was given;
he/she/it is not doing so for the account of any person who is located in t
(a)
the instruction to acquire or take up the nil-paid Rights Shares or t
(b)
the person giving such instruction has confirmed that it (i) has the
meaning of Regulation S under the US Securities Act;
he/she/it is acquiring the nil-paid Rights Shares and/or the Rights Shares
he/she/it has not been offered the Rights Shares by means of any “direct
he/she/it is not purchasing or taking up the nil-paid Rights Shares or sub
and
he/she/it understands that neither the nil-paid Rights Shares nor the Rig
are being distributed and offered outside the United States in reliance on
reliance on an exemption from, or in transactions not subject to, the regis
thstanding the representations above, the Company may offer the nil-paid
ns fulfil the relevant requirements to the satisfaction of the Company. For th
ERAL
ill be notified by the Company of any allotment of excess Rights Shares m
umber applied for, a cheque for the surplus application monies will be post
ights Shares will be posted at your own risk on or before 29 December 201
cuments, including cheques for amounts due, will be sent by ordinary po
ences in this EAF to time and dates are to Hong Kong local time and date
mpleting, signing and submitting this EAF, you agree to disclose to the Co
ersonal Data (Privacy) Ordinance provides the holders of securities with rig
he Registrar have the right to charge a reasonable fee for the processing of
ng Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kon
cess Rights Share(s) at the Subscription Pri
ssed “Account Payee Only” issued for HK$ number, to me/us and to send by ordinary p
to me/us. I/We understand that allotment in
y reference to the number of excess Rights
existing number of Shares held by Qualifyin
te to each Qualifying Shareholder who appli
any of the excess Rights Shares applied for.
in the Prospectus and subject to the articles

oint applicant(s) must sign)
e Company’s branch share registrar, Computersh
rs and must be forwarded either by cheque drawn
ation Account” and crossed “Account Payee On
the benefit of the Company. Completion and retu
ntation. Without prejudice to its other rights, the C
sion this EAF or any of the other Rights Issue Doc
jurisdiction. Any Shareholder or Beneficial Owner
ts should not be distributed, forwarded to or trans
y as at 2 December 2014 and must not be a Non-
he Record Date is/are in the Specified Territories a
scribed in the section below headed “Limited cate
ake an offer and, in those circumstances, this EA
y other Rights Issue Document should not, in con
nee, he/she must not seek to apply for any exces
o does forward this EAF or any other Rights Issue
r excess Rights Shares if the Company, in its abso
RIBE FOR THE RIGHT SHARES UNDER THE RI
pecified Territories may be able to take up their rig
holders and Beneficial Owners in any of the Speci
nt requirements in the relevant jurisdiction(s). For B
the Joint Underwriters and to any person acting o
tly, from such a person;
iction in which he/she/it resides or is currently loca
t Rights Shares on a non-discretionary basis for a
the United States; and
n over such account or (y) is an investment mana
es Act;
er, delivery or distribution, directly or indirectly, of
with any securities regulatory authority of any state
nds the nil-paid Rights Shares and the Rights Sha
he Company reasonably believes to be QIBs in tra
ject to any of the above warranties and representa
for the full amount tendered on application will be
ore 29 December 2014. Any such cheque will be d
their registered address. This EAF and all applicat
nal data and any information which they require ab
data, to obtain a copy of that data, and to correct
ta or for information regarding policies and practic
attention of the company secretary or (as the case
Application can be made only by the
Shareholder(s) named here
ce of HK$0.28 per Rights

Qualifying
Share under t he Rights Issue in respect of which I/we enclose
being payment in full on application for the
above my/our share certificate(s) for the number
by the Directors at their discretion on a fair and
n. Reference will only be made to the number of
of Rights Shares not taken up by the Qualifying
ber of such excess Rights Shares applied for. No
ct of any excess Rights Shares allotted to me/us,
evocably apply for
olian Mining Corp
st you to allot suc
application and/or
s will be allocated
to Rights Shares
ss Rights Shares
e acknowledge tha
s as may be allotte
of the Company a

ex
oration-Excess Application Account” and cro
h excess Rights Shares applied for, or any lesser
a cheque for any application money refundable
to Qualifying Shareholders on a pro rata basis b
comprised in applications under any PAL or the
applied for through EAFs, the Directors will alloca
t I am/we are not guaranteed to be allotted all or
d to me/us as aforesaid upon the terms set out
s holder(s) of such Rights Shares.
3.
Signature(s) of applicant(s) (all j
he number of excess Rights Shares applied for, with th
014. All remittances must be made in Hong Kong dolla
e to “Mongolian Mining Corporation-Excess Applic
all interest earned on such monies will be retained for
eque or cashier’s order will be honoured on first prese
g may be restricted by law. Persons into whose posses
onstitute a violation of the securities laws of any such
erwriters, this EAF and the other Rights Issue Documen
risdiction other than Hong Kong.
ust have been registered as a member of the Compan
members of the Company at the close of business on t
o fulfils the requirements of an applicable exemption de
r in those jurisdictions in which it would be illegal to m
nd trustees) who receive a copy of this EAF and/or an
erson in any such territory, or by his/her agent or nomi
itation, agents, custodians, nominees and trustees) wh
eserves the right to permit any Shareholder to apply fo
O TAKE UP THEIR NIL-PAID RIGHTS AND SUBSC
eholders” above, limited categories of persons in the S
to participate in any of the Specified Territories. Share
ce, to the Company’s satisfaction, that they fulfil releva
epresents and warrants to each of the Company and
lly acquire the nil-paid Rights Shares, directly or indirec
aid Rights Shares and/or the Rights Shares in the jurisd
States or any other Specified Territory;
se the nil-paid Rights Shares or subscribe for or accep
less:
cept Rights Shares was received from a person outside
h instruction, and (ii) either (x) has investment discretio
action” as defined in Regulation S under the US Securiti
defined in Regulation S under the US Securities Act;
ting Rights Shares with a view to the offer, sale, transf
n or will be registered under the US Securities Act or
the US Securities Act. Consequently he/she/it understa
of the US Securities Act.
Rights Shares in the United States to persons whom t
t, neither HKSCC nor HKSCC Nominees Limited is sub
ess Rights Shares are allotted to you, a refund cheque
n risk. Such posting is expected to take place on or bef
elevant applicants or other persons entitled thereto to
ed.
egistrar and their respective advisers and agents perso
ther the Company or the Registrar hold their personal
uest. All requests for access to data or correction of da
time to time in accordance with applicable law, for the
ost at my/our risk to the
respect of this application
Shares applied for under
g Shareholders. If the agg
es for excess Rights Shar
of association of the Com
4.

are Hong Kong Investor Servi
on a Hong Kong dollar acco
ly”. All enquiries in connectio
rn of this EAF together with
ompany reserves the right to
uments come (including, with
who is in any doubt as to his
mitted in, into or from any of
Qualifying Shareholder.
nd (ii) Shareholders or Benefi
gories of persons in the Spe
F and/or the other Rights Iss
nection with the Rights Issue
s Rights Shares under this E
Document in, into or from an
lute discretion, is satisfied th
GHTS ISSUE
hts under the Rights Issue. T
fied Territories may still partic
eneficial Owners in any of the
n their behalf, unless, in the
ted;
person who is resident or lo
ger or investment company t
such nil-paid Rights Shares
, territory, or possession of
res may not be offered, sold,
nsactions exempt from the re
tions.
posted to you at your own ris
rawn in favour of the person
ions pursuant to it shall be g
out you or the person(s) for
any data that is inaccurate. I
es and the kinds of data held
may be) the Registrar.
address shown
shall be made
each applicatio
regate number
es the full num
pany. In respe
e
O
s E
d
e
R
ch
lie
o
T
je
ri
ms
ay.
R
A
qu
N
s
s
ei
b
re
on
er
wi
va
IT
wi
w
vid
ta
PR
co
uir
wi
so
N
w
n
R
do
er
co
P
t
o
er Rights Share for t
. on 17 December 2
ust be made payabl
llowing receipt and
plicant(s) that the ch
TS
ers.
ther than Hong Kon
se restrictions may c
ny and the Joint Und
s legislation of any ju
EAF, a Shareholder m
wn in the register of
Record Date and wh
alifying Shareholder.
not constitute an offe
stodians, nominees a
is received by any p
(including, without lim
ment, the Company r
HO MAY BE ABLE T
Non-Qualifying Shar
who may be allowed
ompany with eviden
hts Shares hereby r
cquired or may lawfu
and receive the nil-p
citizen of, the United
re, take up or exerci
he United States, un
o subscribe for or ac
authority to give suc
in an “offshore trans
ed selling efforts” as
scribing for or accep
hts Shares have bee
Regulation S under
tration requirements
Rights Shares or the
e avoidance of doub
ade to you. If no exc
ed to you at your ow
4.
st at the risk of the r
unless otherwise stat
mpany and/or the R
hts to ascertain whe
any data access req
g or as notified from
Contact Tel No
ces Limited, at S
unt with a licens
n with this applic
a cheque or ca
reject any appli
out limitation, ag
/her position sho
the Specified Ter
cial Owners who
cified Territories
ue Documents m
, distribute or se
AF unless the Co
y Specified Territ
at the transactio
he Company res
ipate in the Righ
Specified Territo
ir sole discretion
cated in, or a cit
hat is acquiring t
or Rights Shares
the United States
pledged or othe
gistration require
k and, if the num
(s) named on this
overned by and
whose benefit yo
n accordance wit
should be addre
:
hops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s
ed bank in Hong Kong or by a separate cashier’s order
ation for excess Rights Shares should be addressed to
shier’s order in payment for the excess Rights Shares
cation for excess Rights Shares in respect of which the
ents, custodians, nominees and trustees) should inform
uld consult an appropriate professional adviser without
ritories.
is/are residents in the Specified Territories, except that
who may be able to take up their nil-paid Rights Shares
ust be treated as sent for information only and should
nd the same in, into or from, or transfer nil-paid Rights
mpany and the Joint Underwriters determine that such
ories (whether under a contractual or legal obligation or
n in question would not result in a contravention of any
erves the absolute discretion in determining whether to
ts Issue, subject to the Company’s absolute discretion,
ries who want to participate in the Rights Issue, please
, the Company and the Joint Underwriters waive such
izen of, the United States at the time the instruction to
he Rights Shares in an “offshore transaction” within the
into the United States or any other Specified Territory;
and the nil-paid Rights Shares and the Rights Shares
rwise transferred in or into the United States, except in
ments under the US Securities Act, provided that such
ber of excess Rights Shares allotted to you is less than
EAF. It is expected that share certificates in respect of
construed in accordance with the laws of Hong Kong.
u have made the application for excess Rights Shares.
h the Personal Data (Privacy) Ordinance, the Company
ssed to the Company, at its principal place of business