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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, |
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| 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 |
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| 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 |
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| 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 |
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| 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 |