Mongolian Mining Corporation — Share Issue/Capital Change 2012

Nov 28, 2012

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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MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 975)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board (the “ Board ”) of directors (the “ Directors ”) of Mongolian Mining Corporation (the “ Company ”) hereby announces that on 28 November 2012, the Company has granted to certain eligible participants (the “ Grantees ”), subject to acceptance by the Grantees, a total of 22,750,000 share options (the “ Share Options ”) under the share option scheme adopted by the Company on 17 September 2010.

Details of the Share Options granted are as follows:

Date of Grant: 28 November 2012 (the “ Date of Grant ”) Exercise Price: HK$3.92 [Note] to subscribe for one ordinary share of nominal value of US$0.01 each in the share capital of the Company (the “ Share ”) Closing price of the Shares HK$3.92 per Share on the Date of Grant:

Number of Share 22,750,000 Share Options (each share option shall entitle the Options granted: holder of the share option to subscribe for one Share)

Validity period of In respect of each Grantee, the Share Options granted shall be Share Options: exercisable during the relevant periods set out below subject to vesting scale in three tranches:

• (i) The first 25% tranche of the Share Options shall be exercisable from 28 November 2013 to 28 November 2020;

• (ii) the second 25% tranche of the Share Options shall be exercisable from 28 November 2014 to 28 November 2020; and

• (iii) the third 50% tranche of the Share Options shall be exercisable from 28 November 2015 to 28 November 2020.

The Share Options shall lapse at the end of 8 years after the Date of Grant.

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• Note: The exercise price is the highest of (i) the closing price of HK$3.92 per Share as stated in the daily quotations sheet issued by The Stock Exchange of Hong Kong Limited on the Date of Grant; (ii) the average closing price of HK$3.86 per Share as stated in the daily quotations sheet issued by The Stock Exchange of Hong Kong Limited for the five business days immediately preceding the Date of Grant; and (iii) the nominal value of the Share.

The Share Options were granted to an executive Director/Chief Executive Officer (“ CEO ”) and other employees of the Company, details of which are as follows:

		Number of
Grantees	Position/Capacity	Share Options
Dr. Battsengel Gotov	executive Director and CEO	5,000,000
Others	Employees	17,750,000
	Total:	22,750,000

Save as disclosed in this announcement, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, nor an associate (as defined in the Listing Rules) of any of them.

The granting of the Share Options to Dr. Battsengel Gotov, executive Director and CEO, was approved by all independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules.

By Order of the Board of Mongolian Mining Corporation Odjargal Jambaljamts Chairman

Hong Kong, 28 November 2012

As at the date of this announcement, the Board consists of Mr. Odjargal Jambaljamts and Dr. Battsengel Gotov, being the executive Directors, Dr. Oyungerel Janchiv, Mr. Batsaikhan Purev, Mr. Od Jambaljamts and Ms. Enkhtuvshin Gombo, being the non-executive Directors, and Mr. Ochirbat Punsalmaa, Mr. Unenbat Jigjid and Mr. Chan Tze Ching, Ignatius, being the independent non-executive Directors.

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