Aluminum Corporation of China Limited : ANNOUNCEMENT
04/25/2012| 08:01am US/Eastern

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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.
ANNOUNCEMENT
Aluminum Corporation of China Limited ("Chalco")
and Ivanhoe Mines Ltd. ("Ivanhoe")
make reference to the announcement made by SouthGobi
Resources Ltd. ("SouthGobi") on
16 April 2012 regarding an announcement in a press conference
by the Mineral Resources Authority of Mongolia
("MRAM") of a proposed request to suspend
exploration and mining activity on certain licenses
pertaining to SouthGobi's Ovoot Tolgoi Mine. It was
mentioned that MRAM had stated that the move is in relation
to the proposed proportional takeover bid contemplated by the
lock-up agreement between Ivanhoe and Chalco, dated as of 1
April
2012 (the "Lock-up Agreement").
Although the proposed partial bid is compliant with all the
relevant laws and regulations of jurisdictions concerned,
SouthGobi, Ivanhoe and Chalco have been advised by the
Government of Mongolia that it is considering the
introduction of new foreign investment legislation to allow
it to assess investments. In this context, the parties
understand that amongst the key issues to be considered by
Government of Mongolia include the establishment of fair
transfer pricing and taxation regimes with foreign investors.
The parties also understand that the Government of Mongolia
will look to model the legislation from precedents in other
major jurisdictions.
Ivanhoe and Chalco have also noted certain statements made by
various Mongolian stakeholders recently since the
announcement of the proposed partial offer and would like to
express their commitment to cooperate with and assist MRAM
and the Government of Mongolia in any future processes that
they may have.
The parties confirm that subject to the terms and conditions
set out in the Lock-up Agreement, Chalco has agreed to make a
take-over bid on or before 5 July 2012, and thereafter the
bid must be taken up 36 days after it is made. Chalco
confirms that its current intention is to mail the circular
on or about 5 July 2012 and all deposited shares would be
taken up by Chalco on
10 August 2012. Chalco also confirms that it will not mail
the bid circular before 28 June
2012. Under the Lock-up Agreement, Ivanhoe is required to
deposit its shares to Chalco's bid within 10 days after
Chalco mails its circular. However, a condition to Chalco's
completion of the proposed partial offer is that all required
regulatory approvals have been obtained on terms satisfactory
to Chalco. Unless and until such regulatory approvals have
been obtained to its satisfaction, Chalco may withdraw its
bid (in which case all deposited shares will be returned to
shareholders) or extend its bid up to 180 days from the date
of the
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offer to allow time for regulatory processes to be completed.
Chalco confirms that it intends not to take up any shares
under its bid unless and until the regulatory approvals from
the Government of Mongolia, if any, as well as other
regulatory approvals pursuant to the Lock- up Agreement have
been obtained and other conditions of the Lock-up Agreement
have been satisfied or waived.
In the event new foreign investment legislation is
implemented by the Government of Mongolia prior to the
completion of the partial offer of the shares in SouthGobi,
Ivanhoe and Chalco will cooperate with the Government to
ensure any requirements under such legislation are
satisfied.
Chalco intends to leverage its position as an established
metals and mining industry incumbent to further enhance the
coal operation of SouthGobi. Under its cooperation agreement
with SouthGobi, Chalco has undertaken, following completion
of the bid, to provide support services to further develop
the SouthGobi operation for the benefit of SouthGobi and its
shareholders. Chalco believes there will be a net benefit to
Mongolia and the Mongolian mining industry which will also
help strengthen the future economic interests and
co-operation between Mongolia and China.
About Chalco
Chalco is headquartered in Beijing and listed in Shanghai
(601600.SH), Hong Kong (2600.HK) and NYSE (ACH.US) as a
diversified Aluminum and mining company. Apart from its
integrated Aluminum portfolio and the dominant position in
China's Aluminum industry, it has also started to penetrate
other growth-oriented mining areas. The Chairman and CEO of
Chalco is Mr. Xiong Weiping and Mr. Luo Jianchuan is the
President.
About Ivanhoe Mines
Ivanhoe Mines (NYSE, NASDAQ & TSX: IVN) is an international
mining company with operations focused in the Asia Pacific
region. Assets include the company's 66% interest in the Oyu
Tolgoi copper-gold-silver mine development project in
southern Mongolia; a 58% interest in Mongolian coal miner
SouthGobi Resources (TSX: SGQ; HK: 1878); a 59% interest in
copper-gold miner Ivanhoe Australia (ASX, TSX: IVA), which
also is developing a molybdenum-rhenium discovery; and a 50%
interest in Altynalmas Gold, a private company developing the
Kyzyl Gold Project in Kazakhstan. Ivanhoe Mines' shares
are listed on the New York, NASDAQ and Toronto stock
exchanges under the symbol IVN.
About SouthGobi Resources
SouthGobi Resources (TSX: SGQ, HK: 1878) is focused on
exploration and development of its Permian-age metallurgical
and thermal coal deposits in Mongolia's South Gobi Region.
The company's flagship coal mine, Ovoot Tolgoi, is producing
and selling coal to customers in China. The company plans to
supply a wide range of coal products to markets in Asia.
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By order of the Board
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By order of the Board
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Aluminum Corporation of China Limited*
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Ivanhoe Mines Ltd.
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Liu Qiang
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Kay Priestly
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Company Secretary
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Interim Chief Executive Officer
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Beijing, the PRC, 25 April 2012
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Vancouver, Canada, 25 April 2012
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As at the date of this announcement, the members of the board
of directors of Chalco comprise Mr. Xiong Weiping, Mr. Luo
Jianchuan, Mr. Liu Caiming and Mr. Liu Xiangmin (Executive
Directors); Mr. Shi Chungui and Mr. Lv Youqing (Non-executive
Directors); Mr. Zhang Zhuoyuan, Mr. Wang Mengkui and Mr. Zhu
Demiao (Independent Non-executive Directors).
As at the date of this announcement, the members of the board
of directors of Ivanhoe comprise Michael Gordon, David
Huberman, Kay Priestly, Andrew Harding, Robert Holland, Peter
Meredith and Dan Larsen.
* For identification purpose only.
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