China Nonferrous Mining : PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Company's shares mentioned in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Company's shares will be made in the United States.

China Nonferrous Mining Corporation Limited

中 國 有 色 礦 業 有 限 公 司

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 01258)

PLACING OF EXISTING SHARES AND

TOP-UP SUBSCRIPTION OF

NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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THE PLACING AND THE SUBSCRIPTION

On 6 May 2021 (after trading hours), the Company, the Placing Shareholder and the Placing Agent entered into the Placing and Subscription Agreement, pursuant to which (i) the Placing Shareholder has agreed to appoint the Placing Agent, and the Placing Agent has agreed to act as agent for the Placing Shareholder, to use its best efforts, to procure Placees to purchase 250,000,000 Placing Shares at HK$3.96 per Placing Share; and (ii) the Placing Shareholder has agreed to subscribe for, and the Company has agreed to issue to the Placing Shareholder, the Subscription Shares (being equivalent to the number of Placing Shares sold by the Placing Shareholder pursuant to the Placing).

The Placing Shares represent: (i) approximately 7.17% of the total number of Shares in issue as at the date of this announcement; and (ii) approximately 6.69% of the enlarged total number of Shares in issue upon completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription other than the issue by the Company of the Subscription Shares).

The net proceeds (after deducting all costs and expenses incurred by the Placing Shareholder and to be reimbursed by the Company, and other expenses incurred by the Company) from the Subscription is estimated to be approximately HK$984.78 million.

Completion of the Placing and the Subscription is subject to fulfilment of the conditions thereunder. As the Placing and the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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THE PLACING AND SUBSCRIPTION AGREEMENT

On 6 May 2021 (after trading hours), the Company, the Placing Shareholder and the Placing Agent entered into the Placing and Subscription Agreement. The principal terms of the Placing and Subscription Agreement are summarised below:

Date

6 May 2021 (after trading hours)

Parties

1. the Company;
2. China Nonferrous Mining Development Limited, as the Placing Shareholder; and
3. CLSA Limited, as the sole Placing Agent.

Placing Shareholder

The Placing Shareholder holds 2,600,000,000 Shares, including the Placing Shares, representing approximately 74.52% of the total number of Shares in issue as at the date of this announcement.

Placing Agent

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Placing Agent and its ultimate beneficial owner(s) is: (i) independent of, and not connected with, the Placing Shareholder, the Company and their respective associates and connected persons; and (ii) independent of, and not acting in concert with, the Placing Shareholder, their respective associates and persons acting in concert with the Placing Shareholder.

Details of the Placing and the Subscription are set out below.

THE PLACING

Placing Shares

The Placing Shareholder has agreed to appoint the Placing Agent, and the Placing Agent has agreed to act as agent for the Placing Shareholder to procure Placees, on a best effort basis, to purchase the Placing Shares at the Placing Price on the terms and subject to the conditions of the Placing and Subscription Agreement.

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The total number of the Placing Shares, being 250,000,000 Shares, represents:

1. approximately 7.17% of the total number of Shares in issue as at the date of this announcement; and
2. approximately 6.69% of the enlarged total number of Shares in issue upon completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription other than the issue by the Company of the Subscription Shares).

Placees

It is expected that the Placing Agent will place the Placing Shares to not less than six Placees, all of whom/which are professional, institutional and/or other investors and are third parties independent from the Company and its connected persons.

Immediately after the Placing Completion, it is expected that none of the Placees will become a substantial shareholder of the Company.

The Placing Agent will determine matters in relation to the Placing.

Placing Price

The Placing Price represents:

1. a discount of approximately 12.39% to the closing price of HK$4.52 per Share as quoted on the Stock Exchange on the Last Trading Day;
2. a discount of approximately 12.43% to the average closing price of HK$4.52 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;
3. a discount of approximately 8.80% to the average closing price of HK$4.34 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day;
4. a premium of approximately 6.97% to the average closing price of HK$3.70 per Share as quoted on the Stock Exchange for the last twenty consecutive trading days up to and including the Last Trading Day; and
5. a premium of approximately 23.21% to the average closing price of HK$3.21 per Share as quoted on the Stock Exchange for the last thirty consecutive trading days up to and including the Last Trading Day.

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The Placing Price of HK$3.96 per Placing Share was determined after arm's length negotiations among the Company, the Placing Shareholder and the Placing Agent with reference to the prevailing market price of the Shares on the Stock Exchange and the general market conditions. The Directors consider that the Placing Price and the terms and conditions of the Placing and Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Rights and Ranking of the Placing Shares

The Placing Shares will be sold free from all pledges, liens, charges and encumbrances, equities, security interests or other claims.

The Placing Shares will, when fully paid, rank pari passu in all respects with, all of the other Shares of the same class in issue or to be issued by the Company on or prior to the date of Placing Completion including the rights to all dividends, distributions and other rights declared, distributed or received in respect of the Placing Shares for which a record date occurs on or after the date of the Placing and Subscription Agreement.

Conditions of the Placing

The obligation on the Placing Agent to proceed with the Placing Completion is conditional on the following conditions:

1. the representations and warranties made by any of the Company and the Placing Shareholder pursuant to the Placing and Subscription Agreement being true and accurate and not misleading;
2. each of the Company and the Placing Shareholder having complied with all of the agreements and undertakings and satisfied all of the conditions on its part to be complied with or satisfied under the Placing and Subscription Agreement;
3. the Placing Agent having received customary legal opinions in form and substance reasonably satisfactory to it; and
4. the Placing Agent not having terminated the Placing and Subscription Agreement.

If any of the conditions set out above are not fulfilled, or not waived by the Placing Agent by the Placing Completion Date, the Placing Agent may elect, in its sole discretion, after consultation with the Company and the Placing Shareholder (to the extent reasonably feasible and practicable), to terminate the Placing and Subscription Agreement forthwith, provided certain terms shall survive such termination and remain in full force and effect.

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