Minco : 2016 Annual Financial Statements

DECEMBER 31, 2016 AND DECEMBER 31, 2015

(Expressed in US$000's)

DECEMBER 31, 2016 AND DECEMBER 31, 2015

(Expressed in US$000's)

INDEX PAGE

Independent Auditor's Report 1

Consolidated Balance Sheet 3

Company Balance Sheet 4

Consolidated Statement of Loss and Comprehensive Loss 5

Consolidated Statement of Changes in Equity 6

Company Statement of Changes in Equity 7

Consolidated Statement of Cash Flow 8

Company Statement of Cash Flow 9

Notes to the Consolidated Financial Statements 10-28

We have audited the financial statements of Minco plc for the year ended 31 December 2016 which comprise the Group Financial Statements: The Consolidated Statement of Loss and Comprehensive Loss, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flow, the Parent Company Financial Statements: the Parent Company Balance Sheet, the Parent Company Statement of Changes in Equity, the Parent Company Statement of Cash Flow and the related notes. The financial reporting framework that has been applied in their preparation is the Companies Act 2014 and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2014.

This report is made solely to the company's members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our work, for this report, or for the opinions we have formed.

The directors are responsible for the preparation of the financial statements giving a true and fair view and otherwise comply with the Companies Act 2014. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

In our opinion:

• the group financial statements give a true and fair view of the assets, liabilities and financial position of the Group in accordance with IFRSs as adopted by the European Union, as at 31 December 2016 and of its loss for the year then ended; and

• the parent company Balance Sheet gives a true and fair view of the assets, liabilities and financial position of the Company in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2014, as at 31 December 2016; and

• the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014 and as regards the group financial statements, Article 4 of the IAS Regulation.

  Emphasis of Matter - Realisation of Assets

  In forming our opinion on the financial statements which is not modified, we have considered the adequacy of the disclosures made in Note 12, 13 and 14 concerning the realisation of intangible assets of US$12,863,000 included in the Consolidated Balance Sheet and intangible assets of US$408,000, investments in subsidiaries of US$16,538,000 in the Company Balance Sheet, which is dependent upon the discovery and successful development of economic resources, including the ability to raise finance to develop the projects. The financial statements do not include any adjustments relating to these uncertainties, and the ultimate outcome cannot at present be determined.

  Matters on which we are required to report by the Companies Act 2014

• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

• In our opinion the accounting records of the company were sufficient to permit the parent company financial statements to be readily and properly audited.

• The parent company balance sheet is in agreement with the accounting records.

• In our opinion, the information given in the directors' report is consistent with the financial statements and the description in the Corporate Governance Statement of the main features of the internal control and risk management systems in relation to the process for preparing the group financial statements is consistent with the group financial statements.

We have nothing to report in respect of the provisions of sections 305 to 312 of the Companies Act 2014 which requires us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions specified by law are not made.

Michael Bellew (FCCA)

for and on behalf of UHY Farrelly Dawe White Limited Chartered Certified Accountants & Statutory Audit Firm FDW House

Blackthorn Business Park Coes Road

Dundalk Co. Louth

10 April 2017