Minco : Recommended Offer for Minco plc - Sale of Curraghinalt Royalty

• The Boards of Minco plc ("Minco") and Dalradian Resources Inc. ("Dalradian") are pleased to announce that they have reached agreement on the terms of the disposal of Minco's 2% net smelter return royalty on the Curraghinalt gold deposit ("Royalty"), which is currently being developed by Dalradian ("Royalty Disposal"). The Royalty Disposal together with the related matters set out below will see the issue and allotment of 15,490,666 new Dalradian Shares (the "New Dalradian Shares") in total.

• Based on the volume weighted average price of Dalradian Shares on the Toronto Stock Exchange for the five trading day period ended on 20 March 2017, being the last Business Day prior to the commencement of the Offer Period (the "VWAP") of C$1.2911, the total value of the 15,490,666 New Dalradian Shares would be C$20 million (£12,106,537 based on a Sterling C$ exchange rate of C$1.652:£1.00 (the "C$/£ Exchange Rate"))

• Based on the VWAP and the C$/£ Exchange Rate, the value of the Royalty Disposal would attribute a value to each Minco Share of 2.532 pence which represents:

  • a premium of approximately 91.1 per cent. to the Closing Price of 1.325 pence per Minco Share on 20 March 2017, being the last Business Day prior to the commencement of the Offer Period;

  • a premium of approximately 111.1 per cent. to Minco's volume weighted average share price of 1.199 pence over the 30 trading day period ended 20 March 2017, being the last Business Day prior to the commencement of the Offer Period; and

  • a premium of approximately 119.6 per cent. to Minco's volume weighted average share price of 1.153 pence over the 90 trading day period ended 20 March 2017, being the last Business Day prior to the commencement of the Offer Period.

• The Royalty Disposal is being effected by means of a recommended share for share acquisition for the entire issued and to be issued share capital of Minco (the "Offer") which will be implemented by means of a scheme of arrangement, under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland ("Scheme").

• As part of the Scheme it is also proposed that Minco will undertake a demerger of its wholly owned subsidiary Buchans Resources Limited ("Buchans") to Minco Shareholders by way of a transfer in specie (the "Demerger") so that on the completion of the Offer the only asset held by Minco will be the Royalty. Buchans is a Canadian registered company which holds directly or indirectly all of the assets of Minco other than the Royalty.

• Following the Scheme and the Demerger, 15,490,666 New Dalradian Shares in total would be issued to Minco Shareholders and Buchans in connection with the Scheme on the following basis. Pursuant to the Offer, Minco Shareholders would be issued 11,618,000 New Dalradian Shares which would be 75 per cent. of the total New Dalradian Shares to be issued in connection with the Royalty Disposal. The balance of the New Dalradian Shares, being 3,872,666 and representing 25 per cent. of the total, would be issued on the basis set out below directly to Buchans, which would then be wholly owned by Minco Shareholders.

• In order to implement the Scheme, it will be necessary for the Minco Shareholders to approve a number of resolutions at the Court Meeting and Extraordinary General Meeting ("EGM") including, inter alia, resolutions to subdivide Minco Shares into A Ordinary Shares and B Ordinary Shares. For every one Minco Share in issue on the Hearing Record Date, a Minco Shareholder will receive one A Ordinary Share and one B Ordinary Share as at that date. These, together with any bonus issue of A Ordinary Shares made in connection with the Scheme, are referred to as the A Scheme Shares and B Scheme Shares, respectively, as at the Scheme Record Time.

• Pursuant to the terms of the Offer, which is subject to the Conditions and further terms set out in Appendix I to this announcement, each Minco Shareholder who appears on the register of members of Minco at the Scheme Record Time ("Scheme Shareholders") will be entitled to receive:

  For each B Scheme Share: 0.0243 New Dalradian Shares (the "Share Consideration")

• The Share Consideration will be 11,618,000 New Dalradian Shares in total and based on the VWAP and the C$/£ Exchange Rate, the Offer would attribute a value to each B Scheme Share of

  £0.019 / C$0.031 which would be C$15 million in total (£9,079,903).

• The Offer and the Share Consideration represents:

  • a premium of approximately 48.3 per cent. to the Closing Price of 1.325 pence per Minco Share on 20 March 2017 being the last Business Day prior to the commencement of the Offer Period;

  • a premium of approximately 58.4 per cent. to Minco's volume weighted average share price of 1.119 pence over the 30 trading day period ended 20 March2017 being the last Business Day prior to the commencement of the Offer Period; and

  • a premium of approximately 64.7 per cent. to Minco's volume weighted average share price of 1.153 pence over the 90 trading day period ended 20 March 2017 being the last Business Day prior to the commencement of the Offer Period.

• As part of the Scheme and upon the Demerger taking effect, each Scheme Shareholder will also be entitled to receive:

  For each A Scheme Share: 0.10 Buchans Share

• Upon the Scheme and the Demerger taking effect, 3,872,666 New Dalradian Shares, which would be 25 per cent. of the total New Dalradian Shares would be issued to Buchans which, for illustrative purposes only and based on the VWAP would be valued at C$5 million in total (£3,026,634 based on the C$/£ Exchange Rate).

• Buchans holds directly or indirectly all of the assets of Minco other than the Royalty including the interests in zinc-lead and manganese exploration and development projects in Canada, the United

  Kingdom and Ireland, and an investment in zinc and silver projects in Mexico through a 26% shareholding in Xtierra Inc. (a TSX Venture Exchange listed company).

• The Buchans Shares are not currently listed on any stock exchange. Following the Scheme becoming effective, and subject to market and trading conditions and obtaining any necessary approvals, it is intended that Buchans would either make an application for its share capital to be listed on a Canadian stock exchange or complete another transaction whereby Buchans would acquire or be acquired by a company listed on a Canadian stock exchange, as soon as reasonably practicable following the Scheme becoming effective. However, there is no certainty that such a listing will be obtained.

• The Minco Directors, who have been so advised by Davy Corporate Finance, consider the terms of the Offer and the Demerger to be fair and reasonable and unanimously recommend that Minco Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the Extraordinary General Meeting. In providing its advice to the Minco Board, Davy Corporate Finance has taken into account the commercial assessments of the Minco Directors.

• Dalradian has received irrevocable undertakings from the Minco Directors, who are together interested in a total of 45,501,528 Minco Shares, representing approximately 9.5 per cent. of the total issued Minco Shares, to vote (or procure the vote of) such Minco Shares in favour of the Scheme at the Court Meeting and the Resolutions at the Extraordinary General Meeting. All such irrevocable undertakings will remain binding even if a higher competing offer is made for Minco;

• As at 31 May 2017, being the last practicable date prior to this announcement, Dalradian or parties acting in concert with Dalradian own no Minco Shares.

Commenting on the Offer and the Demerger John Kearney, the Chairman and Chief Executive of Minco, said:

"The value of the Royalty Disposal represents an attractive valuation for the Royalty and a significant premium over the recent market capitalisation of Minco. The structure of the Offer allows Minco Shareholders to realise the value of the Royalty, with the opportunity to participate directly in the Curraghinalt Gold Project as Dalradian continues the exploration and development of the deposit, which in the view of the Minco Board, has not heretofore been reflected in Minco's share price. In addition, by receiving the Buchans Shares pursuant to the Demerger, Minco Shareholders will also retain their interest in all of Minco's existing assets, other than the Royalty."

Patrick F.N. Anderson, Dalradian's President and CEO commented:

"I am pleased to announce that we have finally come to an agreement on the purchase of the Royalty from Minco held on our high-grade Curraghinalt Gold Project. Gaining control of the Royalty by means of this all-share transaction is a great win for the shareholders of Dalradian."

The full terms and conditions of the Offer, the Demerger and the Scheme will be set out in the Scheme Document. In deciding whether or not to vote in favour of the Scheme and the Resolutions, Minco Shareholders must rely solely on the terms and conditions of the Offer, the Demerger and the Scheme and the information contained, and the procedures described, in the Scheme Document and the Forms

of Proxy. Minco Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been despatched. The Scheme Document will contain a section on risk factors and Minco Shareholders are encouraged to read this section carefully. It is anticipated that the Scheme Document and the Forms of Proxy will be despatched to Minco Shareholders as soon as practicable but in any event within 28 days of the date of this announcement.

Davy Corporate Finance, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting for Minco and no one else in relation to the Offer and the Demerger and will not be responsible to anyone other than Minco for providing the protections afforded to clients of Davy Corporate Finance nor for providing advice in relation to the Offer and the Demerger or any other matter referred to herein.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Dalradian and is acting for no one else in connection with the Offer and will not be responsible to anyone other than Dalradian for providing the protections afforded to clients of Canaccord Genuity Limited, or for providing advice in relation to the Offer or any other matter referred to herein.

Grant Thornton UK LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as nominated adviser for Dalradian and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Dalradian for providing the protections afforded to clients of Grant Thornton UK LLP or for providing advice in relation to any matter referred to herein.