Minco Gold Announces Sale of the Changkeng Gold Project - Seite 2

Transaction Overview

The Board has determined that it is in the best interests of the Company to enter into the Share Purchase Agreement and sell all of its interest in the Changkeng Gold Project and the Changkeng Joint Venture to Minco Investment for the Purchase Price. The Purchase Price is supported by an independent third party valuation by RwE Growth Partners Inc. dated May 7, 2015, which determined that the Changkeng Gold Project has a fair market value in the range $21,700,000 to $29,600,000, with a midpoint of $25,700,000, or $13,100,000 based on the Company's 51% interest in the property. The Board has determined that the resulting simplified corporate structure of the Company following the sale together with the proceeds from the sale, would best position the Company for pursuing other strategic mineral acquisitions, joint ventures or other transactions outside China while eliminating the costs of carrying and maintaining the Chinese corporate structure and preserving the residual value of the Other Projects. The Company intends to sell the Other Projects in due course.

An advance payment in the amount of $1,600,000 (the "Advance") was made by Minco Silver to the Company concurrent with the signing of the Share Purchase Agreement, with the Company's shares in Minco Silver being pledged as collateral for the Advance. At closing of the Share Purchase Agreement, the Purchase Price shall be partially set off by the Advance and the Company's outstanding indebtedness to Minco Silver in the amount of $3,700,000.

The transaction, if approved by the shareholders of the Company and Minco Silver and if all other conditions to closing and actions to be taken at closing set forth in the Share Purchase Agreement are met, completed or where applicable, waived, is expected to close on or before July 31, 2015. Closing is also conditional on the holders of no more than 5% of the outstanding common shares of the Company having exercised their rights of dissent in respect of the resolution approving the transaction and the Share Purchase Agreement.