Minco Silver Announces Purchase of the Changkeng Gold Project - Seite 2

An advance payment in the amount of $1,600,000 (the "Advance") was made by the Company to the Minco Gold concurrent with the signing of the Share Purchase Agreement, with Minco Gold's shares in the Company 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 Minco Gold's outstanding indebtedness to Minco Silver in the amount of $3,700,000.

The transaction is conditional on receipt of requisite shareholder approval of Minco Gold and the Company. If such approvals are received and 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.

The Company believes that the acquisition would allow the Company have direct control of both the Fuwan Silver Project and the Changkeng Gold Project. The trust agreement on the Fuwan Silver Project between Minco Gold and the Company will be terminated at the closing of the Transaction. The Company intends to acquire a mining license and develop the Fuwan Silver Project and the Changkeng Gold Project together as one project to significantly reduce capital and operating costs on the project.

Related Party Considerations

Minco Gold owns 11,000,000 common shares of Minco Silver, representing approximately 18.4% of Minco Silver's outstanding common shares, and Ken Cai, chairman, chief executive officer and a director of the Company, owns 560,000 common shares of Minco Silver, representing an additional approximately 1.0% of Minco Silver's outstanding common shares. In addition, Mr. Cai serves as president, chief executive officer and a director of Minco Gold. Mr. Cai has disclosed this interest to the board of directors of the Company and has abstained from voting on any resolutions of the board of directors in respect of the transaction and the Share Purchase Agreement.

Pursuant to the provisions of Multilateral Instrument 61-101 ("MI 61-101"), the acquisition of the Changkeng Gold Project by the Company is considered a "related party transaction" as Minco Gold holds greater than 10% of the issued shares of the Company and is therefore considered an insider of the Company. The transaction is therefore subject to the formal valuation and minority shareholder approval requirements of MI 61-101. The Company intends to seek shareholder approval of the transaction at the Company's upcoming annual general and special meeting of shareholders, to be held on June 25, 2015 (the "Meeting"). The votes attached to the common shares of the Company held by Mr. Cai and Minco Gold, its directors and senior officers and any affiliate of, or person acting jointly or in concert with, any of the foregoing or any other related party of Minco Gold within the meaning of MI 61-101 will be excluded in determining minority approval of the transaction. In connection with the Meeting, the Company will prepare and distribute a management information circular containing full particulars of the terms of the transaction. A copy of the Share Purchase Agreement and of the Valuation shall be made available on SEDAR at www.sedar.com.