Chalco and Ivanhoe Mines Note Status Of SouthGobi Resources

Wed Apr 25, 2012 5:00am EDT

* Reuters is not responsible for the content in this press release.

Aluminum Corporation of China Limited ("Chalco") and Ivanhoe Mines Ltd.
(TSX:IVN)(NASDAQ:IVN)(NYSE:IVN) ("Ivanhoe") make reference to the
announcement made by SouthGobi Resources Ltd. ("SouthGobi") on 16 April,
2012 regarding an announcement in a press conference by the Mineral
Resources Authority of Mongolia ("MRAM") of a proposed request to suspend
exploration and mining activity on certain licenses pertaining to
SouthGobi's Ovoot Tolgoi Mine. It was mentioned that MRAM had stated that
the move is in relation to the proposed proportional takeover bid
contemplated by the lock-up agreement between Ivanhoe and Chalco, dated
as of 1 April, 2012 (the "Lock-up Agreement").

    Although the proposed partial bid is compliant with all the relevant laws
and regulations of jurisdictions concerned, SouthGobi, Ivanhoe and Chalco
have been advised by the Government of Mongolia that it is considering
the introduction of new foreign investment legislation to allow it to
assess investments. In this context, the parties understand that amongst
the key issues to be considered by Government of Mongolia include the
establishment of fair transfer pricing and taxation regimes with foreign
investors. The parties also understand that the Government of Mongolia
will look to model the legislation from precedents in other major

    Ivanhoe and Chalco have also noted certain statements made by various
Mongolian stakeholders recently since the announcement of the proposed
partial offer and would like to express their commitment to cooperate
with and assist the MRAM and the Government of Mongolia in any future
processes that they may have.

    The parties confirm that subject to the terms and conditions set out in
the Lock-up Agreement, Chalco has agreed to make a take-over bid on or
before 5 July, 2012, and thereafter the bid must be taken up 36 days
after it is made. Chalco confirms that its current intention is to mail
the circular on or about 5 July and all deposited shares would be taken
up by Chalco on 10 August, 2012. Chalco also confirms that it will not
mail the bid circular before 28 June, 2012. Under the Lock-up Agreement,
Ivanhoe is required to deposit its shares to Chalco's bid within 10 days
after Chalco mails its circular. However, a condition to Chalco's
completion of the proposed partial offer is that all required regulatory
approvals have been obtained on terms satisfactory to Chalco. Unless and
until such regulatory approvals have been obtained to its satisfaction,
Chalco may withdraw its bid (in which case all deposited shares will be
returned to shareholders) or extend its bid up to 180 days from the date
of the offer to allow time for regulatory processes to be completed.

    Chalco confirms that it intends not to take up any shares under its bid
unless and until the regulatory approvals from the Government of
Mongolia, if any, as well as other regulatory approvals pursuant to the
Lock-up Agreement have been obtained and other conditions of the Lock-up
Agreement have been satisfied or waived.

    In the event new foreign investment legislation is implemented by the
Government of Mongolia prior to the completion of the partial offer of
the shares in SouthGobi, Ivanhoe and Chalco will cooperate with the
Government to ensure any requirements under such legislation are

    Chalco intends to leverage its position as an established metals and
mining industry incumbent to further enhance the coal operation of
SouthGobi. Under its Cooperation Agreement with SouthGobi, Chalco has
undertaken, following completion of the bid, to provide support services
to further develop the SouthGobi operation for the benefit of SouthGobi
and its shareholders. Chalco believes there will be a net benefit to
Mongolia and the Mongolian mining industry which will also help
strengthen the future economic interests and co-operation between
Mongolia and China.

    About Aluminum Corporation of China Limited (Chalco)

    Chalco is headquartered in Beijing and listed in Shanghai (601600.SH),
Hong Kong (2600.HK) and NYSE (ACH.US) as a diversified Aluminum and
mining company. Apart from its integrated Aluminum portfolio and the
dominant position in China's Aluminum industry, it has also started to
penetrate other growth-oriented mining areas. The Chairman and CEO of
Chalco is Mr. Xiong Weiping and Mr. Luo Jianchuan is the President.

    About Ivanhoe Mines

    Ivanhoe Mines (TSX:IVN)(NASDAQ:IVN)(NYSE:IVN) is an international mining
company with operations focused in the Asia Pacific region. Assets
include the company's 66% interest in the Oyu Tolgoi copper-gold-silver
mine development project in southern Mongolia; a 58% interest in
Mongolian coal miner SouthGobi Resources (TSX:SGQ)(HKSE:1878); a 59%
interest in copper-gold miner Ivanhoe Australia (ASX:IVA)(TSX:IVA), which
also is developing a molybdenum-rhenium discovery; and a 50% interest in
Altynalmas Gold, a private company developing the Kyzyl Gold Project in

    About SouthGobi Resources

    SouthGobi Resources (TSX:SGQ)(HKSE:1878) is focused on exploration and
development of its Permian-age metallurgical and thermal coal deposits in
Mongolia's South Gobi Region. The company's flagship coal mine, Ovoot
Tolgoi, is producing and selling coal to customers in China. The company
plans to supply a wide range of coal products to markets in Asia.

Aluminum Corporation of China Limited (Chalco)
Qiang Liu
+86 10 8229 8103

Aluminum Corporation of China Limited (Chalco)
Li Yuan
+86 10 8229 8206

Ivanhoe Mines Ltd.
Bill Trenaman

Ivanhoe Mines Ltd.
Bob Williamson

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